As filed with the Securities and Exchange Commission on April 13, 2005			Registration No. 33-75962* Registration No. 811-2513
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4
Post-Effective Amendment No. 41 To REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment to REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Variable Annuity Account C 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 April 29, 2005 pursuant to paragraph (b) of Rule 485

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in a prospectus relating to the securities covered by the following earlier Registration Statement: 33-75978.

PARTS A and B

ING Life Insurance and Annuity Company and its Variable Annuity Accounts B and C
and
ING Insurance Company of America and its Variable Annuity Account I

Supplement dated April 29, 2005

This supplement amends certain information contained in the most recent variable annuity contract prospectus and contract prospectus summary, as applicable. Please read it carefully and keep it with your variable annuity contract prospectus and contract prospectus summary, as applicable, for future reference.

______________________________________________________________________

The "Regulatory Matters" sub-section of the prospectus and prospectus summary, as applicable, is hereby deleted and replaced with the following:

Regulatory Matters

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

Fund Regulatory Issues

Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares, revenue sharing and directed brokerage, compensation, sales practices and suitability, arrangements with service providers, pricing, compliance and controls, and adequacy of disclosure.

In addition to responding to governmental and regulatory requests on fund regulatory issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

An affiliate of the Company, ING Funds Distributors, LLC ("IFD") has received notice from the staff of the National Association of Securities Dealers ("NASD") that the staff has made a preliminary determination to recommend that disciplinary action be brought against IFD and one of its registered persons for violations of the NASD Conduct Rules and federal securities laws in connection with frequent trading arrangements.

Other regulators, including the Securities and Exchange Commission ("SEC") and the New York Attorney General, are also likely to take some action with respect to certain ING affiliates before concluding their investigation of ING relating to fund trading. The potential outcome of such action is difficult to predict but could subject certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of such action will have a material adverse effect on ING or ING's U.S.-based operations, including the Company.

X.REGBCI-05
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April 2005

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or ING's U.S.-based operations, including the Company.

Other Regulatory Matters

The New York Attorney General and other regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives, potential conflicts of interest, potential anti-competitive activity, marketing practices, certain financial reinsurance arrangements, and disclosure. It is likely that the scope of these investigations will further broaden before the investigations are concluded. U.S. affiliates of ING have received formal and informal requests in connection with such investigations, and are cooperating fully with each request for information.

These initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

X.REGBCI-05
C05-0411-018R (04/2005)
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April 2005

CONTRACT PROSPECTUS APRIL 29, 2005

The Contracts.The contracts described in this prospectus are group deferred variable and fixed annuity contracts issued by ING Life Insurance and Annuity Company (the Company). The contracts may be single purchase payment contracts, which allow for lump-sum payments, or installment purchase payment contracts, which allow for installment payments. They are intended to be used as funding vehicles for certain types of supplemental retirement programs, including those that qualify for beneficial tax treatment and/or to provide current income reduction under certain sections of the Internal Revenue Code of 1986, as amended (Tax Code).

Why Reading this Prospectus is Important.Before you participate in the contract through a supplemental retirement program, you should read this prospectus. It provides facts about the contract and its investment options. Prospective contract owners (generally a school district or state operated State University of New York campus to which we issue a master contract) should read this prospectus to help determine if the contract is appropriate for those employees eligible to participate. Keep this document for future reference.

Table of Contents ... page 3
You may participate in this contract if you are an eligible employee of a school board or public university in the State of New York and if you are a member of the New York State United Teachers (NYSUT) or the United University Professions (UUP).
Investment Options. The contracts offer variable investment options and fixed interest options. When we establish your account, you instruct us to direct account dollars to any of the available options.
The Funds
AIM V.I. Capital Appreciation Fund (Series I) AIM V.I. Core Equity Fund (Series I) AIM V.I. Growth Fund (Series I) AIM V.I. Premier Equity Fund (Series I) American Century® Income & Growth Fund (Advisor Class)(1) Calvert Social Balanced Portfolio EuroPacific Growth Fund® (Class R-4)(1) Evergreen Special Values Fund (Class A)(1) Fidelity® VIP Asset ManagerSM Portfolio (Initial Class) Fidelity® VIP Contrafund® Portfolio (Initial Class) Fidelity® VIP Equity-Income Portfolio (Initial Class) Fidelity® VIP High Income Portfolio (Initial Class) Fidelity® VIP Index 500 Portfolio (Initial Class) Fidelity® VIP Overseas Portfolio (Initial Class) Franklin Small Cap Value Securities Fund (Class 2) ING American Century Select Portfolio (Initial Class) ING Baron Small Cap Growth Portfolio (Service Class) ING GET U.S. Core Portfolio ING JPMorgan Fleming International Portfolio (Initial Class) ING MFS Capital Opportunities Portfolio (Initial Class) ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class) ING PIMCO Total Return Portfolio (Service Class) ING Salomon Brothers Aggressive Growth Portfolio (Initial Class) ING Salomon Brothers Large Cap Growth Portfolio (Initial Class) ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) ING T. Rowe Price Growth Equity Portfolio (Initial Class) ING UBS U.S. Large Cap Equity Portfolio (Initial Class)	ING Van Kampen Comstock Portfolio (Service Class) ING Van Kampen Equity and Income Portfolio (Initial Class) ING VP Balanced Portfolio, Inc. (Class I) ING VP Emerging Markets Fund ING VP Global Science and Technology Portfolio (Class I) ING VP Growth and Income Portfolio (Class I) 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 Intermediate Bond Portfolio (Class I)(2) ING VP International Equity Portfolio (Class I) ING VP Money Market Portfolio (Class I) ING VP Natural Resources Trust (3) ING VP Real Estate Portfolio (Class I) ING VP Small Company Portfolio (Class I) 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 VP Value Opportunity Portfolio (Class I) Lord Abbett Series Fund - Mid-Cap Value Portfolio (Class VC) MFS® Total Return Series (Initial Class) New Perspective Fund® (Class R-4)(1) Oppenheimer Developing Markets Fund (Class A)(1) Pax World Balanced Fund, Inc.(1) Pioneer Equity Income VCT Portfolio (Class I) Pioneer Mid Cap Value VCT Portfolio (Class I) The Growth Fund of America® (Class R-4)(1) Washington Mutual Investors FundSM (Class R-4)(1)

(1)	This fund is available to the general public. See "Investment Options - Additional Risks of Investing in the Funds."
(2)	Formerly the ING VP Bond Portfolio.
(3)	Transfers or deposits are not allowed into the subaccount investing in this fund, except from accounts established under the contract before May 1, 1998. As soon as all those who have current allocations to the subaccount under the contract have redirected their allocations to other investment options, we will close the subaccount to all investments (except loan repayments that we automatically deposit into the subaccount according to our loan repayment procedures).

PRO.75962-05

CONTRACT PROSPECTUS - APRIL 29, 2005 (CONTINUED)

Variable Investment Options. These options are called subaccounts. The subaccounts are within Variable Annuity Account C (the separate account). Each subaccount invests in one of the mutual funds (funds) listed on the previous page. Earnings on amounts invested in a subaccount will vary depending upon the performance of its underlying fund. You do not invest directly in or hold shares of the funds.

Risks Associated with Investing in the Funds. Information about the risks of investing in the funds is located in the "Investment Options" section in this prospectus on page 13 and in each fund prospectus. Read this prospectus in conjunction with the fund prospectuses, and retain the fund prospectuses for future reference.

Fixed Interest Options.

• Guaranteed Accumulation Account

Fixed Account

Except as specifically mentioned, this prospectus describes only the variable investment options. However, we describe the fixed interest options in the appendices to this prospectus. There is also a separate prospectus for the Guaranteed Accumulation Account.

Getting Additional Information. You may obtain the April 29, 2005 Statement of Additional Information (SAI) free of charge by indicating your request on your enrollment materials, by calling the Opportunity Plus Service Center at 1-800-677-4636 or by writing to us at the address listed in "Questions: Contacting the Company." You may also obtain an SAI for any of the funds by calling that number. This prospectus, the SAI and other information about the separate account may be obtained by accessing the Securities and Exchange Commission's (SEC) web site, www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by contacting the SEC Public Reference Room. Information on the operation of the SEC Public Reference Room may be obtained by calling 1-202-942-8090 or 1-800-SEC-0330, e-mailing publicinfo@sec.gov or by writing to SEC Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. The SAI table of contents is listed on page 48 of this prospectus. The SAI is incorporated into this prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities commission, has approved or disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus is valid only when accompanied by current prospectuses of the funds and the Guaranteed Accumulation Account. We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized anyone to provide you with information that is different than that contained in this prospectus.

PRO.75962-05 2

TABLE OF CONTENTS

Contract Overview	4
Who's Who
The Contract and Your Supplemental Retirement Program
Contract Rights
Contract Facts
Questions: Contacting the Company (sidebar)
Sending Forms and Written Requests in Good Order (sidebar)
Contract Phases: The Accumulation Phase, The Income Phase	5

Fee Table				6
Condensed Financial Information				13
Investment Options				13
Transfers				16
Contract Purchase or Participation				18
Contract Ownership and Rights				20
Right to Cancel				20
Fees				21
Your Account Value				26
Withdrawals				28
Loans				29
Systematic Distribution Options				30
Death Benefit				31
The Income Phase				32
Taxation				36
Contract Distribution				42
Other Topics				45
The Company - Opportunity Plus Service Center - Variable Annuity Account C - Performance Reporting - Voting Rights - Contract Modification - Legal Matters and Proceedings - Regulatory Matters - Payment Delay or Suspension - Intent to Confirm Quarterly
Contents of the Statement of Additional Information				48
Appendix I	-	Guaranteed Accumulation Account		49
Appendix II	-	Fixed Account		51
Appendix III	-	Projected Schedule of ING GET U.S. Core Portfolio Offerings		52
Appendix IV	-	Fund Descriptions		53
Appendix V	-	Condensed Financial Information	CFI - 1

PRO.75962-05 3

	CONTRACT OVERVIEW
Questions: Contacting the Company. To answer your questions, contact your local representative or write or call the Company through: Opportunity Plus Service Center P.O. Box 13047 Newark, NJ 07188-0047 1-800-OPP-INFO (1-800-677-4636) Sending Forms and Written Requests in Good Order. If you are writing to change your beneficiary, request a withdrawal, or for any other purpose, contact your local representative or the Company through the Opportunity Plus Service Center to learn what information is required in order for the request to be in "good order." Generally, a request is considered to be in "good order" when it is signed, dated and made with such clarity and completeness that we are not required to exercise any discretion in carrying it out. We can only act upon written requests that are received in good order.	The following is a summary. Please read each section of this prospectus for additional information.
	Who's Who
	You (the participant): The individual participating in a supplemental retirement program, where the program uses the contracts as funding options.
	Plan Sponsor: The sponsor of your supplemental retirement program. Generally, your employer.
	Contract Holder: The person or entity to whom we issue the contract. The contract holder is the school district or state operated State University of New York campus to which we have issued the master contract.
	We, us, our (the Company): ING Life Insurance and Annuity Company. We issue the contract.
	The Contract and Your Supplemental Retirement Program
	Supplemental Retirement Program (plan): A plan sponsor has established a supplemental retirement program for you. The term "contract(s)" in this prospectus refers to the group deferred variable annuity contract offered as a funding option for that plan. Plan Type: We refer to the supplemental retirement program in this prospectus as a 403(b) plan. For a description, see "Taxation."
	Use of an Annuity Contract in your Plan. Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account (such as a 403(b) retirement plan), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the tax qualified account itself. Annuities do provide other features and benefits (such as the option of lifetime income phase options at established rates) which may be valuable to you. You should discuss your alternatives with your local representative taking into account the additional fees and expenses you may incur in an annuity. See "Contract Purchase or Participation."
	Contract Rights
	You hold all rights under the contract and may make all elections for your accounts.
	Contract Facts
	Free Look/Right to Cancel: Contract holders and participants may cancel their purchase no later than ten days after they receive the contract (or other document evidencing their interest). See "Right To Cancel."

PRO.75962-05 4

Death Benefit: A beneficiary may receive a benefit in the event of your death during both the accumulation and income phases. The availability of a death benefit during the income phase depends upon the income phase payment option selected. See "Death Benefit" and "The Income Phase."
Withdrawals: During the accumulation phase, you may, subject to the limits in the contract, withdraw all or a part of your account value. Certain fees and taxes may apply. See "Withdrawals" and "Taxation." Amounts withdrawn from the Guaranteed Accumulation Account may be subject to market value adjustment. See Appendix I.
Systematic Distribution Options: You may elect to receive regular payments from your account, while retaining the account in the accumulation phase. See "Systematic Distribution Options."
Fees: Certain fees are deducted from your account value. See "Fee Table" and "Fees."
Taxation: Amounts you receive as a distribution will be generally included in your gross income and will be subject to taxation. Tax penalties may apply in some circumstances. See "Taxation."
Contract Phases
I. The Accumulation Phase. (accumulating retirement benefits)
STEP 1: You provide ING Life Insurance and Annuity Company with your completed enrollment materials and we may set up one or more accounts for you. We may set up account(s) for employer contributions and/or contributions from your salary STEP 2: You direct us to invest your account dollars in any of the following investment options: (a) Fixed Interest Options; or (b) Variable Investment Options. (The variable investment options are the subaccounts of Variable Annuity Account C. Each one invests in a specific mutual fund.) The subaccount(s) selected purchases shares of its corresponding fund.		Payments to Your Account
		Step 1 â
	ING Life Insurance and Annuity Company
	a) â	Step 2		b) â
	Fixed Interest Options	Variable Annuity Account C Variable Investment Options
		The Subaccounts
		A	B		Etc.
		â   Step 2(b)    â
		Mutual Fund A	Mutual Fund B
II. The Income Phase (Receiving income phase payments from your contract). If you wish to begin receiving payments from your contract, you may elect from the options available. The contract offers several income phase payment options, if you wish to elect one (see "The Income Phase"). In general, you may:
Receive income phase payments over a lifetime or for a specified period;
Receive income phase payments monthly, quarterly, semi-annually or annually;
Select an income phase payment option that provides a death benefit to your beneficiary(ies); and
Select fixed income phase payments, variable income phase payments (that vary based on the performance of the variable investment options you select), or a combination of fixed and variable income phase payments.

PRO.75962-05 5

	FEE TABLE
In This Section: Maximum Contract Holder Transaction Expenses Separate Account Annual Expenses Total Annual Fund Operating Expenses Fees Deducted by the Funds Hypothetical Examples Also See the "Fees" Section for: Early Withdrawal Charge Schedules How, When and Why Fees are Deducted Redemption Fees Premium and Other Taxes Charges for ING GET Fund See "The Income Phase" for: Fees During the Income Phase	The following tables describe the fees and expenses that you will pay when buying, owning, and withdrawing from your contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, withdraw from the contract, take a loan from the contract or transfer cash value between investment options. State premium taxes may also be deducted. See "The Income Phase" for fees that may apply after you begin receiving payments under the contract.
	Maximum Contract Holder Transaction Expenses
	Early Withdrawal Charge1
	(as a percentage of amount withdrawn)			5%
	1 This is a deferred sales charge. For Single Purchase Payment Contracts, there is no withdrawal charge. For Installment Purchase Payment Contracts, the early withdrawal charge applies to account values in the Fixed Account and to account values in the subaccounts and the Guaranteed Accumulation Account that were attributable to amounts held in the Fixed Account at any time. The early withdrawal charge reduces over time. These fees may be waived, reduced or eliminated in certain circumstances. See the "Fees" section.
	The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including fund fees and expenses.
	Separate Account Annual Expenses (as a percentage of average account value)
	Mortality and Expense Risk Charge	1.00%2
	Maximum Administrative Expense Charge	0.25%3	(currently 0%)
	ING GET Fund Guarantee Charge	0.25%4	(only if selected as investment option)
	Total Separate Account Annual Expenses	1.50%
	2 The mortality and expense risk charge for the ING VP Money Market Portfolio subaccount is 0.35% on an annual basis. 3 We do not currently impose an administrative expense charge. However, we reserve the right to deduct a daily charge of not more than 0.25% on an annual basis from the subaccounts. 4 The ING GET Fund Guarantee Charge is deducted daily during the guarantee period only from amounts allocated to the ING GET U.S. Core Portfolio investment option. See "Investment Options-ING GET U.S. Core Portfolio" and "Fees-ING GET U.S. Core Portfolio Guarantee Charge" for a description of the ING GET Fund guarantee charge.

PRO.75962-05 6

The next item shows the minimum and maximum total operating expenses charged by the funds that you may pay periodically during the time that you own the contract. The minimum and maximum expenses listed below are based on expenses for the funds' most recent fiscal year ends without taking into account any fee waiver or expense reimbursement arrangements that may apply. More detail concerning each fund's fees and expenses is contained in the prospectus for each fund.
Total Annual Fund Operating Expenses* (expenses that are deducted from fund assets, including management fees, distribution (12b-1) and/or service fees, and other expenses)	Minimum 0.10%	Maximum 1.52%
* After taking into account any fee waiver or expense reimbursement arrangements, the minimum and maximum total fund operating expenses would be the same as shown above.
Fees Deducted by the Funds
Using this Information. The following table shows the investment advisory fees, 12b-1 fees and other expenses, including service fees (if applicable), charged annually by each fund. See the "Fees" section of this prospectus and the fund prospectuses for additional information. Fund fees are one factor that impacts the value of a fund share. To learn about additional factors, refer to the fund prospectuses. The fee and expense information listed below was provided by the funds.
How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn will affect the value of each subaccount on a daily basis. The fees and expense information shown in the following table was provided by the funds. The column labeled "Fees and Expenses Waived or Reimbursed" shows only contractual waivers or reimbursements that continue through at least May 1, 2006. Except as noted below, the following figures are a percentage of the average net assets of each fund, and are based on figures for the year ended December 31, 2004. There is no guarantee that actual expenses will be the same as those shown in the table.

Fund Expense Table⁽¹⁾⁽²⁾

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
AIM V.I. Capital Appreciation Fund (Series I) (3)	0.61%	--	0.30%	0.91%	--	0.91%
AIM V.I. Core Equity Fund (Series I) (3)	0.61%	--	0.30%	0.91%	--	0.91%
AIM V.I. Growth Fund (Series I)(3)	0.63%	--	0.28%	0.91%	--	0.91%
AIM V.I. Premier Equity Fund (Series I) (3)	0.61%	--	0.30%	0.91%	--	0.91%
American Century® Income & Growth Fund (Advisor Class)(4)	0.43%	0.50%	--	0.93%	--	0.93%
Calvert Social Balanced Portfolio(5)	0.70%	--	0.21%	0.91%	--	0.91%
EuroPacific Growth Fund® (Class R-4)(6)	0.45%	0.25%	0.22%	0.92%	--	0.92%
Evergreen Special Values Fund (Class A)(7)(8)	0.79%	0.30%	0.34%	1.43%	--	1.43%
FidelityÒ VIP Asset ManagerSM Portfolio (Initial Class)	0.53%	--	0.12%	0.65%	--	0.65%
FidelityÒ VIP ContrafundÒ Portfolio (Initial Class)	0.57%	--	0.11%	0.68%	--	0.68%

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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
FidelityÒ VIP Equity-Income Portfolio (Initial Class)	0.47%	--	0.11%	0.58%	--	0.58%
FidelityÒ VIP High Income Portfolio (Initial Class)	0.58%	--	0.13%	0.71%	--	0.71%
FidelityÒ VIP Index 500 Portfolio (Initial Class)(9)	0.10%	--	--	0.10%	--	0.10%
FidelityÒ VIP Overseas Portfolio (Initial Class)	0.72%	--	0.19%	0.91%	--	0.91%
Franklin Small Cap Value Securities Fund (Class 2)(10)(11)	0.53%	0.25%	0.18%	0.96%	0.04%	0.92%
ING American Century Select Portfolio (Initial Class) (12)	0.64%	--	0.02%	0.66%	--	0.66%
ING Baron Small Cap Growth Portfolio (Service Class) (13)	0.85%	--	0.65%	1.50%	0.05%	1.45%
ING GET U.S. Core Portfolio (14)(15)(16)	0.60%	0.25%	0.15%	1.00%	--	1.00%
ING JPMorgan Fleming International Portfolio (Initial Class)	0.80%	--	0.20%	1.00%	--	1.00%
ING MFS Capital Opportunities Portfolio (Initial Class)	0.65%	--	0.25%	0.90%	--	0.90%
ING Oppenheimer Global Portfolio (Initial Class) (12)	0.60%	--	0.06%	0.66%	--	0.66%
ING Oppenheimer Strategic Income Portfolio (Initial Class) (17)	0.50%	--	0.04%	0.54%	--	0.54%
ING PIMCO Total Return Portfolio (Service Class) (18)	0.50%	--	0.60%	1.10%	--	1.10%
ING Salomon Brothers Aggressive Growth Portfolio (Initial Class)	0.69%	--	0.13%	0.82%	--	0.82%
ING Salomon Brothers Large Cap Growth Portfolio (Initial Class) (12)	0.64%	--	0.23%	0.87%	--	0.87%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) (12)	0.64%	--	0.02%	0.66%	--	0.66%
ING T. Rowe Price Growth Equity Portfolio (Initial Class)	0.60%	--	0.15%	0.75%	--	0.75%
ING UBS U.S. Large Cap Equity Portfolio (Initial Class)	0.70%	--	0.15%	0.85%	--	0.85%
ING Van Kampen Comstock Portfolio (Service Class) (13)	0.60%	--	0.60%	1.20%	0.07%	1.13%
ING Van Kampen Equity and Income Portfolio (Initial Class) (12)	0.55%	--	0.02%	0.57%	--	0.57%
ING VP Balanced Portfolio, Inc. (Class I) (19)	0.50%	--	0.09%	0.59%	--	0.59%
ING VP Emerging Markets Fund, Inc. (20)(21)	0.85%	--	0.39%	1.24%	(0.05%)	1.29%
ING VP Global Science and Technology Portfolio (Class I) (19)(22)	0.95%	--	0.10%	1.05%	--	1.05%
ING VP Growth and Income Portfolio (Class I) (19)	0.50%	--	0.08%	0.58%	--	0.58%
ING VP Growth Portfolio (Class I) (19)(22)	0.60%	--	0.09%	0.69%	--	0.69%
ING VP Index Plus LargeCap Portfolio (Class I) (19)(22)	0.35%	--	0.09%	0.44%	--	0.44%

PRO.75962-05 8

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 VP Index Plus MidCap Portfolio (Class I) (19)(22)	0.40%	--	0.09%	0.49%	--	0.49%
ING VP Index Plus SmallCap Portfolio (Class I) (19)(22)	0.40%	--	0.09%	0.49%	--	0.49%
ING VP Intermediate Bond Portfolio (Class I) (19)	0.40%	--	0.08%	0.48%	--	0.48%
ING VP International Equity Portfolio (Class I) (19)(22)	0.85%	--	0.10%	0.95%	(0.20%)	1.15%
ING VP Money Market Portfolio (Class I) (19)	0.25%	--	0.09%	0.34%	--	0.34%
ING VP Natural Resources Trust (20)(21)	1.00%	--	0.33%	1.33%	--	1.33%
ING VP Real Estate Portfolio (Class I)(23)(24)	0.80%	--	0.45%	1.25%	0.20%	1.05%
ING VP Small Company Portfolio (Class I) (19)(22)	0.75%	--	0.09%	0.84%	--	0.84%
ING VP Strategic Allocation Balanced Portfolio (Class I) (19)(22)	0.60%	--	0.10%	0.70%	--	0.70%
ING VP Strategic Allocation Growth Portfolio (Class I) (19)(22)	0.60%	--	0.10%	0.70%	--	0.70%
ING VP Strategic Allocation Income Portfolio (Class I) (19)(22)	0.60%	--	0.10%	0.70%	0.05%	0.65%
ING VP Value Opportunity Portfolio (Class I) (19)(22)	0.60%	--	0.09%	0.69%	--	0.69%
Lord Abbett Series Fund - Mid-Cap Value Portfolio (Class VC)	0.75%	--	0.42%	1.17%	--	1.17%
MFSÒ Total Return Series (Initial Class) (25)	0.75%	--	0.08%	0.83%	--	0.83%
New Perspective Fund® (Class R-4)(26)(27)	0.39%	0.25%	0.19%	0.83%	--	0.83%
Oppenheimer Developing Markets Fund (Class A)(28)	0.91%	0.24%	0.37%	1.52%	--	1.52%
Pax World Balanced Fund, Inc.	0.50%	0.24%	0.21%	0.95%	--	0.95%
Pioneer Equity Income VCT Portfolio (Class I)	0.65%	--	0.07%	0.72%	--	0.72%
Pioneer Mid Cap Value VCT Portfolio (Class I)	0.65%	--	0.07%	0.72%	--	0.72%
The Growth Fund of America® (Class R-4)(29)	0.29%	0.25%	0.17%	0.71%	--	0.71%
Washington Mutual Investors FundSM (Class R-4)(30)	0.28%	0.25%	0.17%	0.70%	--	0.70%

Footnotes to "Fund Expense Table"
(1)	The Company may receive compensation from each of the funds or the funds' affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in this Fund Expense Table and the fund prospectus. The Company may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company to the funds or the funds' affiliates. These additional payments may also be used by the company to finance distribution. These additional payments are made by the funds or the funds' affiliates to the Company and do not increase, directly or indirectly, the fees and expenses shown above. See "Fees - Fund Fees and Expenses" for additional information.
(2)	In the case of fund companies affiliated with the Company, where the Company or an affiliated investment adviser employs subadvisers to manage the funds, no payments are made to the Company or the affiliated investment adviser by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to attend business meetings or training conferences. The investment management fee shown in the fee table is apportioned between the Company or other affiliated investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts of revenue retained by the investment adviser, including the Company. This apportionment of the investment advisory fee does not increase, directly or indirectly, the fees and expenses shown above. See "Fees - Fund Fees and Expenses" for additional information.

PRO.75962-05 9

(3)	The Fund's advisor has contractually agreed to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items as discussed in the fund's prospectus) of Series I shares to 1.30% of average daily net assets for each series portfolio of AIM Variable Insurance Funds. The expense limitation agreements are in effect through April 30, 2006. Please refer to the fund's prospectus for more detailed information.
(4)	The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan, the fund's Advisor Class pays an annual fee of 0.50% of Advisor Class average net assets, half for certain shareholder and administrative services and half for distribution services.
(5)	Expenses are based on expenses for the Portfolio's most recent fiscal year ended December 31, 2004. Management fees include the Subadvisory fees paid by the Advisor ("Calvert"), to the Subadvisors, and the administrative fee paid by the Portfolio to Calvert Administrative Services Company, an affiliate of Calvert.
(6)	Annual fund operating expenses shown in the table are annualized based on the fund's fiscal year ended March 31, 2004. 12b-1 fees may not exceed 0.50% for Class R-4 of the class' average net assets annually. A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund.
(7)	Expense information listed above is for the fiscal year ended July 31, 2004. The management fees have been restated to reflect current fees. The Fund's investment advisor may voluntarily waive its fees and/or reimburse the Fund for certain of its expenses in order to reduce expense ratios. The Fund's investment advisor may cease these voluntary waivers and/or reimbursements at any time. Expenses listed above do not reflect voluntary fee waivers and/or expense reimbursements. Including current voluntary fee waivers and/or expense reimbursements, Total Annual Fund Operating Expenses were 1.36% for Class A.
(8)	Effective April 8, 2005, Rule 12b-1 fees for Class A shares of the fund will be paid at a rate of 0.25% of the fund's average daily net assets.
(9)	Effective March 1, 2005, the terms of the fund's expense limit were changed to make it more permanent. Under the new arrangement, management fees for the fund have been reduced to 0.10%, and fund expenses are limited to 0.10% (these limits do not apply to interest, taxes, brokerage commissions, securities lending fees, or extraordinary expenses). Under the new contract, this expense limit may not be increased without approval of the fund's shareholders and board of trustees. Thus, the expense limit is now required by contract and is no longer voluntary on the fund manager's part. The expense limit does not, however, apply to new funds or classes that may be created in the future.
(10)	While the maximum amount payable under the Fund's class rule 12b-1 plan is 0.35% per year of the Fund's class average annual net assets, the Board has set the current rate at 0.25% per year.
(11)	The manager had agreed in advance to reduce its fee to reflect reduced services resulting form the fund's investment in a Franklin Templeton money fund. This reduction is required by the fund's Board of Trustees and an exemptive order by the SEC. The Fund's fiscal year end is April 30.
(12)	Effective December 1, 2004, Management (Advisory) Fees were restated to reflect a decrease as follows: from 0.80% to 0.64% for ING American Century Select Portfolio; from 0.70% to 0.64% for ING Salomon Brothers Large Cap Growth 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. Effective December 1, 2004, the administrative fees (included in Other Expenses) were restated to reflect an increase/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; from 0.60% to 0.06% for ING Oppenheimer Global Portfolio, and from 0.20% to 0.23% for ING Salomon Brothers Large Cap Growth Portfolio.
(13)	Other Expenses include a Shareholder Services fee of 0.25%. The Administrator of the Fund has contractually agreed to waive all or a portion of its administrative services fees and/or reimburse administrative expenses for ING Baron Small Cap Growth and ING Van Kampen Comstock Portfolios so that the Net Annual Fund Operating Expenses for these Portfolios shall not exceed 1.45%, and 1.13%, respectively, through May 1, 2006. Without this waiver, the Net Annual Fund Operating Expenses would be 1.50% for ING Baron Small Cap Growth and 1.20% for ING Van Kampen Comstock Portfolios.
(14)	Investments are accepted into the ING GET U.S. Core Portfolio only during the Offering Period. See Appendix III in the contract prospectus for a listing of Offering and Guarantee Periods for projected ING GET U.S. Core Portfolio offerings.
(15)	The amounts shown are the estimated operating expenses during the Guarantee Period for the Series as a ratio of expenses to average daily net assets. Expenses during the Offering Period are: Management (Advisory) Fees of 0.25%; 12b-1 Fee of 0.25%; Other Expenses of 0.15%; Total Annual Fund Operating Expenses of 0.65% and Net Annual Fund Operating Expenses of 0.65%. Pursuant to a Distribution Plan adopted by the Series under Rule 12b-1 under the 1940 Act, the Series pays ING Funds Distributor, LLC (the "Distributor") an annual fee of up to 0.25% of average daily net assets attributable to the Series' shares. The distribution fee may be used by the Distributor for the purpose of promoting the sale of the Series' shares and providing certain related services. For additional information, please see the Series' SAI.
(16)	ING Investments, LLC, the investment adviser to the Series, has entered into an expense limitation contract with the Series under which it will limit expenses of the Series, excluding expenses such as interest, taxes, brokerage and extraordinary expenses, through December 31, 2006. The expense limit for the Series is shown as Net Annual Fund Operating Expenses in the table above. For further information regarding the expense limitation agreements, see the Fund's prospectus.
(17)	Based on estimated expenses for the current fiscal year.
(18)	Other Expenses include a Shareholder Services fee of 0.25%.

PRO.75962-05 10

(19)	The amounts shown are estimated operating expenses for Class I shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, adjusted for contractual changes, if any, and fee waivers to which ING Investments, LLC, the investment adviser to each Portfolio, has agreed for each Portfolio. ING Funds Services, LLC receives an annual administrative fee (included in Other Expenses) equal to 0.055% on the first $5 billion of daily net assets and 0.03% thereafter.
(20)	The amounts shown are the estimated operating expenses for shares of each fund as a ratio of expenses to average daily net assets. These estimates are based on each Fund's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which ING Investments, LLC, the investment adviser to each Fund, has agreed.
(21)	ING Funds Services, LLC receives an annual administration fee (included in Other Expenses) equal to 0.10% of each Fund's average daily net assets. ING Investments, LLC has entered into a written expense limitation agreement with each Fund under which it will limit expenses of the Funds, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by ING Investments, LLC within three years. The amount of each Fund's expenses waived, reimbursed or recouped during the last fiscal year by ING Investments, LLC is shown under the heading Fees and Expenses Waived or Reimbursed. Recoupments are shown as negative numbers. The expense limit is 2.50% for each Fund. The expense limits will continue through at least May 1, 2006. In addition, effective January 1, 2005, pursuant to a side agreement which is not reflected in the fund expense table, ING Investments, LLC has lowered the expense limit to 1.75% for ING VP Emerging Markets Fund and to 1.18% for ING VP Natural Resources Trust through at least December 31, 2005. There is no guarantee that this side agreement will continue after that date. Any fees waived pursuant to the side agreement shall not be eligible for recoupment. For further information regarding the expense limitation agreements, see the Fund's prospectus.
(22)	ING Investments, LLC, the investment adviser to each Portfolio, has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolios, excluding interest, brokerage and extraordinary expenses, subject to possible recoupment by ING Investments, LLC within three years. The amount of each Portfolio's expenses waived, reimbursed or recouped during the last fiscal year is shown under the heading Fees and Expenses Waived or Reimbursed. Recoupments are shown as negative numbers under Fees and Expenses Waived or Reimbursed. The expense limits will continue through at least May 1, 2006. For further information regarding the expense limitation agreements, see the Fund's prospectus.
(23)	The amounts shown are the estimated operating expenses for Class I shares of the Portfolio as a ratio of expenses to average daily net assets. For ING VP Real Estate Portfolio, which has not had a full year of operations as of December 31, 2004, expenses are based on estimated amounts for the current fiscal year.
(24)	ING Funds Services, LLC receives an annual administration fee (included in Other Expenses) equal to 0.10% of the Portfolio's average daily net assets. ING Investments, LLC has entered into a written expense limitation agreement with ING Variable Products Trust under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by ING Investments, LLC within three years. The amount of expenses proposed to be waived during the current fiscal year by ING Investments, LLC for ING VP Real Estate Portfolio is shown under the heading Fees and Expenses Waived or Reimbursed. The expense limits will continue through at least May 1, 2006. For further information regarding the expense limitation agreements, see the Fund's prospectus.
(25)	The series has an expense offset arrangement that reduces the series' custodian fee based upon the amount of cash maintained by the series with its custodian and dividend disbursing agent. The series may have entered into or may enter into brokerage arrangements, that reduce or recapture the series' expenses. Other Expenses do not take into account these expense reductions, and are therefore higher than the actual expenses of the series. Had these expense reductions been taken into account, Net Annual Fund Operating Expenses would be lower and would equal 0.82% for MFS Total Return Series.
(26)	Annual fund operating expenses shown in the table are based on the fund's fiscal year ended September 30, 2004. 12b-1 fees may not exceed 0.50% for Class R-4 of the class' average net assets annually. A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund.
(27)	The fund's investment adviser is waiving a portion of its management fees. Figures shown reflect the waiver. Please see the fund's prospectus or annual report for details. The reimbursement for Class R-4 shares did not change the net expenses reported in the table for this share class.
(28)	The fees and expenses in the table are based on the Fund's expenses during its fiscal year ended August 31, 2004. Expenses may vary in future years. Other Expenses include transfer agent fees, custodial fees, and accounting and legal expenses that the Fund pays. The Other Expenses in the table are based on, among other things, the fees the Fund would have paid if the transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees to 0.35% of average daily net assets per fiscal year. That undertaking may be amended or withdrawn at any time.
(29)	Annual fund operating expenses shown in the table above are based on the fund's fiscal year ended August 31, 2004. 12b-1 fees may not exceed 0.50% for Class R-4 of the class' average net assets annually. A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund.
(30)	Annual fund operating expenses shown in the table are annualized based on the fund's fiscal year ended April 30, 2004. 12b-1 fees may not exceed 0.50% for Class R-4 of the class' average net assets annually. A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund.
PRO.75962-05		11

Hypothetical Examples
The following Examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contract holder transaction expenses, the maximum separate account annual expenses applicable to the particular fund, and fund fees and expenses.
Example 1: The following Examples assume that you invest $10,000 in the contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume the maximum fees and expenses of any of the funds as listed in the "Total Annual Fund Operating Expenses" column in the Fund Expense Table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
(A) If you withdraw your entire account value at the end of the applicable time period*:				(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the applicable time period**:
1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
$780	$1,359	$1,964	$3,099	$280	$859	$1,464	$3,099

Example 2: The following Examples assume that you invest $10,000 in the contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume the minimum fees and expenses of any of the funds as listed in the "Total Annual Fund Operating Expenses" column in the Fund Expense Table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
(A) If you withdraw your entire account value at the end of the applicable time period*:				(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the applicable time period**:
1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
$637	$928	$1,239	$1,624	$137	$428	$739	$1,624

* This example reflects deduction of an early withdrawal charge calculated using the schedule applicable to Installment Purchase Payment Contracts. The Installment Purchase Payment Contracts schedule is listed in "Fees." Under that schedule, if only one $10,000 payment was made as described above, fewer than 5 purchase payment periods would have been completed at the end of years 1, 3 and 5, and the 5% charge would apply. At the end of the tenth account year the early withdrawal charge is waived regardless of the number of purchase payment periods completed, and no early withdrawal charge would apply.

** This example does not apply if during the income phase a nonlifetime payment option with variable payments is selected and a lump-sum withdrawal is requested within 3 years after payments start. In this case, the lump-sum payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge as shown in Example A.

PRO.75962-05 12

CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. In Appendix V, we provide condensed financial information about the Variable Annuity Account C (the separate account) subaccounts available under the contracts. The tables show the value of the subaccounts over the past 10 years. For subaccounts that were not available 10 years ago, we give a history from the date of first availability.

INVESTMENT OPTIONS

The contract offers variable investment options and fixed interest options. When we establish your account(s), you instruct us to direct account dollars to any of the available options.

Variable Investment Options. These options are called subaccounts. The subaccounts are within Variable Annuity Account C (the separate account), a separate account of the Company. Each subaccount invests in a specific mutual fund. Earnings on amounts invested in a subaccount will vary depending upon the performance and fees of its underlying fund. You do not invest directly in or hold shares of the funds.

• Fund Descriptions. We provide brief descriptions of the funds in Appendix IV. Please refer to the fund prospectuses for additional information. Fund prospectuses may be obtained, free of charge, from the Opportunity Plus Service Center at the address and telephone number listed under "Contract Overview - Questions: Contacting the Company," by accessing the SEC's web site or by contacting the SEC Public Reference Room.

Fixed Interest Options. For descriptions of the fixed interest options, see Appendix I and II and the Guaranteed Accumulation Account prospectus.

ING GET U.S. Core Portfolio. An ING GET U.S. Core Portfolio ("ING GET Fund") series may be available during the accumulation phase of the contract. We make a guarantee, as described below, when you allocate money into an ING GET Fund series. Each ING GET Fund series has an offering period of three months which precedes the guarantee period. The ING GET Fund investment option may not be available under your contract, under your plan, or in your state.

Various series of the ING GET Fund may be offered from time to time and additional charges will apply if you elect to invest in one of these series. Please see Appendix III for a projected schedule of ING GET Fund series offerings. The Company makes a guarantee when you direct money into an ING GET Fund series. We guarantee that the value of an accumulation unit of the ING GET Fund subaccount for that series under the Contract on the maturity date will not be less than its value as determined after the close of business on the last day of the offering period for that ING GET Fund series. If the value on the maturity date is lower than it was on the last day of the offering period, we will add funds to the ING GET Fund subaccount for that series to make up the difference. This means that if you remain invested in the ING GET Fund series until the maturity date, at the maturity date, you will receive no less than the value of your separate account investment directed to the ING GET Fund series as of the last day of the offering period, less charges not reflected in the accumulation unit value such as the maintenance fee and less any amounts you transfer or withdraw from the ING GET Fund subaccount for that series. The value of dividends and distributions made by the ING GET Fund series throughout the guarantee period is taken into account in determining whether, for purposes of the guarantee, the value of your ING GET Fund investment on the maturity date is no less than its value as of the last day of the offering period. If you withdraw or transfer funds from an ING GET Fund series prior to the maturity date, we will process the transactions at the actual unit value next determined after we receive your request. The ING GET Fund subaccount is not available for dollar cost averaging, automatic rebalancing, or for income phase payments.

PRO.75962-05 13

Before the maturity date, we will send a notice to each participant who has allocated amounts to the ING GET Fund series. This notice will remind you that the maturity date is approaching and that you must choose other investment options for your ING GET Fund series amounts. If you do not make a choice, on the maturity date we will transfer your ING GET Fund series amounts to another available series of the ING GET Fund that is then accepting deposits under your contract or plan. If no ING GET Fund is then available under your contract or plan, we will transfer your ING GET Fund series amounts to a balanced fund advised by ING Investments, LLC (or another adviser affiliated with the Company) available under the contract that has the best 5-year standardized performance. If there are no such balanced funds available under the contract, we will transfer your ING GET Fund series amounts to a core U.S. equity fund advised by ING Investments, LLC (or another adviser affiliated with the Company) available under the contract that has the best 5-year standardized performance. All amounts not transferred to a new ING GET Fund series, as outlined above, will be subject to market risk including the possible loss of principal.

Please see the ING GET U.S. Core Portfolio prospectus for a complete description of the ING GET Fund investment option, including charges and expenses.

Selecting Investment Options

• Choose options appropriate for you. Your local representative can help you evaluate which investment options may be appropriate for your financial goals.
• Understand the risks associated with the options you choose. Some subaccounts invest in funds that are considered riskier than others. Funds with additional risks are expected to have a value that rises and falls more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to additional risks not associated with domestic investments, and their performance may vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks.
• Be informed. Read this prospectus, the fund prospectus, fixed interest option appendices and the Guaranteed Accumulation Account prospectus.

Limits on Option Availability. We may add, withdraw or substitute funds, subject to the conditions in the contract and compliance with regulatory requirements. In the case of a substitution, the new fund may have different fees and charges than the fund it replaced.

Limits on Number of Options Selected. No more than 18 investment options may be selected for your account at any one time during the accumulationphase.If you have anoutstanding loan, you may currently make a total of 18 cumulative selectionsover the life of your account. Each subaccount, the Fixed Account and eachclassification of the Guaranteed Accumulation Account counts as one option. If youhave a loan on the account, each option counts toward the limit, even after the fullvalue is transferred to other options.

PRO.75962-05 14

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.

Additional Risks of Investing in the Funds.

Insurance-Dedicated Funds (Mixed and Shared Funding)

"Mixed funding" occurs when shares of a fund, which the subaccounts buy for variable annuity contracts, are bought for variable life insurance contracts issued by us or other insurance companies.

"Shared funding" occurs when shares of a fund, which the subaccounts buy for variable annuity contracts, are also bought by other insurance companies for their variable annuity contracts.

• Mixed-bought for annuities and life insurance.

Shared-bought by more than one company.

Public Funds. The following funds, which the subaccounts buy for variable annuity contracts, are also available to the general public:

• American Century^® Income & Growth Fund (Advisor Class)

EuroPacific Growth Fund^® (Class R-4)

Evergreen Special Values Fund (Class A)

New Perspective Fund^® (Class R-4)

Oppenheimer Developing Markets Fund (Class A)

Pax World Balanced Fund, Inc.

The Growth Fund of America^® (Class R-4)

Washington Mutual Investors Fund^SM (Class R-4)

See "Taxation-Use of Public Funds in a Section 403(b) Contract" for a discussion of investing in one of the public funds under a 403(b) annuity contract.

Possible Conflicts of Interest. With respect to the insurance-dedicated funds and the public funds, it is possible that a conflict of interest may arise due to mixed and shared funding, a change in law affecting the operations of variable annuity separate accounts, differences in the voting instructions of the contract holder and others maintaining a voting interest in the funds, or some other reason. Such a conflict could adversely impact the value of a fund. For example, if a conflict of interest occurred and one of the subaccounts withdrew its investment in a fund, the fund may be forced to sell its securities at disadvantageous prices, causing its share value to decrease. Each insurance-dedicated fund's board of directors or trustees will monitor events in order to identify any material irreconcilable conflicts which may arise and to determine what action, if any, should be taken to address such conflicts. With respect to both the public funds and the insurance-dedicated funds, in the event of a conflict, the Company will take any steps necessary to protect contract holders and annuitants maintaining a voting interest in the funds, including the withdrawal of Variable Annuity Account C from participation in the funds which are involved in the conflict.

PRO.75962-05 15

TRANSFERS

Transfers Among Investment Options. During the accumulation phase and the income phase, you may transfer among investment options. During the income phase you may make up to twelve transfers per calendar year among available investment options. You may make a request in writing, by telephone or electronically. Transfers must be made in accordance with the terms of the contract and your plan. Transfers to an ING GET Fund series may only be made during the offering period for that ING GET Fund series. Transfers from fixed interest options are restricted as outlined in Appendices I and II.

Value of Transferred Dollars. The value of amounts transferred into or out of the subaccounts will be based on the subaccount unit values next determined after we receive your request in good order at the Opportunity Plus Service Center, or if you are participating in the Dollar Cost Averaging Program, after your scheduled transfer. (See "Contract Overview - Questions.")

Telephone and Electronic Transfers: Security Measures. To prevent fraudulent use of telephone and electronic transactions (including, but not limited to, Internet transactions), we have established security procedures. These include recording calls on our toll-free telephone lines and requiring use of a personal identification number (PIN) to execute transactions. You are responsible for keeping your PIN and account information confidential. If we fail to follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or other electronic transactions. We are not liable for losses resulting from telephone or electronic instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

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 and participants. 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 or participants,

we will take the following actions to deter such transfer 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.

Additionally, if such transfer activity is initiated by a market-timing organization or individual or other party authorized to give transfer instructions on behalf of multiple contract owners or participants, 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 or participant; and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one contract holder or participant at a time.

PRO.75962-05 16

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, participants and fund investors and/or state or federal regulatory requirements. If we modify such standard, it will be applied uniformly to all contract holders and participants or, as applicable, to all contract holders and participants 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. If it is not completely successful, fund performance and management may be adversely affected, as noted above.

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.

The Dollar Cost Averaging Program. The contracts allow you to participate in our dollar cost averaging program. There is no additional charge for this program. Dollar cost averaging is a system for investing that buys fixed dollar amounts of an investment at regular intervals, regardless of price. Our program transfers, at regular intervals, a fixed dollar amount from the ING VP Money Market Portfolio to the Fixed Account, Guaranteed Accumulation Account, or one or more subaccounts that you select. Allocations to the Fixed Account may limit your ability to execute subsequent transfers out of this fixed option. Amounts transferred to or from the Fixed Account and subsequently withdrawn from the contract during the accumulation phase may be subject to early withdrawal charge. See "Fees." Amounts transferred from the Guaranteed Accumulation Account before the end of a guaranteed term may be subject to a market value adjustment. See Appendix I and the Guaranteed Accumulation Account prospectus. Dollar cost averaging is not permitted into the ING VP Natural Resources Trust and ING GET Fund subaccounts. Dollar cost averaging neither ensures a profit nor guarantees against loss in a declining market. You should consider your financial ability to continue purchases through periods of low price levels. For additional information about this program, contact your local representative or call the Company at the number listed in "Contract Overview-Questions." This program is not available to the participants in the Asset Rebalancing Program.

The Asset Rebalancing Program. This program allows you to have your account value automatically reallocated to specified percentages on a scheduled basis. If elected, only account values invested in the variable investment options (excluding the ING GET Fund subaccount) are eligible to be rebalanced. Account values invested in the Guaranteed Accumulation Account and the Fixed Account are not eligible to be rebalanced. To elect to participate in Asset Rebalancing, you should contact the Opportunity Plus Service Center. This program is not available to participants in the dollar cost averaging program.

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CONTRACT PURCHASE OR PARTICIPATION
Contracts Available for Purchase. The contracts available for purchase are deferred annuity contracts that the Company offers in connection with supplemental retirement programs under Tax Code Section 403(b). The plans are established by school boards and public universities in the state of New York, for participants who are members and agency fee payers of the New York State United Teachers Trust (NYSUT) and United University Professions (UUP).
There are two group deferred variable annuity contracts:
(1)	Single purchase payment contracts issued for lump-sum transfers to us of amounts accumulated under a pre-existing plan; and
(2)	Installment purchase payment contracts established to accept continuing periodic payments.
We reserve the right to set a minimum purchase payment on single purchase payment contracts. Lump-sum transfers below this minimum will be applied to an installment purchase payment contract.
Use of an Annuity Contract in your Plan. Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account (such as a 403(b) retirement plan), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the tax qualified account itself. Annuities do provide other features and benefits (such as the option of lifetime income phase options at established rates) which may be valuable to you. You should discuss your alternatives with your local representative taking into account the additional fees and expenses you may incur in an annuity.
Purchasing the Contract. The contract holder completes the required forms and the local representative submits them to the Company. We approve the forms and issue a contract to the contract holder.
Participating in the Contract. To participate in the contract, your local representative will assist you in completing an enrollment form and submit it to the Opportunity Plus Service Center. (See "Contract Overview - Questions.") If your enrollment is accepted, we establish one or more accounts for you under the contract(s). We may establish an employee account for contributions from your salary or rollover amount and an employer account for employer contributions. Your account includes amounts held under both the installment purchase payment contract and the single purchase payment contract.
Acceptance or Rejection of Application or Enrollment Forms. We must accept or reject an application or your enrollment materials within two business days of receipt. If the forms are incomplete, we may hold any forms and accompanying payments for five days, unless you consent to our holding them longer. Under limited circumstances, we may also agree, for a particular plan, to hold payments for longer periods with the permission of the contract holder. If we agree to this, we will deposit the payments in the ING VP Money Market Portfolio subaccount until the forms are completed (for a maximum of 105 days). If we reject the application or enrollment forms, we will return the forms and any payments.
Allocating Purchase Payments to the Investment Options. You direct us to allocate initial purchase payments to the investment options available under the plan. Generally you will specify this information on your enrollment materials. After your enrollment, changes to allocations for future purchase payments or transfer of existing balances among investment options may be requested in writing and by telephone or electronically.
Allocations must be in whole percentages and there may be limitations on the number of investment options that can be selected at any one time. (See "Investment Options" and "Transfers.")

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Factors to Consider in the Purchase Decision. The decision to purchase or participate in the contract should be discussed with your local representative, making sure that you understand the investment options it provides, its other features, the risks and potential benefits you will face, and the fees and expenses you will incur. You should pay attention to the following issues, among others:
(1)	Long-Term Investment - This contract is a long-term investment, and is typically most useful as part of a personal supplemental retirement program. Early withdrawals may be restricted by the Tax Code or your plan or may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time funds are left in the contract. You should not participate in this contract if you are looking for a short-term investment or expect to need to make withdrawals before you are 59 1/2.
(2)	Investment Risk - The value of investment options available under this contract may fluctuate with the markets and interest rates. You should not participate in this contract in order to invest in these options if you cannot risk getting back less money than you put in.
(3)	Features and Fees - The fees for this contract reflect costs associated with the features and benefits it provides. As you consider this contract, you should determine the value that these various benefits and features have for you, given your particular circumstances, and consider the charges for those features.
(4)	Exchanges - If this contract will be a replacement for another annuity contract or mutual fund option under the plan, you should compare the two options carefully, compare the costs associated with each, and identify additional benefits available under this contract. If you are exchanging from another annuity contract, New York state law requires completion of Replacement Forms, which will assist you in this comparison.You should consider whether these additional benefits justify incurring a new schedule of early withdrawal charges or any increased charges that might apply under this contract. Also, be sure to talk to your local representative or tax adviser to make sure that the exchange will be handled so that it is tax-free.
Other Products. We and our affiliates offer various other products with different features and terms than these contracts that may offer some or all of the same funds. These products have different benefits, fees and charges, and may offer different share classes of the funds offered in this contract that are less expensive. These other products may or may not better match your needs. You should be aware that there are alternative options available, and, if you are interested in learning more about these other products, contact your registered representative. These alternative options may not be available under your plan.

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CONTRACT OWNERSHIP AND RIGHTS

Who Owns the Contract? The contract holder. The contract holder is the school district or state operated State University of New York campus to which we have issued the master contract.

Who Owns Money Accumulated Under the Contract? We establish one or more accounts for you under the contracts. Generally, we establish an employee account to receive salary reduction and rollover amounts and an employer account to receive employer contributions. You have the right to the value of your employee account and any employer account.

What Rights Do I Have Under the Contract? You hold all rights under the contract and may make all elections for your accounts.

RIGHT TO CANCEL

When and How to Cancel. You or the contract holder may cancel your purchase within ten days after receiving the contract (or other document evidencing your interest) by returning it to the Opportunity Plus Service Center or the local representative along with a written notice of cancellation.

Refunds. We will produce a refund to you or the contract holder not later than seven days after we receive the contract or other document evidencing your interest and the written notice of cancellation at the Opportunity Plus Service Center. The refund will equal the dollars contributed to the contract plus any earnings or less any losses attributable to the purchase payments allocated to the variable investment options. Any mortality and expense risk charges and administrative expense charges (if any) deducted during the period you held the contract will not be returned. We will not deduct an early withdrawal charge. We will not apply a market value adjustment to any amounts you contributed to the Guaranteed Accumulation Account.

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FEES
The following repeats and adds to information provided in the "Fee Table" section. Please review both this section and the Fee Table for information on fees.	Types of Fees There are four types of fees your account may incur: Maximum Transaction Fees Early Withdrawal Charge Redemption Fees Fees Deducted from Investments in the Subaccounts Mortality and Expense Risk Charge Administrative Expense Charge Fund Fees and Expenses ING GET Fund Guarantee Charge Terms to Understand in the Schedules Account Year-a 12-month period measured from the date we establish your account, or measured from any anniversary of that date. Purchase Payment Period (for installment purchase payment contracts)-the period of time it takes to complete the number of installment payments expected to be made to your account over a year. For example, if your payment frequency is monthly, a payment period is completed after 12 payments are made. If only 11 payments are made, the payment period is not completed until the twelfth payment is made. At any given time, the number of payment periods completed can not exceed the number of account years completed, regardless of the number of payments made.
Maximum Transaction Fees
Early Withdrawal Charge Under installment purchase payment contracts, withdrawals of all or a portion of your Fixed Account value, or account values held in the subaccounts or the Guaranteed Accumulation Account that were attributable to amounts held in the Fixed Account at any time, may be subject to a charge. In the case of a partial withdrawal where you request a specified dollar amount, the amount withdrawn from your account will be the amount you specified plus adjustment for any applicable early withdrawal charge. There is no early withdrawal charge for single purchase payment contracts.
Amount. The charge is a percentage of the amount withdrawn. The percentage will be determined by the early withdrawal charge schedule that applies to your account. The charge will never be more than 8.5% of total payments to your account.
Purpose. This is a deferred sales charge. The charge reimburses us for some of the sales and administrative expenses associated with the contract. If our expenses are greater than the amount we collect for the early withdrawal charge, we may use any of our corporate assets, including potential profit that may arise from the mortality and expense risk charge, to make up any difference.
The early withdrawal charge applies to:
Amounts deposited in the Fixed Account and any earnings on such amounts;
Amounts that came from a subaccount or the Guaranteed Accumulation Account but then transferred to the Fixed Account (and any earnings on such amounts); or
Amounts that came from the Fixed Account but were then transferred to a subaccount or the Guaranteed Accumulation Account (and any earnings on such amounts).

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Early Withdrawal Charge Schedules:
Withdrawals from Fixed Account and Variable Investment Options*
Purchase Payment Periods Completed Fewer than 5 5 or more but fewer than 7 7 or more but fewer than 9 9 or 10 More than 10	Early Withdrawal Charge 5% 4% 3% 2% 0%

Early Withdrawal Charge Schedule For the Guaranteed Accumulation Account For Certain New York Contracts

The following schedule applies to withdrawals from the Guaranteed Accumulation Account under installment purchase payment master contracts issued after July 29, 1993 in the State of New York. This schedule is based on the number of completed account years. For all other contracts, the applicable Early Withdrawal Charge Schedule for withdrawals from the Guaranteed Accumulation Account under installment purchase payment contracts is the same schedule that applies to withdrawals from the Variable Investment Options and the Fixed Account.

Withdrawals from the Guaranteed Accumulation Account for Certain Installment Purchase Payment Contracts*
Account Years Completed Fewer than 3 3 or more but fewer than 4 4 or more but fewer than 5 5 or more but fewer than 6 6 or more but fewer than 7 7 or more	Early Withdrawal Charge 5% 4% 3% 2% 1% 0%

* The early withdrawal charge applies to account values in the variable investment options and the Guaranteed Accumulation Account only if they were attributable to amounts held in the Fixed Account at any time.

Waiver. The early withdrawal charge is waived for portions of a withdrawal where one or more of the following apply:

• Used to provide payments to you during the income phase;

Paid because of your death before income phase payments begin;

Paid where your account value is $2,500 or less and no part of the account has been taken as a withdrawal or a loan or used to provide income phase payments within the prior 12 months;

Taken because of the election of a systematic distribution option (See "Systematic Distribution Options");

Taken when you are 59 1/2 or older, have an installment purchase payment account and have completed at least nine purchase payment periods;

Withdrawn due to disability as specified in the Tax Code;

Taken on or after the tenth anniversary of the effective date of the account;

Due to a financial hardship as defined in the Tax Code; or

Withdrawn due to your separation from service with your current employer, while meeting the age and service requirements to receive benefits under the New York State Teachers' or Employee's Retirement Systems (even if you are not a member of either system).

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Waivers of Early Withdrawal Charge. Although the Tax Code permits distributions upon a participant's severance from employment, the contracts do not provide for a waiver of early withdrawal charges unless the severance from employment would have otherwise qualified as a separation from service prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 and you meet the other requirements set forth in the contract.

Free Withdrawals. If you are between the ages of 59 1/2 and 70 1/2, you may withdraw up to 10% of your account value during each calendar year without being charged a withdrawal fee. The free withdrawal only applies to the first partial withdrawal you make in each calendar year. The 10% amount will be based on your account value calculated on the valuation date next following our receipt of your request for withdrawal. Outstanding contract loans are excluded from the account value when calculating the 10% free withdrawal amount.

The free withdrawal will not apply:

• To a full withdrawal of your account; or

To partial withdrawals due to a default on a contract loan.

Redemption Fees

If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your account value.

Fees Deducted From Investments in the Subaccounts

Mortality and Expense Risk Charge

Amount. During the accumulation phase the mortality and expense risk charge is 1.00% annually of your account value invested in the subaccounts, except the ING VP Money Market Portfolio subaccount which is 0.35% annually. See "The Income Phase - Charges Deducted" for fees deducted during the income phase.

When/How. We deduct this fee daily from the subaccounts corresponding to the funds you select. We do not deduct this from any fixed interest option.

Purpose. The fee compensates us for the mortality and expense risks we assume under the contracts.

• The mortality risks are those risks associated with our promise to make lifetime payments based on annuity rates specified in the contracts and our funding of the death benefit and other payments we make to owners or beneficiaries of the accounts.

The expense risk is the risk that the actual expenses we incur under the contracts will exceed the maximum costs that we can charge.

If the amount we deduct for this fee is not enough to cover our mortality costs and expenses under the contracts, we will bear the loss. We may use any excess to recover distribution costs relating to the contract and as a source of profit. We expect to make a profit from this fee.

Administrative Expense Charge

Maximum Amount. 0.25%. We currently do not impose this fee. We reserve the right, however, to charge up to 0.25% on an annual basis from your account value invested in the funds.

When/How. If imposed, we will deduct this fee daily from your account value held in the subaccounts corresponding to the funds you select. This fee may be assessed during the accumulation phase and/or the income phase. If we are imposing this fee under the contract when you enter the income phase, the fee will apply to you during the entire income phase.

Purpose. This fee helps defray our administrative expenses that cannot be covered by the mortality and expense risk charge described above. The fee is not intended to exceed the average expected cost of administering the contracts. We do not expect to make a profit from this fee.

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Fund Fees and Expenses

As shown in the Fund Expense Table which begins of on page 7 of this prospectus, each fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other expenses which may include service fees that may be used to compensate service providers, including the Company and its affiliates, for administrative and contract owner or participant services provided on behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of fund shares. For a more complete description of the funds' fees and expenses, review each fund's prospectus.

The Company or its U.S. affiliates receive varying levels of revenue from each of the funds available through the contract. In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to funds managed by the Company or other Company affiliates (including but not limited to ING Investments, LLC and Directed Services, Inc.), which funds may or may not also be subadvised by a Company affiliate. Assets allocated to funds managed by the Company or a Company affiliate but subadvised by unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to unaffiliated funds generally generate the least amount of revenue.

Types of Revenue Received from Affiliated Funds

Affiliated funds are (a) funds managed by the Company, ING Investments, LLC, Directed Services, Inc. or other Company affiliates, which may or may not also be subadvised by another Company affiliate; and (b) funds managed by the Company or a Company affiliate but which are subadvised by unaffiliated third parties.

Revenues received by the Company from affiliated funds include:

• For those funds which the Company serves as investment adviser, a share of the management fee deducted from fund assets and included within the "Management (Advisory) Fees" column of the Fund Expense Table that begins on page 7 of this prospectus;

Service fees that are deducted from fund assets and included within the "Other Expenses" column of the Fund Expense Table; and

For certain share classes, the Company or its affiliates may also receive compensation paid out of 12b-1 fees that are deducted from fund assets and disclosed in the "12b-1 Fees" column of the Fund Expense Table.

Additionally, the Company receives other revenues from affiliated funds which may be based either on an annual percentage of average net assets held in the fund by the Company or a percentage of the management fees shown in the Fund Expense Table. These revenues may be received as cash payments or according to a variety of financial accounting techniques which are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the Company.

Types of Revenue Received from Unaffiliated Funds

Revenues received from each of the unaffiliated funds or their affiliates is based on an annual percentage of the average net assets held in that fund by the Company. Some unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

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Revenues received by the Company or its affiliates from unaffiliated funds include:

• For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the Fund Expense Table; and

Additional payments for administrative, recordkeeping or other services which we provide to the funds or their affiliates or as an incentive for us to make the funds available through the contract. These additional payments are not disclosed in the Fund Expense Table and do not increase directly or indirectly the fees and expenses shown in the Fund Expense Table. These additional payments may be used by us to finance distribution of the contract.

The following table shows the twelve unaffiliated fund families and/or investment management groups which have funds currently offered through the contract, ranked according to the total amount they paid to the Company or its affiliates in 2004, in connection with the registered variable annuity contracts issued by the Company:

1) Fidelity Investments

2) OppenheimerFunds

3) AIM Investments

4) MFS Investment Management

5) Lord Abbett Funds

6) Calvert Funds

7) Franklin Templeton Investments

8) Pioneer Investments

9) Evergreen Investments

10) American Funds

11) Pax World Funds

12) American Century Investments

If the revenues received from affiliated funds were included in the table above, payments from ING Investments, LLC and other Company affiliates would be at the top of the list.

Please note certain management personnel and other employees of the Company or its affiliates may receive a portion of their total employment compensation based on the amount of net assets allocated to affiliated funds.

Premium and Other Taxes. Currently, there is no premium tax on annuities under New York regulations. If the state does impose a premium tax, it would be deducted from the amount applied to an income phase payment option. We reserve the right to deduct a charge for state premium tax at any time from the purchase payment(s) or from the account value at any time, but no earlier than when we have a tax liability under state law.

In addition, the Company reserves the right to assess a charge for any federal taxes due against the separate account. (See "Taxation.")

ING GET Fund Guarantee Charge

Various series of ING GET Fund may be offered from time to time, and additional charges may apply if you elect to invest in one of these series. The ING GET Fund guarantee charge is deducted each business day during the guarantee period if you elect to invest in the ING GET Fund. The amount of the ING GET Fund guarantee charge is 0.25% and is deducted from amounts allocated to the ING GET Fund investment option. This charge compensates us for the cost of providing a guarantee of accumulation unit values of the ING GET Fund subaccount. See "Investment Options - ING GET U.S. Core Portfolio."

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YOUR ACCOUNT VALUE

During the accumulation phase, your account value at any given time equals:

• Account dollars directed to the fixed interest options, including interest earnings to date; less

Deductions, if any, from the fixed interest options (e.g. withdrawals, fees); plus

The current dollar value of amounts held in the subaccounts, which takes into account investment performance and fees deducted from the subaccounts.

Subaccount Accumulation Units. When a fund is selected as an investment option, your account dollars invest in "accumulation units" of the Variable Annuity Account C subaccount corresponding to that fund. The subaccount invests directly in the fund shares. The value of your interests in a subaccount is expressed as the number of accumulation units you hold multiplied by an "accumulation unit value," as described below, for each unit.

Accumulation Unit Value (AUV). The value of each accumulation unit in a subaccount is called the accumulation unit value or AUV. The AUV varies daily in relation to the underlying fund's investment performance. The value also reflects deductions for fund fees and expenses, the mortality and expense risk charge, and the administrative charge (if any). We discuss these deductions in more detail in "Fee Table" and "Fees."

Valuation. We determine the AUV every business day after the close of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time). At that time, we calculate the current AUV by multiplying the AUV last calculated by the "net investment factor" of the subaccount. The net investment factor measures the investment performance of the subaccount from one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor. The net investment factor for a subaccount between two consecutive valuations, equals the sum of 1.0000 plus the net investment rate.

Net Investment Rate. The net investment rate is computed according to a formula that is equivalent to the following:

• The net assets of the fund held by the subaccount as of the current valuation; minus

The net assets of the fund held by the subaccount at the preceding valuation; plus or minus

Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset by foreign tax credits to the extent allowed); divided by

The total value of the subaccount units at the preceding valuation; minus

A daily deduction for the mortality and expense risk charge, and administrative expense charge, if any, and any other fees, such as guarantee charges for ING GET Fund, deducted from investments in the separate account.

The net investment rate may be either positive or negative.

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Hypothetical Illustration. As a hypothetical illustration, assume that an investor contributes $5,000 to his account and directs us to invest $3,000 in Fund A and $2,000 in Fund B. After receiving the contribution and following the next close of business of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time), the applicable AUV's are $10 for Subaccount A, and $25 for Subaccount B. The investor's account is credited with 300 accumulation units of Subaccount A and 80 accumulation units of Subaccount B.

				$5,000 contribution				Step 1: You make an initial contribution of $5000. Step 2:
				Step 1   â
		ING Life Insurance and Annuity Company
		Step 2   â						A. You direct us to invest $3,000 in Fund A. The purchase payment purchases 300 accumulation units of Subaccount A ($3,000 divided by the current $10 AUV). B. You direct us to invest $2,000 in Fund B. The purchase payment purchases 80 accumulation units of Subaccount B ($2,000 divided by the current $25 AUV).
	Variable Annuity Account C
	Subaccount A 300 accumulation units				Subaccount B 80 accumulation units		Etc.
								Step 3: The separate account then purchases shares of the applicable funds at the then current market value (net asset value or NAV).
	â     Step 3    â
			Fund A			Fund B
The fund's subsequent investment performance, expenses and charges, and the daily charges deducted from the subaccount, will cause the AUV to move up or down on a daily basis.
Purchase Payments to Your Account. If all or a portion of initial purchase payments are directed to the subaccounts, they will purchase subaccount accumulation units at the AUV next computed after our acceptance of the applicable application or enrollment forms. Any subsequent purchase payments or transfers directed to the subaccounts that we receive by the close of business of the New York Stock Exchange will purchase subaccount accumulation units at the AUV computed after the close of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time) on that day. The value of subaccounts may vary day to day.

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WITHDRAWALS
Making a Withdrawal. Subject to the Tax Code withdrawal restrictions described below, you may withdraw all or a portion of your account value at any time during the accumulation phase.		Taxes, Fees and Deductions Amounts withdrawn may be subject to one or more of the following: Early Withdrawal Charge (see "Fees-Early Withdrawal Charge") Redemption Fees (See "Fees-Redemption Fees") Market Value Adjustment (see Appendix I) To determine which may apply, refer to the appropriate sections of this prospectus, contact your local representative or call the Company at the number listed in "Contract Overview- Questions."
Steps for Making A Withdrawal. You must:
Select the Withdrawal Amount.
(1)	Full Withdrawal: You will receive, reduced by any required withholding tax, your account value allocated to the subaccounts, the Guaranteed Accumulation Account (plus or minus any applicable market value adjustment) and to the Fixed Account, minus any applicable early withdrawal charge.
(2)	Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any required withholding tax, the amount you specify, subject to the value available in your account. However, the amount actually withdrawn from your account will be the amount you specified plus adjustment for any applicable early withdrawal charge, and any positive or negative market value adjustment for amounts withdrawn from the Guaranteed Accumulation Account.
Select Investment Options. If not specified, we will withdraw dollars in the same proportion as the values you hold in the various investment options from each investment option in which you have an account value.
Properly complete a disbursement form and submit it to the Opportunity Plus Service Center.
Calculation of Your Withdrawal. We determine your account value every normal business day after the close of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time). We pay withdrawal amounts based on your account value either:
(1)	as of the next valuation after we receive a request for withdrawal in good order at the Opportunity Plus Service Center, or
(2)	on such later date as specified on the disbursement form.
Delivery of Payment. Payments for withdrawal requests will be made in accordance with SEC requirements. Normally, the payment will be sent not later than seven calendar days following our receipt of the disbursement form in good order at the Opportunity Plus Service Center.

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Withdrawal Restrictions from 403(b) Plans. Section 403(b)(11) of the Tax Code generally prohibits withdrawal under 403(b) contracts prior to your death, disability, attainment of age 59 1/2, severance from employment or financial hardship, of the following:
(1)	Salary reduction contributions made after December 31, 1988;
(2)	Earnings on those contributions, and;
(3)	Earnings during such period on amounts held as of December 31, 1988.
Income attributable to salary reduction contributions and credited on or after January 1, 1989, may not be distributed in the case of hardship.
Reinvestment Privilege. The contract allows one-time use of a reinvestment privilege. Within 30 days after a full withdrawal (or such longer period as required by law), if allowed by law and the contract, you may elect to reinvest all or a portion of the proceeds. We must receive reinvested amounts within 60 days of the withdrawal. We will credit the account for the amount reinvested based on the subaccount values next computed following our receipt of your request and the amount to be reinvested. We will credit the amount reinvested proportionally for early withdrawal charges imposed at the time of withdrawal. We will reinvest in the same investment options and proportions in place at the time of withdrawal. If you withdraw amounts from a series of the ING GET Fund and then elect to reinvest them, we will reinvest them in a GET Fund series that is then accepting deposits, if one is available. If one is not available, we will reallocate your GET amounts among other investment options in which you invested, on a pro rata basis. Special rules apply to reinvestments of amounts withdrawn from the Guaranteed Accumulation Account (see Appendix I). Seek competent advice regarding the tax consequences associated with reinvestment.

LOANS

Availability. You may take a loan from your account value during the accumulation phase. Loans are only allowed from amounts allocated to certain subaccounts and fixed interest options. Additional restrictions may apply under the Tax Code or due to our administrative practices. We reserve the right not to grant a loan request if the participant has an outstanding loan in default.

Requests. If you are eligible to obtain a loan, you may request one by properly completing the loan request form and submitting it to the Opportunity Plus Service Center. Read the terms of the loan agreement before submitting any request.

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SYSTEMATIC DISTRIBUTION OPTIONS
Availability of Systematic Distribution Options. These options may be exercised at any time during the accumulation phase of the contract. To exercise one of these options the account value must meet any minimum dollar amount and age criteria applicable to that option. To determine which systematic distribution options are available, call the Opportunity Plus Service Center at 1-800-677-4636.	Features of a Systematic Distribution Option A systematic distribution option allows the contract holder to elect for you to receive regular payments from your account, without moving into the income phase. By maintaining your account in the accumulation phase, certain rights and flexibility are retained and any accumulation phase fees may apply.
The following systematic distribution options may be available:
SWO-Systematic Withdrawal Option. SWO is a series of automatic partial withdrawals from your account based on the payment method selected. It is designed for those who want a periodic income while retaining investment flexibility for amounts accumulated under the contract. You may not elect this option if you have an outstanding contract loan.
LEO-Life Expectancy Option. This option provides for annual payments for a number of years equal to your life expectancy or the expectancy of you and a designated beneficiary. It is designed to meet the substantially equal periodic payment exception to the 10% premature distribution penalty under Tax Code section 72. (See "Taxation.")
ECO-Estate Conservation Option. ECO offers the same investment flexibility as SWO, but is designed for those who want to receive only the minimum distribution that the Tax Code requires each year. Under ECO, we calculate the minimum distribution amount required by law at the later of age 70 1/2 or retirement and pay you that amount once a year.
Availability of Systematic Distribution Options. The Company may offer additional systematic distribution options or discontinue the availability of one or all of the systematic distribution options at any time, and/or change the terms of future elections.
Terminating a Systematic Distribution Option. Once a systematic distribution option is elected, you may revoke it at any time by submitting a written request to the Opportunity Plus Service Center. Any revocation will apply only to the amount not yet paid. Once an option is revoked for an account, it may not be elected again until the next calendar year, nor may any other systematic distribution option be elected unless the Tax Code permits it.
Charges and Taxation. When you elect a systematic distribution option, your account value remains in the accumulation phase and subject to the charges and deductions described in the "Fees" section. Taking a withdrawal through a systematic distribution option may have tax consequences. If you are concerned about tax implications consult a tax adviser before one of these options is elected.

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	DEATH BENEFIT
During the Income Phase This section provides information about the accumulation phase. For death benefit information applicable to the income phase, see "Income Phase."	The contract provides a death benefit in the event of your death, which is payable to the beneficiary you name for your account. The designated beneficiary may be changed at any time. Such change will not become effective until written notice of the change is received by the Company.
	During the Accumulation Phase
	Payment Process
	1.	Following your death, your beneficiary must provide the Company with proof of death acceptable to us and a payment request in good order.
	2.	The payment request should include selection of a benefit payment option.
	3.	Within seven calendar days after we receive proof of death acceptable to us and a payment request in good order at the Opportunity Plus Service Center, we will mail payment, unless otherwise requested.
	Until a payment option is selected, account dollars will remain invested as at the time of your death, and no distribution will be made.
	If you die during the accumulation phase of your account, the following payment options are available to your beneficiary, if allowed by the Tax Code:
	Lump-sum payment;
	Payment in accordance with any of the available income phase payment options (see "The Income Phase-Payment Options"); or
	If the beneficiary is your spouse, payment in accordance with an available systematic distribution option (See "Systematic Distribution Options").
	The beneficiary may also leave the account value invested in the contract, subject to Tax Code limits on the length of time amounts may remain invested.
	The Value of the Death Benefit. The death benefit will be based on your account value as calculated on the next valuation following the date on which we receive proof of death and a payment request in good order. Interest on amounts invested in fixed interest options, if any, will be paid from the date of death at a rate no less than required by law. For amounts held in the Guaranteed Accumulation Account, any positive aggregate market value adjustment (the sum of all market value adjustments calculated due to a withdrawal) will be included in your account value. If a negative aggregate market value adjustment applies, it would be deducted only if the death benefit is withdrawn more than six months after your death. We describe the market value adjustment in Appendix I and in the Guaranteed Accumulation Account prospectus.
	Tax Code Requirements. The Tax Code requires distribution of death benefit proceeds within a certain period of time. Failure to begin receiving death benefit payments within those time periods can result in tax penalties. Regardless of the method of payment, death benefit proceeds will generally be taxed to the beneficiary in the same manner as if you had received those payments. (See "Taxation" for additional information.)

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THE INCOME PHASE
During the income phase you stop contributing dollars to your account and start receiving payments from your accumulated account value.	We may have used the following terms in prior prospectuses: Annuity Phase - Income Phase Annuity Option - Payment Option Annuity Payment - Income Phase Payment Annuitization - Initiating Income Phase Payments
Initiating Payments. At least 30 days prior to the date you want to start receiving income phase payments, you must notify us in writing of the following:
Payment start date;
Income phase payment option (see the income phase payment options table in this section);
Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
Choice of fixed, variable or a combination of both fixed and variable payments; and
Selection of an assumed net investment rate (only if variable payments are elected).
Your account will continue in the accumulation phase until you properly initiate payments. Once a payment option is selected, it may not be changed; however, certain options allow you to withdraw a lump sum.
What Affects Income Phase Payment Amounts? Some of the factors that may affect the amount of your income phase payment include: your age, your account value, the income phase payment option selected, number of guaranteed payments (if any) selected, whether fixed, variable or a combination of both fixed and variable payments are selected and, for variable payments, the assumed net investment rate selected.
Fixed Income Phase Payments. Amounts funding fixed income phase payments will be held in the Company's general account. The amount of fixed payment amounts do not vary over time.
Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s) selected. The contracts may restrict the subaccounts available during the income phase. You may make up to twelve transfers per calendar year among available investment options. For variable payments, an assumed net investment rate must be selected.
Assumed Net Investment Rate. If you select variable income phase payments, you must also select an assumed net investment rate of either 5% or 3 1/2%. If you select a 5% rate, your first income phase payment will be higher, but subsequent payments will increase only if the investment performance of the subaccounts selected is greater than 5% annually, after deduction of fees. Payment amounts will decline if the investment performance is less than 5%, after deduction of fees.
If you select a 3 1/2% rate, your first income phase payment will be lower and subsequent payments will increase more rapidly or decline more slowly depending upon the investment performance of the subaccounts selected. For more information about selecting an assumed net investment rate, request a copy of the Statement of Additional Information by calling the Opportunity Plus Service Center. (See "Contract Overview-Questions.")

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Minimum Payment Amounts. The income phase payment option selected must result in one or both of the following:

• A first income phase payment of at least $20; or

Total yearly income phase payments of at least $100.

If your account value is too low to meet these minimum payment amounts, you must elect a lump-sum payment.

Charges Deducted. When you select an income payment phase option (one of the options listed in the tables on the next page), a mortality and expense risk charge, consisting of a daily deduction of 1.25% on an annual basis, will be deducted from amounts held in the subaccounts. This charge compensates us for mortality and expense risks we assume under variable income phase payout options and is applicable to all variable income phase payout options, including variable nonlifetime options under which we do not assume mortality risk. In this situation, this charge will be used to cover expenses. Although we expect to make a profit from this fee, we do not always do so. We may also deduct a daily administrative charge from amounts held in the subaccounts. For variable options under which we do not assume a mortality risk, we may make a larger profit than under other options. (See "Fees.")

Death Benefit During the Income Phase. The death benefits that may be available to a beneficiary are outlined in the payment option table below. If a lump-sum payment is due as a death benefit, we will make payment within seven calendar days after we receive proof of death acceptable to us and the payment request in good order at our Home Office at the following address:

Customer Service Settlements 5906
ING U.S. Financial Services
P.O. Box 2883
Hartford, CT 06101-8785

Unless the beneficiary elects otherwise, lump-sum payments will generally be made into an interest bearing account that is backed by our general account. This account can be accessed by the beneficiary through a checkbook feature. The beneficiary may access death benefit proceeds at any time through the checkbook without penalty. Interest credited under this account may be less than under other settlement options.

Taxation. To avoid certain tax penalties, you and any beneficiary must meet the distribution rules imposed by the Tax Code. (See "Taxation.")

Income Phase Payment Options

The following tables list the income phase payment options and accompanying death benefits which may be available under the contracts. Some contracts restrict the options and the terms available. Check with your contract holder for details. We may offer additional income phase payment options under the contract from time to time.

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Terms used in the Tables:
Annuitant: The person(s) on whose life expectancy the income phase payments are calculated. Beneficiary: The person designated to receive the death benefit payable under the contract.
Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be made should the annuitant die prior to the second payment's due date. Death Benefit-None: All payments end upon the annuitant's death.
Life Income - Guaranteed Payments*	Length of Payments: For as long as the annuitant lives, with the option of having payments guaranteed for a choice of 5-30 years or as otherwise specified in the contract. Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contractholder, the beneficiary may elect to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.
Life Income - Two Lives	Length of Payments: For as long as either annuitant lives. It is possible that only one payment will be made should both annuitants die before the second payment's due date. Continuing Payments: (a) This option allows a choice of 100%, 66 2/3 % or 50% of the payment to continue to the surviving annuitant after the first death; or (b) 100% of the payment to continue to the annuitant on the second annuitant's death, and 50% of the payment to continue to the second annuitant on the annuitant's death. Death Benefit-None: Payments end after the deaths of both annuitants.
Life Income - Two Lives - Guaranteed Payments*	Length of Payments: For as long as either annuitant lives, with payments guaranteed for a minimum of 60 months and a maximum of 360 months, or as otherwise specified in the contract. Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first death. Death Benefit-Payment to the Beneficiary: If both annuitants die before the guaranteed payments have all been paid, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contractholder, the beneficiary may elect to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.
Life Income - Refund Option - fixed payment only	Length of Payments: For as long as the annuitant lives. Death Benefit-Payment to the Beneficiary: Following the annuitant's death, we will pay a lump-sum payment equal to the amount originally applied to the payment option (less any premium tax) and less the total amount of fixed income payments paid.
Life Income - Two Lives-Cash Refund Option - fixed payment only	Length of Payments: For as long as either annuitant lives. Continuing Payment: 100% of the payment to continue after the first death. Death Benefit-Payment to the Beneficiary: When both annuitants die, we will pay a lump-sum payment equal to the amount applied to the income phase payment option (less any premium tax) and less the total amount of fixed income payments paid.

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Lifetime Income Phase Payment Options Continued:

Nonlifetime Income Phase Payment Options
Nonlifetime - Guaranteed Payments*	Length of Payments: Payments generally may be fixed or variable and may be made for 3-30 years. In certain cases a lump-sum payment may be requested at any time (see below). Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contractholder, the beneficiary may receive a lump-sum payment equal to the present value of the remaining guaranteed payments, and we will not impose any early withdrawal charge.
Lump-Sum Payment: If the "Nonlifetime-Guaranteed Payments" option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one sum. A lump sum elected before three years of payments have been completed will be treated as a withdrawal during the accumulation phase and we will charge any applicable early withdrawal charge. If the early withdrawal charge is based on completed purchase payment periods, each year that passes after income payments begin will be treated as a completed purchase payment period, even if no additional payments are made. (See "Fees-Early Withdrawal Charge.") Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at the Opportunity Plus Service Center.
Calculation of Lump-Sum Payments: If a lump-sum payment is available to a beneficiary or to you in the options above, the rate we use to calculate the present value of the remaining guaranteed payments is the same rate we use to calculate the income phase payments (i.e., the actual fixed rate used for fixed payments, or the 3 1/2% or 5% assumed net investment rate for variable payments.)
*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.

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TAXATION	In This Section Introduction The Contract Investor Control Use of Public Funds in a Section 403(b) Contract Withdrawals and Other Distributions Taxation of Distributions 10% Penalty Tax Withholding for Federal Income Tax Liability Required Minimum Distributions Assignment or Transfer of Contracts Exclusion from Gross Income Restrictions on Distributions Transfers from 403(b)(7) Custodial Accounts Proposed Regulations for 403(b) Plans Taxation of Gains Prior to Distribution Possible Changes in Taxation Taxation of the Company When consulting a tax adviser, be certain that he or she has expertise in the Tax Code sections applicable to your tax concerns.
Introduction
This section discusses our understanding of current federal income tax laws affecting the contract. You should keep the following in mind when reading it:
Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation of amounts held or paid out under the contract.
Tax laws change. It is possible that a change in the future could affect contracts issued in the past.
This section addresses federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes or any other tax provisions.
We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.
We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other taxes on amounts held or paid out under the contract, consult a tax adviser. For more comprehensive information contact the Internal Revenue Service (IRS). No attempt is made to provide more than general information about the use of the contract with tax-qualified retirement arrangements.
The Contract
The contract is designed for use with Tax Code section 403(b) plans. Contract holders and participants are responsible for determining that contributions, distributions and other transactions satisfy applicable laws. Legal counsel and a tax adviser should be consulted regarding the suitability of the contract. If the contract is purchased in conjunction with a retirement plan, the plan is not a part of the contract and we are not bound by the plan's terms or conditions.
Investor Control Although earnings under the contract are generally not taxed until withdrawn, the IRS has stated in published rulings that a variable contract owner, including participants under Tax Code section 403(b) plans, will be considered the owner of separate account assets if the owner possesses incidents of investment control over the assets. In these circumstances, income and gains from the separate account assets would be currently includible in the variable contract owner's gross income.
Future guidance regarding the extent to which owners could direct their investments among subaccounts without being treated as owners of the underlying assets of the separate account. It is possible that the Treasury's position, when announced, may adversely affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as necessary to attempt to prevent the owner from being considered the federal tax owner of a pro rata share of the assets of the separate account.

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Use of Public Funds in a Section 403(b) Contract

In addition to being offered as an investment option under the contract, shares of certain of the funds

• American Century^® Income & Growth Fund (Advisor Class)

EuroPacific Growth Fund^® (Class R-4)

Evergreen Special Values Fund (Class A Shares)

New Perspective Fund^® (Class R-4)

Oppenheimer Developing Markets Fund (Class A Shares)

Pax World Balanced Fund, Inc.

The Growth Fund of America^® (Class R-4)

Washington Mutual Investors Fund^SM (Class R-4)

are also offered for sale directly to the general public. In order to qualify for favorable tax treatment under Section 403(b), a contract must be considered an "annuity." In Revenue Procedure 99-44, the Internal Revenue Service concluded that it will treat a contract as an "annuity" for tax purposes under Section 403(b), notwithstanding that contract premiums are invested at the contract holder's direction in publicly available securities. This treatment will be available provided no additional federal tax liability would have been incurred if the contribution were paid into a trust or a custodial account in an arrangement that satisfied the requirements of Section 401(a) or 403(b)(7)(A). We believe that the contract satisfies the requirements set forth in Revenue Procedure 99-44 and will therefore be treated as an annuity for tax purposes, notwithstanding the fact that investments may be made in publicly available securities. However, the exact nature of the requirements of Revenue Procedures 99-44 is unclear, and you should consider consulting with a tax adviser before electing to invest in one of the Funds that are offered for sale to the general public.

Taxation of Gains Prior to Distribution

You will generally not pay taxes on any earnings from the annuity contract described in this prospectus until they are withdrawn. Tax-qualified retirement arrangements under Tax Code section 403(b) also generally defer payment of taxes on earnings until they are withdrawn. (See "Taxation of Distributions" in this "Taxation" section for a discussion of how distributions under 403(b) plans are taxed.) When an annuity contract is used to fund a tax-qualified retirement arrangement, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by the tax-qualified retirement arrangement. However, annuities do provide other features and benefits which may be valuable to you. You should discuss your alternatives with your local representative.

Withdrawals and Other Distributions

Certain tax rules apply to distributions from the contract. A distribution is any amount taken from the contract including withdrawals, income phase payments, rollovers, and death benefit proceeds.

We report the taxable portion of all distributions to the IRS.

Taxation of Distributions

All distributions from 403(b) plans are taxed as received unless:

• The distribution is an eligible rollover distribution and it is rolled over to another plan eligible to receive rollovers or to a traditional individual retirement annuity/account (IRA) in accordance with the Tax Code; or

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, a portion may be excluded from gross income according to rules detailed in the Tax Code.

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A payment can be an eligible rollover distribution only if it is both of the following:

• Made under a nonlifetime payment option with a period of less than ten years; and

Only to the extent it is not attributable to after-tax contributions and/or is not a required minimum distribution under Tax Code section 401(a)(9). The minimum distribution rules are subject to change as a result of new regulations.

Taxation of Death Benefits

In general, payments received by your designated beneficiaries after your death are taxed in the same manner as if you had received those payments.

10% Penalty Tax

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a 403(b) plan, unless one or more of the following have occurred:

• You have attained age 59 1/2 ;

You have become disabled, as defined in the Tax Code;

You have died and the distribution is to your beneficiary;

You have separated from service with the plan sponsor at or after age 55;

The distribution is rolled over into another eligible retirement plan or to an IRA in accordance with the Tax Code;

The distribution is due to an IRS levy upon your account;

The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or

The distribution is made in substantially equal periodic payments (at least annually) over your life or life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary, and you have had a separation from service with the plan sponsor.

In addition, the penalty tax does not apply for the amount of a distribution equal to unreimbursed medical expenses that qualify for deduction as specified in the Tax Code. The Tax Code may impose other penalty taxes in other circumstances.

Withholding for Federal Income Tax Liability

Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability rates vary according to the type of distribution and the recipient's tax status.

Generally, you or a beneficiary may elect not to have tax withheld from distributions. However, certain distributions from 403(b) plans are subject to a mandatory 20% federal income tax withholding. If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code section 1441 based on the individual's citizenship, the country of domicile and treaty status.

Required Minimum Distributions

To avoid certain tax penalties, you and any designated beneficiary must meet the required minimum distributions imposed by the Tax Code. These rules dictate the following:

• Start date for distributions;

The time period in which all amounts in your account(s) must be distributed; and

Distribution amounts.

Start Date. Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 70 1/2 or retire, whichever occurs later, unless you had amounts under the contract as of December 31, 1986. In this case, distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. However, if you take any distributions in excess of the minimum required amount, then special rules require that some or all of the December 31, 1986 balance be distributed earlier.

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Time Period. We must pay out distributions from the contract over a period not extending beyond one of the following time periods:

• Over your life or the joint lives of you and your designated beneficiary, or

Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary.

Distribution Amounts. The amount of each periodic distribution must be calculated in accordance with Tax Code Section 401(a)(9).

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax may be imposed on the required amount that was not distributed.

Minimum Distribution of Death Benefit Proceeds. Different distribution requirements apply if your death occurs:

• On or after you begin receiving minimum distributions under the contract, or

Before you begin receiving such distributions.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section 401(a)(9) provides specific rules for calculating the minimum required distributions at your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September 1, 2005, your entire balance must be distributed to the designated beneficiary by December 31, 2010. However, if distributions begin by December 31 of the calendar year following the calendar year of your death, then payments may be made within either of the following time-frames:

• Over the life of the designated beneficiary, or

Over a period not extending beyond the life expectancy of the designated beneficiary.

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, the distribution must begin on or before the later of the following:

• December 31 of the calendar year following the calendar year of your death; or

December 31 of the calendar year in which you would have attained age 70 1/2.

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Exclusions from Gross Income

Under Tax Code section 403(b), contributions made by public school systems or nonprofit healthcare organizations and other Tax Code section 501(c)(3) tax exempt organizations to purchase annuity contracts for their employees are generally excludable from the gross income of the employee. Contributions to your account(s) will be excluded from your gross income only if the plan meets certain nondiscrimination requirements.

In order to be excludable from gross income for federal income tax purposes, total annual contributions made by you and your employer cannot exceed, for each year generally, the lesser of 100% of your compensation or $42,000. Compensation means your compensation from the employer sponsoring the plan and, for years beginning after December 31, 1997, includes any elective deferrals under Tax Code section 402(g) and any amounts not includible in gross income under Tax Code sections 125 or 457.

This limit applies to your salary deferral or elective contributions as well as to any contributions made by your employer on your behalf. An additional limit specifically limits your salary reduction contributions to a 403(b) plan to generally no more than $14,000 in 2005 and $15,000 in 2006.

After 2006, contribution limits are subject to annual adjustments for cost-of-living increases. Your own limit may be higher or lower, depending on certain conditions.

Catch-up Contributions. Notwithstanding the contribution limit provided for above, for any plan year beginning on or after January 1, 2002, a participant in a 403(b) plan who is at least age 50 by the end of the plan year may contribute an additional amount not to exceed the lesser of:

1. The amount provided for in Tax Code Section 414(v)(2)(B) as follows:

• $4,000 in 2005;

• $5,000 in 2006 and thereafter; or

(b)The participant's compensation for the year reduced by any other elective deferrals of the participant for the year.

An additional catch-up election may be available to certain employees who have completed at least 15 years of service with an eligible employer. For further information on using the contribution catch-up provisions, please consult with your local representative or tax advisor.

Restrictions on Distributions

Tax Code section 403(b)(11) restricts the distribution under 403(b) contracts of:

• salary reduction contributions made after December 31, 1988;

earnings on those contributions; and

during such period on amounts held as of December 31, 1988.

Distribution of amounts restricted under Tax Code Section 403(b)(11) may only occur upon your death, attainment of age 59 1/2, severance from employment, disability, or financial hardship. Income attributable to salary reduction contributions and credited on or after January 1, 1989 may not be distributed in the case of hardship. Such distributions remain subject to other applicable restrictions under the Tax Code.

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Transfers from 403(b)(7) Custodial Accounts

If pursuant to Revenue Ruling 90-24, the Company agrees to accept under the contracts amounts transferred from a code section 403(b)(7) custodial account, such amounts will be subject to the withdrawal restrictions set forth in code section 403(b)(7)(A)(iii).

Proposed Regulations for 403(b) Plans

In November, 2004 the Treasury Department proposed regulations which, if finalized, do not take effect until after 2005. These proposed regulations may not be relied upon until they become final. We reserve the right to modify the contracts to comply with these regulations where allowed, or where required by law. The proposed regulations include the ability of a 403(b) plan to be terminated which would entitle a participant to a distribution, a revocation of IRS Revenue Ruling 90-24 which would increase restrictions on a participant's right to transfer his or her 403(b) accounts, the imposition of withdrawal restrictions on non-salary reduction contribution amounts, as well as other changes.

Assignment or Transfer of Contracts

Adverse tax consequences to the plan and/or to you may result if your beneficial interest in the contract is assigned or transferred to any person except to an alternate payee under a qualified domestic relations order in accordance with Tax Code section 414(p) or to the Company as collateral for a loan.

Possible Changes in Taxation

Although the likelihood of legislative change is uncertain, there is always the possibility that the tax treatment of the contracts could change by legislation or other means. It is also possible that any change could be retroactive (that is, effective before the date of the change). You should consult a tax adviser with respect to legislative developments and their effect on the contract.

Taxation of the Company

We are taxed as a life insurance company under the Tax Code. Variable Annuity Separate Account C is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company" but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the separate account to increase reserves under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition, any foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, we may impose a charge against the separate account (with respect to some or all of the contracts) to set aside provisions to pay such taxes. We may deduct this amount from the separate account, including from your account value invested in the subaccounts.

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CONTRACT DISTRIBUTION
General. The Company's subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for the contracts. ING Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING Financial Advisers, LLC is also a member of the National Association of Securities Dealers, Inc. (NASD) and the Securities Investor Protection Corporation. ING Financial Advisers, LLC's principal office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.
The contracts are offered to the public by individuals who are registered representatives of ING Financial Advisers, LLC or other broker dealers which have entered into a selling arrangement with ING Financial Advisers, LLC. We refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as "distributors."
All registered representatives selling the contracts must also be licensed as insurance agents for the Company.
Broker-dealers which have or may enter into selling agreements with ING Financial Advisers, LLC include the following broker-dealers which are affiliated with the Company:
Banknorth Investment Group, Inc. Baring Investment Services, Inc. Compulife Investor Services, Inc. Directed Services, Inc. Financial Network Investment Corporation Granite Investment Services, Inc. Guaranty Brokerage Services, Inc. ING America Equities, Inc.	ING Barings Corp. ING Direct Funds Limited ING DIRECT Securities, Inc. ING Financial Partners, Inc. ING Funds Distributor, LLC Multi-Financial Securities Corporation PrimeVest Financial Services, Inc. Systematized Benefits Administrators, Inc.
Registered representatives of distributors who solicit sales of the contracts typically receive a portion of the compensation paid to the distributor in the form of commissions or other compensation, depending upon the agreement between the distributor and the registered representative. This compensation, as well as other incentives or payments, is not paid directly by contract owners or the separate account. We intend to recoup this compensation and other sales expenses paid to distributors through fees and charges imposed under the contracts.
Commission Payments. Persons who offer and sell the contracts may be paid a commission. The commissions paid on transferred assets and recurring payments made during the first year of the participant account range from 1% to 4%. After the first year of the participant account, renewal commissions up to 0.75% may be paid on recurring payments up to the amount of the previous year's payments, and commissions of up to 4% may be paid on recurring payments in excess of this amount. In addition, the Company may pay an asset based commission ranging up to 0.10%.
We may also pay ongoing annual compensation of up to 20% of the commissions paid during the year in connection with certain premium received during that year, if the registered representative attains a certain threshold of sales of Company contracts. Individual registered representatives may receive all or a portion of compensation paid to their distributor, depending upon the firm's practices. Commissions and annual payments, when combined, could exceed 4% of total premium payments. To the extent permitted by SEC and NASD rules and other applicable laws and regulations, we may also pay or allow other promotional incentives or payments in the form of cash payments or other compensation to distributors, which may require the registered representative to attain a certain threshold of sales of Company products.
We may also enter into special compensation arrangements with certain distributors based on those firms' aggregate or anticipated sales of the contracts or other criteria. These special compensation arrangements will not be offered to all distributors, and the terms of such arrangements may differ among distributors based on various factors. Any such compensation payable to a distributor will not result in any additional direct charge to you by us.

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Some sales personnel may receive various types of non-cash compensation as special sales incentives, including trips, and we may also pay for some sales personnel to attend educational and/or business seminars. Any such compensation will be paid in accordance with SEC and NASD rules. Management personnel of the Company, and of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain management personnel, including sales management personnel, may be enhanced if the overall amount of investments in the contracts and other products issued or advised by the Company or its affiliates increases over time. Certain sales management personnel may also receive compensation that is a specific percentage of the commissions paid to distributors or of purchase payments received under the contracts.
In addition to direct cash compensation for sales of contracts described above, distributors may also be paid additional compensation or reimbursement of expenses for their efforts in selling contracts to you and other customers. These amounts may include:
Wholesaling fees calculated as a percentage of the commissions paid to distributors or of purchase payments received under the contracts;
Marketing allowances;
Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products, including holding training programs at our expense;
Sponsorship payments to support attendance at meetings by registered representatives who sell our products;
Reimbursement for the cost of attendance by registered representatives at conventions that we sponsor;
Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to registered representatives). These loans may have advantageous terms, such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which may be conditioned on contract sales.
We pay dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits and the costs of all other incentives or training programs from our resources, which include the fees and charges imposed under the contracts.
The following is a list of the top 25 selling firms that, during 2004, received the most compensation, in the aggregate, from us in connection with the sale of registered variable annuity contracts issued by the Company, ranked by total dollars received.
1) Lincoln Investment Planning Inc. 2) Symetra Investment Services, Inc. 3) SunAmerica Securities, Inc. 4) Securities America, Inc. 5) ING Financial Partners, Inc. 6) Financial Network Investment Corp. 7) Investacorp Inc. 8) Huckin Financial Group 9) National Planning Corporation 10) Walnut Street Securities, Inc. 11) NIA Securities, L.L.C. 12) MML Investors Services, Inc.	13) Cadaret Grant & Co., Inc. 14) Proequities, Inc. 15) Investment Professionals, Inc. 16) Jefferson Pilot Securities Corporation 17) McGinn, Smith & Co., Inc. 18) Linsco/Private Ledger Corp. 19) Queens Road Securities 20) A.G. Edwards & Sons 21) Horan Securities, Inc. 22) Lincoln Financial Advisors Corporation 23) Securities Service Network, Inc. 24) Woodbury Financial Services, Inc. 25) M Holdings Securities, Inc.

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If the amounts paid to ING Financial Advisers, LLC, were included, ING Financial Advisers, LLC would be at the top of the list.

This is a general discussion of the types and levels of compensation paid by us for the sale of our variable annuity contracts. It is important for you to know that the payment of volume or sales-based compensation to a distributor or registered representative may provide that registered representative a financial incentive to promote our contracts over those of another Company, and may also provide a financial incentive to promote one of our contracts over another.

The names of the distributor and the registered representative responsible for your account are stated in your enrollment materials.

Agreement with the Company

NYSUT Benefit Trust is a non-profit tax-exempt trust organized and existing under Internal Revenue Code Section 501(c)(5). This Trust operates for the benefit of its members and agency fee payers of New York State United Teachers.

The Company (our, we) and NYSUT Benefit Trust agree to the following:

• Sponsorship of the Opportunity Plus program by NYSUT Benefit Trust;

Our provision, to all members and agency fee payers, of educational programs focused on financial planning for retirement; and

Our employment of trained professional personnel to conduct these programs exclusively for members and agency fee payers.

Additionally:

• We pay NYSUT Benefit Trust an annual amount equal to a specified dollar amount for each NYSUT member. During 2005, the amount will be $6 per NYSUT member, based on an estimate of 500,000 NYSUT members. During 2006, the amount will be $6.50 per NYSUT member, based on the lesser of the actual number of NYSUT members at the end of 2005, or 515,000. NYSUT Benefit Trust utilizes these amounts to enhance benefits to the participants in programs it sponsors, including the Opportunity Plus program.  These amounts also reimburse NYSUT Benefit Trust for direct out of pocket expenses incurred in the promotion of the Opportunity Plus program, including, but not limited to printing, postage, data processing services and telephone expenses. Additionally, these amounts contribute to the cost incurred by NYSUT Benefit Trust for retaining employees who assist in the maintenance of the Opportunity Plus program and who work with the Company on the education of NYSUT members pertaining to the benefits of the Opportunity Plus program.

We compensate United University Professions $7,000 per month for the use of on-site campus facilities and the sponsorship of the Opportunity Plus program.

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OTHER TOPICS

The Company

ING Life Insurance and Annuity Company (the Company, we, us, our) issues the contracts described in this prospectus and is responsible for providing each contract's insurance and annuity benefits.

We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and an indirect subsidiary of ING Groep N.V. ("ING"), a global financial institution active in the fields of insurance, banking and asset management. Through a merger, our operations include the business of Aetna Variable Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas life insurance company organized in 1954). Prior to May 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company.

We are engaged in the business of issuing life insurance and annuities. Our principal executive offices are located at:

151 Farmington Avenue
Hartford Connecticut 06156

Opportunity Plus Service Center

We established the Opportunity Plus Service Center to provide administrative support to you and other participants of the Opportunity Plus Program. This office handles enrollment, billing, transfers, redemptions and inquiries. Send forms and correspondence to:

ING Life Insurance and Annuity Company
Opportunity Plus Service Center
P.O. Box 13047
Newark, NJ 07188-0047

Telephone Number: 1-800-OPP-INFO (1-800-677-4636)

Variable Annuity Account C

We established Variable Annuity Account C (the separate account) in 1976 as a continuation of the separate account of Aetna Variable Annuity Life Insurance Company established in 1974 under Arkansas law. The separate account was established as a segregated asset account to fund variable annuity contracts. The separate account is registered as a unit investment trust under the Investment Company Act of 1940 (the "40 Act"). It also meets the definition of "separate account" under the federal securities laws.

The separate account is divided into "subaccounts." These subaccounts invest directly in shares of a pre-assigned fund.

Although we hold title to the assets of the separate account, such assets are not chargeable with the liabilities of any other business that we conduct. Income, gains or losses of the separate account are credited to or charged against the assets of the separate account without regard to other income, gains or losses of the Company. All obligations arising under the contracts are obligations of the Company.

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Performance Reporting

We may advertise different types of historical performance for the subaccounts including:

• Standardized average annual total returns; and

Non-standardized average annual total returns.

We may also advertise certain ratings, rankings or other information related to the Company, the subaccounts or the funds.

Standardized Average Annual Total Returns. We calculate standardized average annual total returns according to a formula prescribed by the SEC. This shows the percentage return applicable to $1,000 invested in the subaccount over the most recent month end, one, five and 10-year periods. If the investment option was not available for the full period, we give a history from the date money was first received in that option under the separate account or from the date the fund was first available under the separate account. As an alternative to providing the most recent month-end performance, we may provide a phone number, website or both where these returns may be obtained. Standardized average annual total returns reflect the deduction of all recurring charges during each period (e.g., mortality and expense risk charges, administrative expense charges, (if any) ING GET Fund guarantee charges (if any) and any applicable early withdrawal charges).

Non-Standardized Average Annual Total Returns. We calculate non-standardized average annual total returns in a similar manner as that stated above, except we may include returns that do not reflect the deduction of any applicable early withdrawal charge. If we reflected these charges in the calculation, they would decrease the level of performance reflected by the calculation. Non-standardized returns may also include performance from the fund's inception date, if that date is earlier than the one we use for standardized returns.

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons having a voting interest in the subaccount. Under the contracts described in this prospectus, you have a fully vested interest in the value of your account. Therefore, under the plan you generally have the right to instruct the contract holder how to direct us to vote shares attributable to your account. Currently, for group contracts used with section 403(b) plans, we obtain participant voting instructions directly from participants, subject to receipt of authorization from the contract holder to accept such instructions. We will vote shares for which instructions have not been received in the same proportion as those for which we received instructions. Each person who has a voting interest in the separate account will receive periodic reports relating to the funds in which he or she has an interest, as well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by a written communication at least 14 days before the meeting.

The number of votes (including fractional votes) any person is entitled to direct will be determined as of the record date set by any fund in which that person invests through the subaccounts.

• During the accumulation phase the number of votes is equal to the portion of the account value invested in the fund, divided by the net asset value of one share of that fund.

During the income phase the number of votes is equal to the portion of reserves set aside for the contract's share of the fund, divided by the net asset value of one share of that fund.

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Contract Modification

We may change the contract as required by federal or state law. In addition, we may, upon 30 days' written notice to the contract holder, make other changes to group contracts that would apply only to individuals who become participants under that contract after the effective date of such changes. If the group contract holder does not agree to a change, we reserve the right to refuse to establish new accounts under the contract. Certain changes will require the approval of appropriate state or federal regulatory authorities.

Legal Matters and Proceedings

We are not aware of any pending legal proceedings which involve the separate account as a party.

We are, or may be in the future, a defendant in various legal proceedings in connection with the normal conduct of our insurance operations. Some of these cases may seek class action status and may include a demand for punitive damages as well as for compensatory damages. In the opinion of management, the ultimate resolution of any existing legal proceeding is not likely to have a material adverse effect on our ability to meet our obligations under the contract.

ING Financial Advisers, LLC, the principal underwriter and distributor of the contract (the "distributor"), is a party to threatened or pending lawsuits/arbitration that generally arise from the normal conduct of business. Suits against the distributor sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. In a number of pending cases, claims have been made that a former registered representative of the distributor converted client funds to the representatives' personal use. ING Financial Advisers, LLC is not involved in any legal proceeding which, in the opinion of management, is likely to have material adverse effect on its ability to distribute the contract.

Regulatory Matters

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits or values under the following circumstances: (a) on any valuation date when the New York Stock Exchange is closed (except customary weekend and holidays) when trading on the New York Stock Exchange is restricted; (b) when an emergency exists as determined by the SEC so that disposal of the securities held in the subaccounts is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the subaccount's assets; (c) during any other periods the SEC may by order permit for the protection of investors. The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations of the SEC.

Intent to Confirm Quarterly

We will provide confirmation of scheduled transactions quarterly rather than immediately to the participant.

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CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information on the separate account and the contract, as well as the financial statements of the separate account and the Company. A list of the contents of the SAI is set forth below:

General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Income Phase Payments
Sales Material and Advertising
Independent Registered Public Accounting Firm
Financial Statements of the Separate Account
Consolidated Financial Statements of ING Life Insurance and Annuity Company

You may request an SAI by calling the Opportunity Plus Service Center at the number listed in "Contract
Overview - Questions."

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APPENDIX I
GUARANTEED ACCUMULATION ACCOUNT

The Guaranteed Accumulation Account is a fixed interest option that may be available during the accumulation phase under the contracts. This Appendix is only a summary of certain facts about the Guaranteed Accumulation Account. Please read the Guaranteed Accumulation Account prospectus before investing in this option.

General Disclosure. Amounts that you invest in the Guaranteed Accumulation Account will earn a guaranteed interest rate if amounts are left in the Guaranteed Accumulation Account for the specified period of time. If you withdraw or transfer those amounts before the specified period of time has elapsed, we may apply a "market value adjustment," which may be positive or negative.

When you decide to invest money in the Guaranteed Accumulation Account, you will want to contact your local representative or the Company to learn:

• The interest rate we will apply to the amounts that you invest in the Guaranteed Accumulation Account. We change this rate periodically, so be certain you know what rate we guarantee on the day your account dollars are invested into the Guaranteed Accumulation Account.

The period of time your account dollars need to remain in the Guaranteed Accumulation Account in order to earn that rate. You are required to leave your account dollars in the Guaranteed Accumulation Account for a specified period of time (guaranteed term), in order to earn the guaranteed interest rate.

Deposit Periods. A deposit period is the time during which we offer a specific interest rate if you deposit dollars for a certain guaranteed term. For a particular interest rate and guaranteed term to apply to your account dollars, you must invest them during the deposit period during which that rate and term are offered.

Interest Rates. We guarantee different interest rates, depending upon when account dollars are invested in the Guaranteed Accumulation Account. The interest rate we guarantee is an annual effective yield; that means that the rate reflects a full year's interest. We credit interest daily at a rate that will provide the guaranteed annual effective yield over one year. The guaranteed interest rate will never be less than the rate stated in the contract.

Fees and Other Deductions. If all or a portion of your account value in the Guaranteed Accumulation Account is withdrawn, you may incur the following:

• Market Value Adjustment (MVA)-as described in this appendix and in the Guaranteed Accumulation Account prospectus;

Tax Penalties and/or Tax withholding-see "Taxation"; or

Early Withdrawal Charge-see "Fees."

We do not make deductions from amounts in the Guaranteed Accumulation Account to cover mortality and expense risks. Rather, we consider these risks when determining the credited rate.

Market Value Adjustment (MVA).

If you withdraw or transfer your account value from the Guaranteed Accumulation Account before the guaranteed term is completed, an MVA may apply. The MVA reflects the change in the value of the investment due to changes in interest rates since the date of deposit. The MVA may be positive or negative. If you have elected ECO as described in "Systematic Distribution Options," no MVA applies to amounts withdrawn from the Guaranteed Accumulation Account.

PRO.75962-05 49

• If interest rates at the time of withdrawal have increased since the date of deposit, the value of the investment decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into the Guaranteed Accumulation Account.

If interest rates at the time of withdrawal have decreased since the date of deposit, the value of the investment increases and the MVA will be positive.

Guaranteed Terms. The guaranteed term is the period of time account dollars must be left in the Guaranteed Accumulation Account in order to earn the guaranteed interest rate specified for that guaranteed term. We offer different guaranteed terms at different times. Check with your representative or the Company to learn the details about the guaranteed term(s) currently being offered.

In general we offer the following guaranteed terms:

• Short-term-three years or fewer; and

Long-term-ten years or less, but greater than three years.

At the end of a guaranteed term, you may:

• Transfer dollars to a new guaranteed term;

Transfer dollars to other available investment options; or

Withdraw dollars.

Deductions may apply to withdrawals. See "Fees and Other Deductions" in this section.

Transfer of Account Dollars. Generally, account dollars invested in the Guaranteed Accumulation Account may be transferred among guaranteed terms offered through the Guaranteed Accumulation Account, and/or to other investment options offered through the contract. However, transfers may not be made during the deposit period in which your account dollars are invested in the Guaranteed Accumulation Account or for 90 days after the close of that deposit period. We will apply an MVA to transfers made before the end of a guaranteed term.

Income Phase. The Guaranteed Accumulation Account can not be used as an investment option during the income phase. However, you may notify us at least 30 days in advance to elect a variable payment option and to transfer your Guaranteed Accumulation Account dollars to any of the subaccounts available during the income phase.

Borrowing Against Amounts held in the Guaranteed Accumulation Account. You cannot take a loan from your account value in the Guaranteed Accumulation Account. However, we include your account value in the Guaranteed Accumulation Account when determining the amount of your account value we will distribute as a loan.

Reinvesting Amounts Withdrawn from the Guaranteed Accumulation Account. If amounts are withdrawn from the Guaranteed Accumulation Account and then reinvested in the Guaranteed Accumulation Account, we will apply the reinvested amount to the current deposit period. This means that the guaranteed annual interest rate, and guaranteed terms available on the date of reinvestment, will apply. Amounts will be reinvested proportionately in the same way as they were allocated before withdrawal.

We will not credit your account for market value adjustments that were deducted at the time of withdrawal or refund any taxes that were withheld, unless required by law.

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APPENDIX II
FIXED ACCOUNT

The Fixed Account is an investment option available during the accumulation phase under the contracts. Amounts allocated to the Fixed Account are held in the Company's general account which supports insurance and annuity obligations. The Fixed Account is only available under installment purchase payment contracts.

Additional information about this option may be found in the contract.

General Disclosure. Interests in the Fixed Account have not been registered with the SEC in reliance on exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus about the Fixed Account may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of the statements. Disclosure in this Appendix regarding the Fixed Account has not been reviewed by the SEC.

Interest Rates. The Fixed Account guarantees that amounts allocated to this option will earn the minimum interest rate specified in the contract. We may credit a higher interest rate from time to time, but the rate we credit will never fall below the guaranteed minimum specified in the contract. Among other factors, the safety of the interest rate guarantees are based on the claims-paying ability of the Company. Amounts applied to the Fixed Account will earn the interest rate in effect at the time money is applied. Amounts in the Fixed Account will reflect a compound interest rate as credited by us. The rate we quote is an annual effective yield.

Our determination of credited interest rates reflects a number of factors, including mortality and expense risks, interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under this option, we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income phase payment.

Charges. We do not make deductions from amounts in the Fixed Account to cover mortality and expense risks. We consider these risks when determining the credited rate. If you make a withdrawal from amounts in the Fixed Account, an early withdrawal charge may apply. (See "Fees-Early Withdrawal Charge.")

Transfers. During the accumulation phase, you may transfer account dollars from the Fixed Account to any other available investment option. There is no limit on the number of transfers that you can make out of the Fixed Account in a calendar year. However, we only allow you to transfer amounts which equal your account value in the Fixed Account multiplied by the current maximum percentage of the transfer allowed (the "window") minus any previous transfers you made from this option during the calendar year. We will waive the transfer limit when your account value in the Fixed Account is $1,000 or less.

Income Phase. By notifying the Opportunity Plus Service Center at least 30 days before income payments begin, you may elect to have amounts transferred to one or more of the subaccounts available during the income phase to provide variable payments.

Contract Loans. Contract loans may be made from account values held in the Fixed Account.

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APPENDIX III

PROJECTED SCHEDULE OF

ING GET U.S. CORE PORTFOLIO OFFERINGS

	Offering Dates	Guarantee Dates
ING GET U.S. Core Portfolio - Series 9	06/08/05 - 09/06/05	09/07/05 - 09/06/12
ING GET U.S. Core Portfolio - Series 10	09/07/05 - 12/05/05	12/06/05 - 12/05/12

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Appendix IV

Fund Descriptions

List of Fund Name Changes

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks and charges, and expenses of the funds carefully before investing. Please refer to the fund prospectuses for additional information. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge at the address and telephone number listed in "Contract Overview - Questions," by accessing the SEC's web site or by contacting the SEC Public Reference Room.

Certain funds offered under the contracts have investment objectives and policies similar to other funds managed by the fund's investment adviser. The investment results of a fund may be higher or lower than those of other funds managed by the same adviser. There is no assurance and no representation is made that the investment results of any fund will be comparable to those of another fund managed by the same investment adviser.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
AIM Variable Insurance Funds - AIM V.I. Capital Appreciation Fund (Series I shares)	A I M Advisors, Inc.	Seeks growth of capital. Seeks to meet its objective by investing principally in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth.
AIM Variable Insurance Funds - AIM V.I. Core Equity Fund (Series I shares)	A I M Advisors, Inc.	Seeks growth of capital. Seeks to meet its objective by investing, normally, at least 80% of net assets in equity securities, including convertible securities, of established companies that have long-term above-average growth in earnings, and growth companies that the portfolio managers believe have the potential for above-average growth in earnings.
AIM Variable Insurance Funds - AIM V.I. Growth Fund (Series I shares)	A I M Advisors, Inc.	Seeks growth of capital. Seeks to meet its investment objective by investing principally in seasoned and better capitalized companies considered to have strong earnings momentum. May also invest up to 25% of total assets in foreign securities.
AIM Variable Insurance Funds - AIM V.I. Premier Equity Fund (Series I shares)	A I M Advisors, Inc.	Seeks to achieve long-term growth of capital with a secondary objective of income. Seeks to meet its objectives by investing, normally, at least 80% of net assets, plus the amount of any borrowings for investment purposes, in equity securities, including convertible securities.
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American Century® Income & Growth Fund (Advisor Class)	American Century Investment Management, Inc.	Seeks capital growth by investing in common stocks. Income is a secondary objective. Fund managers select stocks primarily from the largest 1,500 publicly traded U.S. companies using quantitative, computer-driven models in a two-step process that draws heavily on computer technology to construct the portfolio of stock investments that they believe will provide the optimal balance between risk and expected return.
Calvert Variable Series, Inc. - Calvert Social Balanced Portfolio	Calvert Asset Management Company, Inc. Subadviser: New Amsterdam Partners LLC and SsgA Funds Management, Inc.	Seeks to achieve a competitive total return through an actively managed portfolio of stocks, bonds and money market instruments which offer income and capital growth opportunity and which satisfy the investment and social criteria. Typically invests about 60% of its assets in stocks and 40% in bonds or other fixed-income investments. Stocks investments are primarily common stock in large-cap companies, while the fixed-income investments are primarily a wide variety of investment grade bonds.
EuroPacific Growth FundÒ (Class R-4)	Capital Research and Management Company	Seeks to provide long-term growth of capital by investing in companies based outside the U. S. Normally, invests at least 80% of its assets in securities of issuers located in Europe and the Pacific Basin. Also may hold cash or money market instruments.
Evergreen Special Values Fund (Class A Shares)	Evergreen Investment Management Company, LLC	Seeks to produce growth of capital. Invests primarily in common stocks of small U.S. companies. Under normal market conditions, invests at least 80% of assets in common stocks of small U.S. companies (i.e., companies whose market capitalizations fall within the range tracked by the Russell 2000Ò Index, at the time of purchase).
FidelityÒ Variable Insurance Products - FidelityÒ VIP Asset ManagerSM Portfolio (Initial Class)	Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity Investments Japan Limited; Fidelity Investments Money Management, Inc.; FMR Co., Inc.	Seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments. Assets are allocated among stocks, bonds, and short-term and money market instruments, maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments.
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FidelityÒ Variable Insurance Products - FidelityÒ VIP ContrafundÒ Portfolio (Initial Class)	Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity Investments Japan Limited; FMR Co., Inc.	Seeks long-term capital appreciation. Normally invests primarily in common stocks of companies whose value the Portfolio's investment adviser believes is not fully recognized by the public.
FidelityÒ Variable Insurance Products - FidelityÒ VIP Equity-Income Portfolio (Initial Class)	Fidelity Management & Research Company Subadviser: FMR Co., Inc.	Seeks reasonable income. Also considers the potential for capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500SM Index. Normally invests at least 80% of total assets in income-producing equity securities (which tends to lead to investments in large cap "value" stocks).
FidelityÒ Variable Insurance Products - FidelityÒ VIP High Income Portfolio (Initial Class)	Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity Investments Japan Limited; FMR Co., Inc.	Seeks a high level of current income while also considering growth of capital. Normally invests primarily in income-producing debt securities, preferred stocks and convertible securities, with an emphasis on lower-quality debt securities.
FidelityÒ Variable Insurance Products - FidelityÒ VIP Index 500 Portfolio (Initial Class)	Fidelity Management & Research Company Subadviser: Geode Capital Management, LLC (Geode)	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor's 500 IndexSM (S&P 500®). Normally invests at least 80% of assets in common stocks included in the S&P 500®.
FidelityÒ Variable Insurance Products - FidelityÒ VIP Overseas Portfolio (Initial Class)	Fidelity Management & Research Company Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited; FMR Co., Inc.	Seeks long-term growth of capital. Normally invests at least 80% of assets in non-U.S. securities, primarily in common stocks.
Franklin Templeton Variable Insurance Products Trust - Franklin Small Cap Value Securities Fund (Class 2 Shares)	Franklin Advisory Services, LLC	A nondiversified fund that seeks long-term total return. Normally invests at least 80% of net assets in investments of small capitalization companies that have market capitalization values not exceeding $2.5 billion, at the time of purchase. Invests mainly in equity securities of companies that the fund's manager believes are selling below the underlying value of their assets or their private market value (what a sophisticated investor would pay for the entire company).
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ING Partners, Inc. - ING American Century Select Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: American Century Investment Management, Inc. (American Century)	Seeks long-term capital appreciation. Invests in securities of companies American Century believes will increase in value over time, using a growth investment strategy developed by American Century. Generally invests in larger companies, although may purchase securities of companies of any size. Can also invest in foreign companies.
ING Partners, Inc. - ING Baron Small Cap Growth Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: BAMCO, Inc.	Seeks capital appreciation. Invests primarily (at least 80% of total assets under normal circumstances) in securities of smaller companies with market values under $2.5 billion as measured at the time of purchase.
ING Variable Insurance Trust - ING GET U.S. Core Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to achieve maximum total return and minimal exposure of the Series' assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the guarantee period. The Series will not implement an "investment strategy" in any conventional sense. Rather, the Series' asset allocation strategy seeks to optimize the exposure of the Series to the Equity Component while protecting Series' assets. The Series invests at least 80% of its assets in equities and fixed-income securities issued by U.S. companies or the U.S. government or its agencies. Assets allocated to the Equity Component may be reduced or eliminated in order to conserve assets at a level equal to or above the present value of the Guarantee. During the Guarantee Period, the Series' assets will be allocated between the: Equity Component, consisting of common stocks included in the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), futures contracts on the S&P 500 Index, and when the Equity Component's market value is $5 million or less, investments in exchange traded funds ("ETF"s) that can reasonably be expected to have at least a 95% correlation ratio with the S&P 500 Index, in S&P 500 Index futures, or in a combination of S&P 500 Index futures and ETFs, subject to any limitation on the Series' investments in such securities; and the Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities.
ING Partners, Inc. - ING JPMorgan Fleming International Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: J.P. Morgan Fleming Asset Management (London) Ltd.	Seeks long-term growth of capital. Invests primarily (at least 65% of total assets) in the equity securities of foreign companies that the subadviser believes have higher growth potential and which are attractively valued. Will normally invest in a number of issuers in several countries other than the U.S. and will invest in securities in both developed and developing markets. May invest in debt securities issued by foreign and U.S. companies, including non-investment grade debt securities.
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ING Partners, Inc. - ING MFS Capital Opportunities Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: Massachusetts Financial Services Company (MFS)	Seeks capital appreciation. Invests primarily (at least 65% of net assets) in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts focusing on companies that MFS believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flows. May invest in foreign securities (including emerging market securities).
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 in any country, including countries with emerging markets. Currently emphasizes investments in developed markets such as the United States, Western European countries and Japan. May invest in companies of any size, but currently focuses its investments in mid- and large-cap companies. Normally will invest in at least three countries (one of which may be the United States).
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. Debt securities typically include short, medium and long-term foreign government and U.S. government bonds and notes; collateralized mortgage obligations; other mortgage-related securities and asset-backed securities; participation interests in loans; "structured" notes; lower-grade, high-yield domestic and foreign corporate debt obligations; and "zero-coupon" or "stripped" securities.
ING Partners, Inc. - ING PIMCO Total Return Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with capital preservation and prudent investment management. Invests under normal circumstances at least 65% of net assets plus borrowings for investment purposes in a diversified portfolio of fixed income instruments of varying maturities. Invests primarily in investment grade debt securities, but may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by the subadviser to be of comparable quality. May invest up to 30% of assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers.

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ING Partners, Inc. - ING Salomon Brothers Aggressive Growth Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: Salomon Brothers Asset Management Inc	Seeks long-term growth of capital. Invests primarily (at least 80% of net assets under normal circumstances) in common stocks and related securities, such as preferred stock, convertible securities and depositary receipts, of emerging growth companies. May invest in foreign securities (including emerging market securities).
ING Partners, Inc. - ING Salomon Brothers Large Cap Growth Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: Salomon Brothers Asset Management Inc	Seeks long-term capital appreciation. Normally invests at least 80% of net assets in equity securities of large-cap companies and related investments. For this 80% policy, large cap companies are considered to be companies with market capitalizations at the time of purchase similar to companies in the Russell 1000 Index. Equity securities include U.S. exchange traded and over-the-counter common stocks, debt securities convertible into equity securities, and warrants and rights relating to equity securities.
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. Normally invests at least 80% of total assets in equity securities of companies having a market capitalization within the range of companies in the Russell MidCap Growth Index or the Standard & Poor's MidCap 400 Index focusing on mid-size companies whose earnings are expected to grow at a rate faster than the average company.
ING Partners, Inc. - ING T. Rowe Price Growth Equity Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: T. Rowe Price Associates, Inc.	Seeks long-term capital growth, and secondarily, increasing dividend income. Invests primarily (at least 80% of net assets under normal circumstances) in common stocks. Concentrates its investments in growth companies that have the ability to pay increasing dividends through strong cash flows and whose rates of earnings growth are considered above average. May also purchase foreign stocks, hybrid securities, futures and options. Investments in foreign securities are limited to 30% of total assets.
ING Partners, Inc. - ING UBS U.S. Large Cap Equity Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: UBS Global Asset Management (Americas) Inc.	Seeks long-term growth of capital and future income. Under normal circumstances, invests at least 80% of net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. Investments in equity securities may include dividend-paying securities, common stock and preferred stock.
ING Partners, Inc. - ING Van Kampen Comstock Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: Van Kampen* * Morgan Stanley Investment Management Inc. does business in certain instances (including in its role as subadviser to the Portfolio) under the name "Van Kampen"	Seeks capital growth and income. Invests in a portfolio of equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. May invest up to 25% of total assets in securities of foreign issuers and may purchase and sell certain derivative instruments, such as options, futures and options on futures, for various portfolio management purposes.

ING Partners, Inc. - ING Van Kampen Equity and Income Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: Van Kampen* * Morgan Stanley Investment Management Inc. does business in certain instances (including in its role as subadviser to the Portfolio) under the name "Van Kampen"	Seeks total return, consisting of long-term capital appreciation and current income. Normally invests at least 80% of net assets (plus any borrowings for investment purposes) in equity and income securities at the time of investment. Normally invests at least 65% of assets in income producing equity instruments (including common stocks, preferred stocks and convertible securities) and investment grade quality debt securities. May invest up to 25% of total assets in securities of foreign issuers. May purchase and sell certain derivative instruments, such as options, futures contracts, and options on futures contracts, for various portfolio management purposes, including to earn income, to facilitate portfolio management and to mitigate risks.
ING VP Balanced Portfolio, Inc. (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize investment return, consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the Portfolio's management, of which of those sectors or mix thereof offers the best investment prospects. Typically maintains approximately 60% of total assets in equities and approximately 40% of total assets in debt (including money market instruments). The Portfolio may invest a portion of its total assets in high-yield instruments. May also invest in convertible securities, foreign debt securities and derivatives.
ING VP Emerging Markets Fund	ING Investments, LLC Subadviser: J.P. Morgan Investment Management Inc.	Seeks capital appreciation. Normally invests at least 80% of assets in securities of issuers located in at least three countries with emerging securities markets. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, American depositary receipts , European depositary receipts , Global depositary receipts , rights and warrants to buy common stocks, privately placed securities and other investment companies. May also invest to a lesser extent in debt securities of issuers in emerging markets countries. Derivatives may be used as substitutions for securities in which the Fund can invest. May invest in high yield securities, which are below investment grade ("junk bonds"). May invest in mortgage-related securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

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ING Variable Portfolios, Inc. - ING VP Global Science and Technology Portfolio (Class I Shares)	ING Investments, LLC Subadviser: BlackRock Advisors, Inc.	Seeks long-term capital appreciation. Normally invests at least 80% of net assets in equity securities issued by science and technology companies in all market capitalization ranges. Will invest primarily in equity securities of U.S. and non-U.S. companies selected for their rapid and sustainable growth potential from the development, advancement and use of science and/or technology. May invest up to 25% of its net assets in stocks of issuers in emerging market countries. May also invest in preferred stock, initial public offerings, Rule 144A securities and derivative instruments including foreign currency contracts. May from time to time invest more than 25% of its assets in securities whose issuers are located in a single foreign country.
ING Variable Funds - ING VP Growth and Income Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock. Under normal market conditions, invests at least 65% of total assets in common stocks that the subadviser believes have significant potential for capital appreciation or income growth or both. May invest up to 25% of its total assets in stocks of foreign issuers. May invest in derivatives.
ING Variable Portfolios, Inc. - ING VP Growth Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital through investment in a diversified portfolio consisting primarily of common stocks and securities convertible into common stocks believed to offer growth potential. Under normal market conditions, invests primarily in common stocks and securities convertible into common stock of large U.S. companies. May invest in derivatives and foreign securities.
ING Variable Portfolios, Inc. - ING VP Index Plus LargeCap Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk. Invests at least 80% of assets in stocks included in the S&P 500 Index. The subadviser's objective is to overweight those stocks in the S&P 500 Index that it believes will outperform the index and underweight (or avoid altogether) those stocks that it believes will underperform the index. May invest in derivatives.
ING Variable Portfolios, Inc. - ING VP Index Plus MidCap Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor's MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk. Invests at least 80% of assets in stocks included in the S&P MidCap 400 Index. The subadviser's objective is to overweight those stocks in the S&P MidCap 400 Index that it believes will outperform the index and underweight (or avoid altogether) those stocks that it believes will underperform the index. May invest in derivatives.
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ING Variable Portfolios, Inc. - ING VP Index Plus SmallCap Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard and Poor's SmallCap 600 Index (S&P SmallCap 600 Index), while maintaining a market level of risk. Invests at least 80% of assets in stocks included in the S&P SmallCap 600 Index. The subadviser's objective is to overweight those stocks in the S&P SmallCap 600 Index that it believes will outperform the index and underweight (or avoid altogether) those stocks that it believes will underperform the index. May invest in derivatives.
ING VP Intermediate Bond Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize total return consistent with reasonable risk, through investment in a diversified portfolio consisting primarily of debt securities. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return. Under normal market conditions, the Portfolio invests at least 80% of its assets in a portfolio of bonds, including but not limited to corporate, government and mortgage bonds, which, at the time of investment, are rated investment grade or have an equivalent rating by a nationally recognized statistical rating organization, or of comparable quality if unrated. May also invest in: preferred stocks; high quality money market instruments; municipal bonds; debt securities of foreign issuers; mortgage- and asset-backed securities; and options and futures contracts involving securities, securities indices and interest rates. Although the portfolio may invest in high yield debt securities rated below investment grade, it seeks to maintain a minimum average portfolio quality of at least investment grade.
ING Variable Portfolios, Inc. - ING VP International Equity Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital growth primarily through investment in a diversified portfolio of common stocks principally traded in countries outside of the United States. The Portfolio will not target any given level of current income. Under normal market conditions, invests at least 80% of assets in equity securities. At least 65% of assets will normally be invested in securities principally traded in three or more countries outside of the U.S and countries with emerging securities markets. These securities may include common stocks as well as securities convertible into common stock. May employ hedging strategies to protect it from adverse effects on the U.S. dollar. May invest in derivatives.

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ING VP Money Market Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments. Invests in a diversified portfolio of high-quality fixed income securities denominated in U.S. dollars, with short remaining maturities. May invest in certain obligations of foreign banks. There is no guarantee that the ING VP Money Market Subaccount will have a positive or level return.
ING VP Natural Resources Trust	ING Investments, LLC Subadviser: ING Investment Management Co.	A nondiversified Portfolio that seeks long-term growth of capital primarily through investment in common stocks of companies that own or develop natural resources and other basic commodities, or supply goods and services to such companies. Capital appreciation will be the primary determinant of total return and income is a secondary consideration. Normally invests at least 80% of assets in companies with substantial natural resource assets or companies that supply goods and services to such companies. May invest the remaining 20% of its assets in common stock of companies that are not natural resource companies. Invests primarily in companies with large market capitalizations, but may also invest in mid- and small-sized companies. May invest up to 100% of its assets in securities principally traded in markets outside the United States.
ING Variable Products Trust - ING VP Real Estate Portfolio (Class I shares)	ING Investments, LLC Subadviser: ING Clarion Real Estate Securities L.P.	Seeks total return. Normally invests at least 80% of assets in common and preferred stock of U.S. real estate investment trusts (REITs) and real estate companies. May invest in companies of any market capitalization, but generally will not invest in companies with market capitalizations below $100 million at the time of purchase. May invest in initial public offerings.
ING Variable Portfolios, Inc. - ING VP Small Company Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities of companies with smaller market capitalizations. Under normal market conditions, invests at least 80% off assets in common stocks of small-capitalization companies. May invest in foreign securities and derivatives.
ING Strategic Allocation Portfolios, Inc. - ING VP Strategic Allocation Balanced Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized). Managed for investors seeking a balance between income and capital appreciation who generally have an investment horizon exceeding 10 years and a moderate level of risk tolerance. Under normal market conditions, allocates assets among several classes of equities, fixed-income securities (including up to 15% of total assets in high-yield instruments) and money market instruments. The benchmark portfolio is 60% equities, 35% fixed income and 5% money market instruments under neutral market conditions.
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ING Strategic Allocation Portfolios, Inc. - ING VP Strategic Allocation Growth Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide capital appreciation. Managed for investors seeking capital appreciation who generally have an investment horizon exceeding 15 years and a high level of risk tolerance. Under normal market conditions, allocates assets among several classes of equities, fixed-income securities (including up to 15% of total assets in high-yield instruments) and money market instruments. The benchmark portfolio is 80% equities and 20% fixed income under neutral market conditions.
ING Strategic Allocation Portfolios, Inc. - ING VP Strategic Allocation Income Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide total return consistent with preservation of capital. Managed for investors primarily seeking total return consistent with capital preservation who generally have an investment horizon exceeding 5 years and a low level of risk tolerance. Under normal market conditions, allocates assets among several classes of equities, fixed-income securities (including up to 15% of total assets in high-yield instruments) and money market instruments. The benchmark portfolio is 35% equities, 55% fixed income and 10% money market instruments under neutral market conditions.
ING Variable Portfolios, Inc. - ING VP Value Opportunity Portfolio (Class I Shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital primarily through investment in a diversified portfolio of common stocks. Under normal market conditions, invests at least 65% of total assets in common stocks and American Depositary Receipts (ADR's). May invest the remaining 35% of its assets in other types of securities including foreign securities and securities of smaller companies.
Lord Abbett Series Fund, Inc. - Mid-Cap Value Portfolio (Class VC Shares)	Lord, Abbett & Co. LLC (Lord Abbett)	Seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace. Normally invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in equity securities of mid-sized companies which are defined as companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Mid Cap Index, a widely used benchmark for mid-cap stock performance. The Fund will provide shareholders with at least 60 days' notice of any change in this policy. Equity securities may include common stocks, convertible bonds, convertible preferred stocks, warrants and similar instruments.

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MFSÒ Variable Insurance TrustSM - MFSÒ Total Return Series (Initial Class)	Massachusetts Financial Services Company	Seeks to provide above-average income (compared to a portfolio invested entirely in equity securities) consistent with the prudent employment of capital. Its secondary objective is to provide reasonable opportunity for growth of capital and income. Under normal market conditions, invests at least 40%, but not more than 75%, of net assets in common stocks and related securities (referred to as equity securities) such as preferred stock; bonds, warrants or rights convertible into stock; and depositary receipts for those securities; and at least 25% of net assets in non-convertible fixed income securities. Generally seeks equity securities of companies believed to be undervalued. Invests in fixed income securities which pay a fixed interest rate, including U.S. government securities, mortgage-backed and asset-backed securities and corporate bonds. May also invest in foreign securities.
New Perspective FundÒ (Class R-4)	Capital Research and Management Company	Seeks to provide long-term growth of capital. Future income is a secondary objective. Invests primarily in common stocks, including growth-oriented stocks, on a global basis to take advantage of investment opportunities generated by changes in international trade patterns and economic and political relationships. Also may invest in cash or money market instruments.
Oppenheimer Developing Markets Fund (Class A Shares)	Oppenheimer Funds, Inc.	Aggressively seeks capital appreciation. Invests mainly in common stocks of issuers in emerging and developing markets throughout the world. Under normal market conditions, will invest at least 80% of total assets in equity securities of issuers whose principal activities are in at least three developing markets.
Pax World Balanced Fund, Inc.	Pax World Management Corp.	Seeks to provide its shareholders with a diversified holding of securities of companies that offer primarily income and conservation of principal and secondarily possible long-term growth of capital. Intends to invest about 60% of assets in common and preferred stock and/or securities convertible into common stock and 40% in bonds and/or debentures. These percentages may vary, however, depending upon market conditions.
Pioneer Variable Contracts Trust - Pioneer Equity Income VCT Portfolio (Class I Shares)	Pioneer Investment Management, Inc.	Seeks current income and long-term growth of capital from a portfolio consisting primarily of income producing equity securities of U.S. corporations. Normally, the portfolio invests at least 80% of its total assets in income producing equity securities of U.S. issuers. The income producing equity securities in which the portfolio may invest include common stocks, preferred stocks and interests in real estate investment trusts (REITs). The remainder of the portfolio may be invested in debt securities, most of which are expected to be convertible into common stocks.
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Pioneer Variable Contracts Trust - Pioneer Mid Cap Value VCT Portfolio (Class I Shares)	Pioneer Investment Management, Inc.	Seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks. Normally, invests at least 80% of total assets in equity securities of mid-size companies, that is, companies with market values within the range of market values of companies included in the Russell MidcapÒ Value Index.
The Growth Fund of AmericaÒ (Class R-4)	Capital Research and Management Company	Seeks to provide long-term growth of capital through a diversified portfolio of common stocks. May invest up to 15% of assets in securities of issuers based outside of the U.S. and not included in the S&P 500. Invests primarily in common stocks, and may also invest in U.S. government securities, bonds and cash.
Washington Mutual Investors FundSM (Class R-4)	Capital Research and Management Company	Seeks to produce income and to provide an opportunity for growth of principal consistent with sound common stock investing. Strives to accomplish this objective through fundamental research, careful selection, and broad diversification. The fund's policy is to maintain at all times a fully invested and widely diversified portion of securities; however, the fund may hold, to a limited extent, short-term U.S. government securities, other money market instruments, cash and cash equivalents.

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APPENDIX V CONDENSED FINANCIAL INFORMATION
Except for subaccounts which did not commence operations as of December 31, 2004, the following tables give (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 C available under the contracts for the indicated periods. For those subaccounts that commenced operations during the period ended December 31, 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 December 31, 2004 the "Value at end of period" shown is the value at the last date of investment. FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES OF 0.35% FOR ING MONEY MARKET PORTFOLIO AND 1.00% FOR ALL OTHER SUBACCOUNTS (Selected data for accumulation units outstanding throughout each period)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
AIM V.I. CAPITAL APPRECIATION FUND
(Funds were first received in this option during September 2000)
Value at beginning of period	$5.47	$4.26	$5.693	$7.500	$9.838
Value at end of period	$5.77	$5.47	$4.26	$5.693	$7.500
Number of accumulation units outstanding at end of period	214,416	213,322	175,779	134,976	69,307
AIM V.I. CORE EQUITY FUND
(Funds were first received in this option during September 2000)
Value at beginning of period	$6.16	$5.00	$5.988	$7.842	$9.776
Value at end of period	$6.65	$6.16	$5.00	$5.988	$7.842
Number of accumulation units outstanding at end of period	341,503	378,274	375,191	309,796	380,759
AIM V.I. GROWTH FUND
(Funds were first received in this option during September 2000)
Value at beginning of period	$4.16	$3.20	$4.685	$7.162	$9.482
Value at end of period	$4.46	$4.16	$3.20	$4.685	$7.162
Number of accumulation units outstanding at end of period	229,493	209,075	144,333	110,262	61,815

CFI - 1

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
AIM V.I. PREMIER EQUITY FUND
(Funds were first received in this option during September 2000)
Value at beginning of period	$6.15	$4.97	$7.194	$8.315	$9.503
Value at end of period	$6.44	$6.15	$4.97	$7.194	$8.315
Number of accumulation units outstanding at end of period	197,459	235,000	196,314	197,986	23,719
AMERICAN CENTURY INCOME & GROWTH FUND
(Funds were first received in this option during February 2001)
Value at beginning of period	$8.99	$7.02	$8.823	$9.317
Value at end of period	$10.03	$8.99	$7.02	$8.823
Number of accumulation units outstanding at end of period	430,969	270,116	157,164	57,413
CALVERT SOCIAL BALANCED PORTFOLIO
(Funds have been in this option for more than ten years)
Value at beginning of period	$27.31	$23.11	$26.578	$28.864	$30.131	$27.186	$23.675	$19.965	$17.951	$13.990
Value at end of period	$29.27	$27.31	$23.11	$26.578	$28.864	$30.131	$27.186	$23.675	$19.965	$17.951
Number of accumulation units outstanding at end of period	578,904	618,903	627,715	679,480	708,861	880,319	917,567	929,282	898,279	856,361
EVERGREEN SPECIAL VALUES FUND
(Funds were first received in this option during February 2001)
Value at beginning of period	$15.33	$11.44	$12.433	$11.026
Value at end of period	$18.22	$15.33	$11.44	$12.433
Number of accumulation units outstanding at end of period	1,643,534	1,093,807	795,240	300,428
FIDELITY® VIP ASSET MANAGERSM PORTFOLIO
(The initial accumulation unit value was established at $10.000 during March 1994, when the funds were first received under this option)
Value at beginning of period	$17.45	$14.94	$16.538	$17.427	$18.343	$16.719	$14.715	$12.349	$10.912	$9.447
Value at end of period	$18.23	$17.45	$14.94	$16.538	$17.427	$18.343	$16.719	$14.715	$12.349	$10.912
Number of accumulation units outstanding at end of period	1,017,631	1,144,415	1,128,596	1,202,498	1,239,976	1,511,789	1,596,943	1,576,603	1,384,927	1,316,916

CFI - 2

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(The initial accumulation unit value was established at $10.000 during May 1995, when the fund became available under the contract)
Value at beginning of period	$24.91	$19.58	$21.820	$25.130	$27.214	$22.177	$17.276	$14.092	$11.763	$10.000
Value at end of period	$28.47	$24.91	$19.58	$21.820	$25.130	$27.214	$22.177	$17.276	$14.092	$11.763
Number of accumulation units outstanding at end of period	3,987,863	3,526,154	3,283,776	3,132,236	3,098,835	3,780,287	3,333,320	2,706,862	1,522,169	525,476
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(The initial accumulation unit value was established at $10.000 during May 1995, when the fund became available under the contract)
Value at beginning of period	$20.54	$15.92	$19.360	$20.588	$19.201	$18.285	$16.587	$13.110	$11.617	$10.000
Value at end of period	$22.68	$20.54	$15.92	$19.360	$20.588	$19.201	$18.285	$16.587	$13.110	$11.617
Number of accumulation units outstanding at end of period	2,369,317	2,209,984	1,950,075	1,746,306	1,521,271	2,271,494	2,533,673	2,139,178	1,454,755	628,582
FIDELITY® VIP HIGH INCOME PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$8.33	$6.61	$6.453	$7.389	$9.638	$9.023	$9.995
Value at end of period	$9.03	$8.33	$6.61	$6.453	$7.389	$9.638	$9.023
Number of accumulation units outstanding at end of period	424,740	481,946	283,022	227,668	159,263	194,440	178,601
FIDELITY® VIP INDEX 500 PORTFOLIO
(The initial accumulation unit value was established at $10.000 during May 1995, when the fund became available under the contract)
Value at beginning of period	$21.49	$16.90	$21.956	$25.246	$28.147	$23.650	$18.662	$14.240	$11.740	$10.000
Value at end of period	$23.53	$21.49	$16.90	$21.956	$25.246	$28.147	$23.650	$18,662	$14.240	$11.740
Number of accumulation units outstanding at end of period	4,392,230	4,214,321	3,848,604	3,861,877	3,615,259	4,354,723	3,947,187	3,093,080	1,490,937	290,547
FIDELITY® VIP OVERSEAS PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$7.40	$5.21	$6.608	$8.471	$9.535
Value at end of period	$8.33	$7.40	$5.21	$6.608	$8.471
Number of accumulation units outstanding at end of period	289,347	245,549	349,672	28,690	5,930

CFI - 3

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
FRANKLIN SAMLL CAP VALUE SECURITIES FUND
(Funds were first received in this option during June 2003)
Value at beginning of period	$13.33	$10.95
Value at end of period	$16.33	$13.33
Number of accumulation units outstanding at end of period	212,288	20,815
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$13.03	$10.39
Value at end of period	$16.51	$13.03
Number of accumulation units outstanding at end of period	391,073	121,637
ING JPMORGAN FLEMING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$19.47	$15.19	$18.733	$25.910	$32.585	$20.829	$17.709	$17.490
Value at end of period	$22.92	$19.47	$15.19	$18.733	$25.910	$32.585	$20.829	$17.709
Number of accumulation units outstanding at end of period	1,495,568	1,754,269	1,878,240	2,129,254	2,322,473	2,807,485	2,962,631	3,237,710
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$26.23	$20.69	$29.926	$40.196	$43.112	$29.339	$23.440	$23.106
Value at end of period	$29.32	$26.23	$20.69	$29.926	$40.196	$43.112	$29.339	$23.440
Number of accumulation units outstanding at end of period	1,485,047	1,836,502	1,909,558	2,239,840	2,301,513	2,448,587	2,244,308	2,018,219
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$10.13	$10.05
Value at end of period	$10.47	$10.13
Number of accumulation units outstanding at end of period	542,483	189,541

CFI - 4

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$13.11	$9.58	$14.963	$20.220	$28.710	$19.268	$15.046	$15.236
Value at end of period	$14.24	$13.11	$9.58	$14.963	$20.220	$28.710	$19.268	$15.046
Number of accumulation units outstanding at end of period	1,787,806	2,191,575	2,103,643	2,375,971	2,380,370	3,024,975	3,101,880	2,707,904
ING T. ROWEPRICEGROWTHEQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$21.86	$16.86	$22.204	$24.994	$25.283	$20.929	$16.608	$16.276
Value at end of period	$23.81	$21.86	$16.86	$22.204	$24.994	$25.283	$20.929	$16.608
Number of accumulation units outstanding at end of period	1,771,556	1,670,473	1,456,936	1,470,698	1,359,111	1,549,310	1,564,888	1,317,058
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$13.24	$10.70	$14.393	$18.387	$17.796	$14.528	$11.960	$12.195
Value at end of period	$15.04	$13.24	$10.70	$14.393	$18.387	$17.796	$14.528	$11.960
Number of accumulation units outstanding at end of period	811,334	858,894	866,515	955,110	999,127	194,296	1,379,653	232,418
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$12.47	$10.15
Value at end of period	$14.42	$12.47
Number of accumulation units outstanding at end of period	777,786	302,672
ING VP BALANCED PORTFOLIO, INC.
(Funds have been in this option for more than ten years)
Value at beginning of period	$31.17	$26.48	$29.827	$31.470	$32.002	$28.524	$24.700	$20.419	$17.954	$14.270
Value at end of period	$33.76	$31.17	$26.48	$29.827	$31.470	$32.002	$28.524	$24.700	$20.419	$17.954
Number of accumulation units outstanding at end of period	1,212,176	1,296,685	1,335,579	1,490,555	1,630,256	2,155,445	2,294,877	2,160,305	2,716,641	9,193,181

CFI - 5

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING VP EMERGING MARKETS FUND
(Funds were first received in this option during October 1994)
Value at beginning of period	$8.41	$5.77	$6.429	$7.254	$12.315	$5.470	$7.715	$8.832	$8.323	$8.772
Value at end of period	$10.13	$8.41	$5.77	$6.429	$7.254	$12.315	$5.470	$7.715	$8.832	$8.323
Number of accumulation units outstanding at end of period	716,974	696,442	670,676	628,973	657,383	940,817	745,856	750,330	548,618	371,156
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$3.64	$2.53	$4.352	$5.710	$9.391
Value at end of period	$3.56	$3.64	$2.53	$4.352	$5.710
Number of accumulation units outstanding at end of period	864,758	915,253	428,288	342,338	138,503
ING VP GROWTH AND INCOME PORTFOLIO
(Funds have been in this option for more than ten years)
Value at beginning of period	$187.76	$150.43	$202.587	$250.928	$284.994	$245.765	$217.359	$169.448	$137.869	$105.558
Value at end of period	$201.50	$187.76	$150.43	$202.587	$250.928	$284.994	$245.765	$217.359	$169.448	$137.869
Number of accumulation units outstanding at end of period	784,200	907,962	985,007	1,137,553	1,257,857	1,555,542	1,747,097	1,826,355	2,071,139	6,364,000
ING VP GROWTH PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$5.06	$3.92	$5.570	$7.718	$9.343
Value at end of period	$5.37	$5.06	$3.92	$5.570	$7.718
Number of accumulation units outstanding at end of period	241,500	222,350	147,672	108,472	87,757
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during December 1997)
Value at beginning of period	$17.12	$13.71	$17.645	$20.645	$23.044	$18.772	$14.444	$14.493
Value at end of period	$18.74	$17.12	$13.71	$17.645	$20.645	$23.044	$18.772	$14.444
Number of accumulation units outstanding at end of period	2,392,049	2,418,495	2,268,115	2,246,477	2,198,550	2,748,955	1,302.825	17,771
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$17.13	$13.07	$15.014	$15.377	$12.967	$11.338	$9.928
Value at end of period	$19.78	$17.13	$13.07	$15.014	$15.377	$12.967	$11.338
Number of accumulation units outstanding at end of period	1,675,767	1,232,142	916,636	517,509	344,475	73,984	35,201

CFI - 6

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$12.77	$9.47	$11.025	$10.881	$10.019	$9.157	$10.193
Value at end of period	$15.43	$12.77	$9.47	$11.025	$10.881	$10.019	$9.157
Number of accumulation units outstanding at end of period	1,155,531	810,650	562,448	292,147	185,350	118,433	81,388
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds have been in this option for more than ten years)
Value at beginning of period	$70.76	$67.24	$62.692	$58.266	$53.738	$54.819	$51.330	$47.992	$46.913	$40.173
Value at end of period	$73.47	$70.76	$67.24	$62.692	$58.266	$53.738	$54.819	$51.330	$47.992	$46.913
Number of accumulation units outstanding at end of period	623,553	672,361	774,013	697,898	603,259	867,416	994,987	959,336	835,724	2,377,622
ING VP INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$5.79	$4.43	$6.096	$8.094	$9.610
Value at end of period	$6.71	$5.79	$4.43	$6.096	$8.094
Number of accumulation units outstanding at end of period	54,102	27,705	9,052	5,361	2,641
ING VP MONEY MARKET PORTFOLIO
(Funds have been in this option for more than ten years)
Value at beginning of period	$49.72	$49.45	$48.828	$47.123	$44.501	$42.883	$41.174	$39.528	$37.988	$36.271
Value at end of period	$50.07	$49.72	$49.45	$48.828	$47.123	$44.501	$42.883	$41.174	$39.528	$37.988
Number of accumulation units outstanding at end of period	384,115	456,502	804,354	764,353	685,272	845,679	564,537	455,502	597,656	1,836,260
ING VP NATURAL RESOURCES TRUST
(Funds have been in this option for more than ten years)
Value at beginning of period	$15.71	$12.16	$12.543	$15.080	$12.882	$11.433	$14.403	$13.611	$10.862	$9.412
Value at end of period	$17.52	$15.71	$12.16	$12.543	$15.080	$12.882	$11.433	$14.403	$13.611	$10.862
Number of accumulation units outstanding at end of period	274,150	239,847	255,162	261,255	269,501	437,491	534,962	650,486	587,248	530,562
ING VP REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$10.33
Value at end of period	$13.91
Number of accumulation units outstanding at end of period	135,858

CFI - 7

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING VP SMALL COMPANY PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$9.73	$7.15	$9.410	$9.145	$10.292
Value at end of period	$11.02	$9.73	$7.15	$9.410	$9.145
Number of accumulation units outstanding at end of period	519,294	585,454	541,321	361,370	136,234
ING VP STRATEGIC ALLOCATION BALANCED PORTFOLIO
(Funds were first received in this option during February 1997)
Value at beginning of period	$15.93	$13.47	$15.040	$16.343	$16.458	$15.120	$14.456	$12.577
Value at end of period	$17.39	$15.93	$13.47	$15.040	$16.343	$16.458	$15.120	$14.456
Number of accumulation units outstanding at end of period	95,249	49,780	34,761	43,445	36,196	30,738	31,468	873
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during February 1997)
Value at beginning of period	$16.21	$13.17	$15.425	$17.624	$17.940	$15.886	$15.422	$13.291
Value at end of period	$17.98	$16.21	$13.17	$15.425	$17.624	$17.940	$15.886	$15.422
Number of accumulation units outstanding at end of period	89,601	54,494	37,872	33,425	28,874	33,852	21,430	380
ING VP STRATEGIC ALLOCATION INCOME PORTFOLIO
(Funds were first received in this option during May 1997)
Value at beginning of period	$16.08	$14.29	$15.088	$15.620	$15.070	$14.248	$13.491	$12.296
Value at end of period	$17.19	$16.08	$14.29	$15.088	$15.620	$15.070	$14.248	$13.491
Number of accumulation units outstanding at end of period	103,950	49,925	53,498	51,196	44,930	46,462	95,526	2,279
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$12.58	$10.20	$13.911	$15.556	$14.274	$12.088	$11.472
Value at end of period	$13.72	$12.58	$10.20	$13.911	$15.556	$14.274	$12.088
Number of accumulation units outstanding at end of period	817,817	921,089	941,931	698,722	227,331	74,768	33,957

CFI - 8

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
JANUS ASPEN BALANCED PORTFOLIO
(Funds were first received in this option during September 2000)
Value at beginning of period	$9.36	$8.29	$8.949	$9.491	$9.909
Value at end of period	$10.06	$9.36	$8.29	$8.949	$9.491
Number of accumulation units outstanding at end of period	1,025,398	1,323,124	1,154,096	559,999	139,295
JANUS ASPEN FORTY PORTFOLIO
(Funds were first received in this option during February 2001)
Value at beginning of period	$7.32	$6.15	$7.388	$8.800
Value at end of period	$8.55	$7.32	$6.15	$7.388
Number of accumulation units outstanding at end of period	324,385	390,130	319,129	71,782
JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
(The initial accumulation unit value was established at $10.000 during July 1995, when the fund became available under the contract)
Value at beginning of period	$19.13	$14.67	$20.159	$27.071	$32.036	$22.529	$16.816	$13.872	$11.859	$10.000
Value at end of period	$19.79	$19.13	$14.67	$20.159	$27.071	$32.036	$22.529	$16.816	$13.872	$11.859
Number of accumulation units outstanding at end of period	1,579,855	2,273,528	2,332,245	2,654,330	2,566,224	2,721,885	1,354,047	1,109,942	663,945	109,717
JANUS ASPEN MID CAP GROWTH PORTFOLIO
(The initial accumulation unit value was established at $10.000 during June 1994, when the funds were first received under this option)
Value at beginning of period	$20.68	$15.46	$21.668	$36.169	$53.644	$24.098	$18.174	$16.334	$15.323	$12.169
Value at end of period	$24.72	$20.68	$15.46	$21.668	$36,169	$53.644	$24.098	$18.174	$16.334	$15.323
Number of accumulation units outstanding at end of period	2,256,190	2,995,702	3,026,489	3,316,994	3,203,706	3,274,450	2,142,130	1,939,607	1,893,718	1,280,953
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
(The initial accumulation unit value was established at $10.000 during July 1995, when the fund became available under the contract)
Value at beginning of period	$22.39	$18.24	$24.735	$32.231	$38.648	$23.797	$18.690	$15.493	$12.158	$10.000
Value at end of period	$23.23	$22.39	$18.24	$24.735	$32.231	$38.648	$23.797	$18.690	$15.493	$12.158
Number of accumulation units outstanding at end of period	2,326,339	3,460,837	3,828,034	4,384,839	4,666,562	5,548,674	4,687,167	3,873,511	2,090,908	314,653

CFI - 9

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
LORD ABBETT MID-CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$12.77	$10.11
Value at end of period	$15.68	$12.77
Number of accumulation units outstanding at end of period	500,249	92,123
MFS® TOTAL RETURN SERIES
(Funds were first received in this option during May 1998)
Value at beginning of period	$13.19	$11.45	$12.200	$12.300	$10.720	$10.531	$10.182
Value at end of period	$14.54	$13.19	$11.45	$12.200	$12.300	$10.720	$10.531
Number of accumulation units outstanding at end of period	2,358,001	1,730,462	1,234,811	694,079	167,946	63,822	36,633
OPPENHEIMER DEVELOPING MARKETS FUND
(Funds were first received in this option during February 2001)
Value at beginning of period	$14.57	$8.91	$9.145	$10.467
Value at end of period	$19.19	$14.57	$8.91	$9.145
Number of accumulation units outstanding at end of period	757,938	428,805	145,247	24,356
OPPENHEIMER GLOBAL SECURITIES FUND/VA
(Funds were first received in this option during June 1998)
Value at beginning of period	$15.92	$11.24	$14.586	$16.759	$16.126	$10.303	$10.077
Value at end of period	$18.78	$15.92	$11.24	$14.586	$16.759	$16.126	$10.303
Number of accumulation units outstanding at end of period	2,689,501	1,737,193	1,235,937	793,849	424,092	59,571	20,548
OPPENHEIMER STRATEGIC BOND FUND/VA
(Funds were first received in this option during May 1998)
Value at beginning of period	$13.21	$11.30	$10.623	$10.240	$10.089	$9.935	$10.055
Value at end of period	$14.21	$13.21	$11.30	$10.623	$10.240	$10.089	$9.935
Number of accumulation units outstanding at end of period	354,444	286,487	214,928	156,055	125,233	173,219	100,555
PAX WORLD BALANCED FUND, INC.
(Funds were first received in this option during February 2001)
Value at beginning of period	$9.54	$8.21	$9.102	$9.850
Value at end of period	$10.70	$9.54	$8.21	$9.102
Number of accumulation units outstanding at end of period	518,200	353,096	188,163	253,700

CFI - 10

Condensed Financial Information (continued)
	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
PIONEER EQUITY INCOME VCT PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$12.14	$10.02
Value at end of period	$13.99	$12.14
Number of accumulation units outstanding at end of period	159,521	12,743
PIONEER MID CAP VALUE VCT PORTFOLIO
(Funds were first received in this option during May 2003)
Value at beginning of period	$13.46	$10.16
Value at end of period	$16.27	$13.46
Number of accumulation units outstanding at end of period	239,677	21,362

CFI - 11

FOR MASTER APPLICATIONS ONLY

I hereby acknowledge receipt of an Account C Opportunity Plus group deferred variable annuity prospectus dated April 29, 2005 as well as all current prospectuses pertaining to the variable investment options available under the contracts.

___ Please send an Account C Statement of Additional Information (Form No. SAI.75962-05) dated April 29, 2005.

___ Please send the most recent annual and/or quarterly report of ING Life Insurance and Annuity Company.

CONTRACT HOLDER's SIGNATURE

DATE

PRO.75962-05

VARIABLE ANNUITY ACCOUNT C
OF
ING LIFE INSURANCE AND ANNUITY COMPANY

Statement of Additional Information dated April 29, 2005 For OPPORTUNITY PLUS
Group Variable Multiple Option Annuity Contracts
This Statement of Additional Information is not a prospectus and should be read in conjunction with the current prospectus for Variable Annuity Account C (the "Separate Account") dated April 29, 2005.
A free prospectus is available upon request from the local ING Life Insurance and Annuity Company office or by writing to or calling:
Opportunity Plus Service Center P.O. Box 13047 Newark, NJ 07188-0047
1-800-677-4636
Read the prospectus before you invest. Unless otherwise indicated, terms used in this Statement of Additional Information have the same meaning as in the prospectus.
TABLE OF CONTENTS
	Page
General Information and History	2
Variable Annuity Account C	3
Offering and Purchase of Contracts	4
Income Phase Payments	4
Sales Material and Advertising	5
Independent Registered Public Accounting Firm	6
Financial Statements of the Separate Account	S-1
Consolidated Financial Statements of ING Life Insurance and Annuity Company	C-1

GENERAL INFORMATION AND HISTORY

ING Life Insurance and Annuity Company (the "Company," we, us, our) is a stock life insurance company which was organized under the insurance laws of the State of Connecticut in 1976. Prior to May 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company. Through a merger, it succeeded to the business of Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity Life Insurance Company organized in 1954). As of December 31, 2004, the Company and its subsidiary life company had $53 billion invested through their products, including $34 billion in their separate accounts (of which the Company, or its management affiliates, ING Investment Management Co. and ING Investments, LLC manages or oversees the management of $19 billion). The Company is ranked based on assets among the top 5% of all life and health insurance companies rated by A.M. Best Company as of July 16, 2004. The Company is an indirect subsidiary of ING Groep N.V., a global financial institution active in the fields of insurance, banking and asset management. The Company is engaged in the business of issuing life insurance policies and annuity contracts. Our Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

In addition to serving as the principal underwriter and the depositor for the separate account, the Company is a registered investment adviser under the Investment Advisers Act of 1940. We provide investment advice to several of the registered management investment companies offered as variable investment options under the contracts funded by the separate account (see "Variable Annuity Account C" below).

The Company has established the Opportunity Plus Service Center to provide administrative support to contract holders and participants investing in the Opportunity Plus Contract. This office will handle enrollments, billing, transfers, redemptions, and inquiries for all Opportunity Plus contract holders and participants. All forms and correspondence should be sent to:

Opportunity Plus Service Center
P.O. Box 13047
Newark, NJ 07188-0047

Telephone number: 1-800-677-4636

Other than the mortality and expense risk charge, administrative expense charge and ING GET Fund guarantee charge, if any, described in the prospectus, all expenses incurred in the operations of the separate account are borne by the Company. However, the Company does receive compensation for certain administrative costs or distribution costs from the funds or affiliates of the funds used as funding options under the contract. (See "Fees" in the prospectus.)

The assets of the separate account are held by the Company. The separate account has no custodian. However, the funds in whose shares the assets of the separate account are invested each have custodians, as discussed in their respective prospectuses.

From this point forward, the term "contract(s)" refers only to those offered through the prospectus.

2

VARIABLE ANNUITY ACCOUNT C
Variable Annuity Account C is a separate account established by the Company for the purpose of funding variable annuity contracts issued by the Company. The separate account is registered with the Securities and Exchange Commission (SEC) as a unit investment trust under the Investment Company Act of 1940, as amended. Payments to accounts under the contract may be allocated to one or more of the subaccounts. Each subaccount invests in the shares of only one of the funds listed below. We may make additions to, deletions from or substitution of available variable investment options as permitted by law and subject to the conditions of the contract. The availability of the funds is subject to applicable regulatory authorization. The funds currently available under the contract are as follows:
AIM V.I. Capital Appreciation Fund (Series I) AIM V.I. Core Equity Fund (Series I) AIM V.I. Growth Fund (Series I) AIM V.I. Premier Equity Fund (Series I) American Century® Income & Growth Fund (Advisor Class)(1) Calvert Social Balanced Portfolio EuroPacific Growth Fund® (Class R-4)(1) Evergreen Special Values Fund (Class A)(1) Fidelity® VIP Asset ManagerSM Portfolio (Initial Class) Fidelity® VIP Contrafund® Portfolio (Initial Class) Fidelity® VIP Equity-Income Portfolio (Initial Class) Fidelity® VIP High Income Portfolio (Initial Class) Fidelity® VIP Index 500 Portfolio (Initial Class) Fidelity® VIP Overseas Portfolio (Initial Class) Franklin Small Cap Value Securities Fund (Class 2) ING American Century Select Portfolio (Initial Class) ING Baron Small Cap Growth Portfolio (Service Class) ING GET U.S. Core Portfolio ING JPMorgan Fleming International Portfolio (Initial Class) ING MFS Capital Opportunities Portfolio (Initial Class) ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class) ING PIMCO Total Return Portfolio (Service Class) ING Salomon Brothers Aggressive Growth Portfolio (Initial Class) ING Salomon Brothers Large Cap Growth Portfolio (Initial Class) ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) ING T. Rowe Price Growth Equity Portfolio (Initial Class) ING UBS U.S. Large Cap Equity Portfolio (Initial Class)	ING Van Kampen Comstock Portfolio (Service Class) ING Van Kampen Equity and Income Portfolio (Initial Class) ING VP Balanced Portfolio Inc.(Class I) ING VP Emerging Markets Fund ING VP Global Science and Technology Portfolio (Class I) ING VP Growth and Income Portfolio (Class I) 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 Intermediate Bond Portfolio (Class I)(2) ING VP International Equity Portfolio (Class I) ING VP Money Market Portfolio (Class I) ING VP Natural Resources Trust (3) ING VP Real Estate Portfolio (Class I) ING VP Small Company Portfolio (Class I) 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 VP Value Opportunity Portfolio (Class I) Lord Abbett Series Fund - Mid-Cap Value Portfolio (Class VC) MFS® Total Return Series (Initial Class) New Perspective Fund® (Class R-4)(1) Oppenheimer Developing Markets Fund (Class A)(1) Pax World Balanced Fund, Inc.(1) Pioneer Equity Income VCT Portfolio (Class I) Pioneer Mid Cap Value VCT Portfolio (Class I) The Growth Fund of America® (Class R-4)(1) Washington Mutual Investors FundSM (Class R-4)(1)

(1)	This fund is available to the general public. See "Additional Risks of Investing in the Funds" in the prospectus.
(2)	Formerly ING VP Bond Portfolio.
(3)	Transfers or deposits are not allowed into the subaccount investing in this fund, except from accounts established under the contract before May 1, 1998. As soon as all those who have current allocations to the subaccount under the contract have redirected their allocations to other investment options, we will close the subaccount to all investments (except loan repayments that we automatically deposit into the subaccount according to our loan repayment procedures).

Complete descriptions of each of the funds, including their investment objectives, policies, risks and fees and expenses, is contained in the prospectuses and statements of additional information for each of the funds.

3

OFFERING AND PURCHASE OF CONTRACTS

The Company's subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for contracts. ING Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING Financial Advisers, LLC is also a member of the National Association of Securities Dealers, Inc. and the Securities Investor Protection Corporation. ING Financial Advisers, LLC's principal office is located at 151 Farmington Avenue, Hartford, Connecticut 06156. The contracts are distributed through life insurance agents licensed to sell variable annuities who are registered representatives of ING Financial Advisers, LLC or of other registered broker-dealers who have entered into sales arrangements with ING Financial Advisers, LLC. The offering of the contracts is continuous. A description of the manner in which contracts are purchased may be found in the prospectus under the sections titled "Contract - Ownership and Rights" and "Your Account Value."

Compensation paid to the principal underwriter, ING Financial Advisers, LLC, for the years ending December 31, 2004, 2003 and 2002 amounted to $33,938,738.36, $32,306,093 and $28,823,475 respectively. These amounts reflect compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account C of ING Life Insurance and Annuity Company.

INCOME PHASE PAYMENTS

When you begin receiving payments under the contract during the income phase (see "Income Phase" in the prospectus), the value of your account is determined using accumulation unit values as of the tenth valuation before the first payment is due. Such value (less any applicable premium tax charge) is applied to provide payments to you in accordance with the payment options and investment options elected.

The annuity option tables found in the contract show, for each option, the amount of the first payment for each $1,000 of value applied. Thereafter, variable annuity payments fluctuate as the Annuity Unit value(s) fluctuates with the investment experience of the selected investment option(s). The first payment and subsequent payments also vary depending on the assumed net investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a higher first payment, but payments will increase thereafter only to the extent that the net investment rate increases by more than 5% on an annual basis. Payments would decline if the rate failed to increase by 5%. Use of the 3.5% assumed rate causes a lower first payment, but subsequent payments would increase more rapidly or decline more slowly as changes occur in the net investment rate.

When the income phase begins, the annuitant is credited with a fixed number of Annuity Units (which does not change thereafter) in each of the designated investment options. This number is calculated by dividing (a) by (b), where (a) is the amount of the first payment based on a particular investment option, and (b) is the then current Annuity Unit value for that investment option. As noted, Annuity Unit values fluctuate from one valuation to the next (see "Account Value" in the prospectus); such fluctuations reflect changes in the net investment factor for the appropriate subaccount(s) (with a ten day valuation lag which gives the Company time to process payments) and a mathematical adjustment which offsets the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following hypothetical example. These procedures will be performed separately for the investment options selected during the income phase.

4

EXAMPLE:

Assume that, at the date payments are to begin, there are 3,000 accumulation units credited under a particular contract or account and that the value of an accumulation unit for the tenth valuation prior to retirement was $13.650000. This produces a total value of $40,950.

Assume also that no premium tax charge is payable and that the annuity table in the contract provides, for the payment option elected, a first monthly variable payment of $6.68 per $1,000 of value applied; the annuitant's first monthly payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit upon the valuation on which the first payment was due was $13.400000. When this value is divided into the first monthly payment, the number of Annuity Units is determined to be 20.414. The value of this number of Annuity Units will be paid in each subsequent month.

Suppose there were 30 days between the initial and second payment valuation dates. If the net investment factor with respect to the appropriate subaccount is 1.0032737 as of the tenth valuation preceding the due date of the second monthly income phase payment, multiplying this factor by .9971779* = .9999058^30 (to take into account 30 days of the assumed net investment rate of 3.5% per annum built into the number of Annuity Units determined above) produces a result of 1.000442. This is then multiplied by the Annuity Unit value for the prior valuation ($13.400000 from above) to produce an Annuity Unit value of $13.405928 for the valuation occurring when the second income phase payment is due.

The second monthly income phase payment is then determined by multiplying the number of Annuity Units by the current Annuity Unit value, or 20.414 times $13.405928, which produces a payment of $273.67.

*If an assumed net investment rate of 5% is elected, the appropriate factor to take into account such assumed rate would be .9959968 = .9998663^30.

SALES MATERIAL AND ADVERTISING

We may include hypothetical illustrations in our sales literature that explain the mathematical principles of dollar cost averaging, compounded interest, tax deferred accumulation, and the mechanics of variable annuity contracts. We may also discuss the difference between variable annuity contracts and other types of savings or investment products such as, personal savings accounts and certificates of deposit.

We may distribute sales literature that compares the percentage change in accumulation unit values for any of the subaccounts to established market indices such as the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average or to the percentage change in values of other management investment companies that have investment objectives similar to the subaccount being compared.

We may publish in advertisements and reports, the ratings and other information assigned to us by one or more independent rating organizations such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors Service, Inc. The purpose of the ratings is to reflect our financial strength and/or claims-paying ability. We may also quote ranking services such as Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable Insurance Products Performance Analysis Service (VIPPAS), which rank variable annuity or life subaccounts or their underlying funds by performance and/or investment objective. We may categorize funds in terms of the asset classes they represent and use such categories in marketing material for the contracts. We may illustrate in advertisements the performance of the underlying funds, if accompanied by performance which also shows the performance of such funds reduced by applicable charges under the separate account. We may also show in advertisements the portfolio holdings of the underlying funds, updated at various intervals. From time to time, we will quote articles from newspapers and magazines or other publications or reports, such as The Wall Street Journal, Money Magazine, USA Today and The VARDS Report.

5

We may provide in advertising, sales literature, periodic publications or other materials information on various topics of interest to current and prospective contract holders or participants. These topics may include the relationship between sectors of the economy and the economy as a whole and its effect on various securities markets, investment strategies and techniques (such as value investing, market timing, dollar cost averaging, asset allocation, constant ratio transfer and account rebalancing), the advantages and disadvantages of investing in tax-deferred and taxable investments, customer profiles and hypothetical purchase and investment scenarios, financial management and tax and retirement planning, and investment alternatives to certificates of deposit and other financial instruments, including comparison between the contracts and the characteristics of and market for such financial instruments.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, 600 Peachtree Street, Suite 2800, Atlanta, GA 30308 is the independent registered public accounting firm for the separate account and for the Company. The services provided to the separate account include primarily the audit of the separate account's financial statements.

6

Financial Statements
ING Life Insurance and Annuity Company
Variable Annuity Account C
Year ended December 31, 2004
with Report of Independent Registered Public Accounting Firm

S-1

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ING life insurance and annuity company
variable annuity account c
Financial Statements
Year ended December 31, 2004

Contents
Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Assets and Liabilities	4
Statements of Operations	33
Statements of Changes in Net Assets	63
Notes to Financial Statements	101

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants

ING Life Insurance and Annuity Company

We have audited the accompanying statements of assets and liabilities of ING Life Insurance and Annuity Company Variable Annuity Account C (the "Account") as of December 31, 2004, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements. These financial statements are the responsibility of the Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. The Account is comprised of the following Divisions:

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Account's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Account's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures also included confirmation of securities owned as of December 31, 2004, by correspondence with the transfer agents. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of each of the Divisions comprising the ING Life Insurance and Annuity Company Variable Annuity Account C at December 31, 2004, and the results of their operations and changes in their net assets for the periods disclosed in the financial statements, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 15, 2005

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		AIM	AIM		AIM V.I.
		Health	Mid Cap	AIM Small	Capital	AIM V.I.	AIM V.I.
		Sciences	Core Equity	Cap Growth	Appreciation	Core Equity	Growth
Assets
Investments in mutual funds
	at fair value	$             21	$           196	$                -	$      20,524	$      38,313	$      17,595
Total assets		21	196	-	20,524	38,313	17,595
Net assets		$             21	$           196	$                -	$      20,524	$      38,313	$      17,595
Net assets
Accumulation units		$             21	$           196	$                -	$      20,524	$      38,301	$      17,595
Contracts in payout (annuitization)
	period	-	-	-	-	12	-
Total net assets		$             21	$           196	$                -	$      20,524	$      38,313	$      17,595
Total number of shares		414	6,857	2	904,542	1,695,267	1,096,276
Cost of shares		$             19	$           194	$                -	$      20,726	$      41,023	$      17,571

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

4

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

			Alliance-	Alliance-		American
		AIM V.I.	Bernstein	Bernstein	American	Century®
		Premier	Growth and	Growth and	Balanced	Income
		Equity	Income Fund	Income Portfolio	Fund®	& Growth
Assets
Investments in mutual funds
	at fair value	$         19,636	$                  22	$                     50	$           1,269	$           4,389
Total assets		19,636	22	50	1,269	4,389
Net assets		$         19,636	$                  22	$                     50	$           1,269	$           4,389
Net assets
Accumulation units		$         19,632	$                  22	$                     50	$           1,269	$           4,389
Contracts in payout (annuitization)
	period	4	-	-	-	-
Total net assets		$         19,636	$                  22	$                     50	$           1,269	$           4,389
Total number of shares		921,877	5,877	2,064	70,681	143,195
Cost of shares		$         20,241	$                  20	$                     48	$           1,240	$           3,840

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

5

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

						Calvert
		Ariel		Baron	Baron	Social
		Appreciation	Ariel	Asset	Growth	Balanced
Assets
Investments in mutual funds
	at fair value	$              192	$              154	$              135	$              392	$         66,170
Total assets		192	154	135	392	66,170
Net assets		$              192	$              154	$              135	$              392	$         66,170
Net assets
Accumulation units		$              192	$              154	$              135	$              392	$         66,170
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$              192	$              154	$              135	$              392	$         66,170
Total number of shares		4,037	2,898	2,564	8,870	35,347,158
Cost of shares		$              181	$              147	$              129	$              344	$         68,763

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

6

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		EuroPacific	EuroPacific
		Growth	Growth	Evergreen	Fidelity®
		Fund® -	Fund® -	Special	Advisor	Fidelity® VIP
		Class R-3	Class R-4	Values	Mid Cap	Contrafund®
Assets
Investments in mutual funds
	at fair value	$              553	$         16,360	$         47,554	$              423	$       743,262
Total assets		553	16,360	47,554	423	743,262
Net assets		$              553	$         16,360	$         47,554	$              423	$       743,262
Net assets
Accumulation units		$              553	$         16,360	$         47,554	$              423	$       741,643
Contracts in payout (annuitization)
	period	-	-	-	-	1,619
Total net assets		$              553	$         16,360	$         47,554	$              423	$       743,262
Total number of shares		15,680	463,995	1,730,508	16,763	27,921,192
Cost of shares		$              500	$         14,989	$         40,703	$              380	$       603,027

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

7

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		Fidelity®			Fidelity®
		VIP Equity-	Fidelity® VIP	Fidelity® VIP	VIP Asset	Fidelity® VIP
		Income	Growth	High Income	ManagerSM	Index 500
Assets
Investments in mutual funds
	at fair value	$       405,088	$       377,338	$           5,210	$         20,327	$       116,763
Total assets		405,088	377,338	5,210	20,327	116,763
Net assets		$       405,088	$       377,338	$           5,210	$         20,327	$       116,763
Net assets
Accumulation units		$       404,293	$       376,917	$           5,117	$         20,327	$       116,763
Contracts in payout (annuitization)
	period	795	421	93	-	-
Total net assets		$       405,088	$       377,338	$           5,210	$         20,327	$       116,763
Total number of shares		15,967,213	11,788,138	744,340	1,368,853	847,641
Cost of shares		$       360,265	$       473,572	$           4,992	$         20,453	$       114,106

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

8

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				Franklin	The	The
			Franklin	Small Cap	Growth Fund	Growth Fund
		Fidelity® VIP	Small-Mid	Value	of America® -	of America® -
		Overseas	Cap Growth	Securities	Class R-3	Class R-4
Assets
Investments in mutual funds
	at fair value	$         41,057	$                70	$         50,132	$           1,320	$         51,341
Total assets		41,057	70	50,132	1,320	51,341
Net assets		$         41,057	$                70	$         50,132	$           1,320	$         51,341
Net assets
Accumulation units		$         41,057	$                70	$         49,829	$           1,320	$         51,341
Contracts in payout (annuitization)
	period	-	-	303	-	-
Total net assets		$         41,057	$                70	$         50,132	$           1,320	$         51,341
Total number of shares		2,343,408	2,041	3,203,324	48,724	1,885,457
Cost of shares		$         36,421	$                62	$         42,958	$           1,235	$         47,803

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

9

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		The
		Income Fund	ING GET	ING GET	ING GET	ING GET
		of America® -	Fund -	Fund -	Fund -	Fund -
		Class R-3	Series H	Series I	Series J	Series K
Assets
Investments in mutual funds
	at fair value	$              110	$         13,499	$              770	$              351	$           1,349
Total assets		110	13,499	770	351	1,349
Net assets		$              110	$         13,499	$              770	$              351	$           1,349
Net assets
Accumulation units		$              110	$         13,499	$              770	$              351	$           1,349
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$              110	$         13,499	$              770	$              351	$           1,349
Total number of shares		5,936	1,388,751	78,920	36,466	136,680
Cost of shares		$              105	$         13,999	$              795	$              366	$           1,382

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

10

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING GET	ING GET	ING GET		ING VP
		Fund -	Fund -	Fund -	ING VP	Emerging
		Series L	Series Q	Series S	Balanced	Markets
Assets
Investments in mutual funds
	at fair value	$              696	$           3,849	$         23,958	$       692,148	$         10,509
Total assets		696	3,849	23,958	692,148	10,509
Net assets		$              696	$           3,849	$         23,958	$       692,148	$         10,509
Net assets
Accumulation units		$              696	$           3,849	$         23,958	$       664,329	$         10,509
Contracts in payout (annuitization)
	period	-	-	-	27,819	-
Total net assets		$              696	$           3,849	$         23,958	$       692,148	$         10,509
Total number of shares		71,450	371,157	2,288,298	51,652,804	1,323,603
Cost of shares		$              719	$           3,718	$         22,968	$       743,884	$           9,273

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

11

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING VP	ING VP	ING VP		ING MFS
		Intermediate	Money	Natural	ING Julius	Total
		Bond	Market	Resources	Baer Foreign	Return
Assets
Investments in mutual funds
	at fair value	$         407,745	$       216,952	$         20,790	$           1,428	$         29,119
Total assets		407,745	216,952	20,790	1,428	29,119
Net assets		$         407,745	$       216,952	$         20,790	$           1,428	$         29,119
Net assets
Accumulation units		$         402,003	$       216,363	$         20,790	$           1,428	$         29,119
Contracts in payout (annuitization)
	period	5,742	589	-	-	-
Total net assets		$         407,745	$       216,952	$         20,790	$           1,428	$         29,119
Total number of shares		31,030,784	16,768,617	1,177,878	116,857	1,550,554
Cost of shares		$         416,294	$       216,127	$         17,180	$           1,328	$         27,098

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

12

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING		ING	ING American
		T. Rowe	ING Aeltus	American	Century	ING Baron
		Price	Enhanced	Century	Small Cap	Small Cap
		Equity Income	Index	Select	Value	Growth
Assets
Investments in mutual funds
	at fair value	$         30,123	$           1,536	$           2,070	$          25,577	$         58,317
Total assets		30,123	1,536	2,070	25,577	58,317
Net assets		$         30,123	$           1,536	$           2,070	$          25,577	$         58,317
Net assets
Accumulation units		$         30,123	$           1,536	$           2,070	$          25,536	$         58,205
Contracts in payout (annuitization)
	period	-	-	-	41	112
Total net assets		$         30,123	$           1,536	$           2,070	$          25,577	$         58,317
Total number of shares		2,192,350	176,556	223,317	2,093,007	3,898,183
Cost of shares		$         27,506	$           1,405	$           1,975	$          23,715	$         48,529

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

13

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING Goldman		ING		ING
		Sachs®	ING	JPMorgan	ING MFS	OpCap
		Capital	JPMorgan	Mid Cap	Capital	Balanced
		Growth	International	Value	Opportunities	Value
Assets
Investments in mutual funds
	at fair value	$           1,490	$       138,552	$         14,426	$       143,585	$         20,474
Total assets		1,490	138,552	14,426	143,585	20,474
Net assets		$           1,490	$       138,552	$         14,426	$       143,585	$         20,474
Net assets
Accumulation units		$           1,490	$       138,383	$         14,377	$       143,334	$         20,256
Contracts in payout (annuitization)
	period	-	169	49	251	218
Total net assets		$           1,490	$       138,552	$         14,426	$       143,585	$         20,474
Total number of shares		132,330	11,264,363	1,038,617	5,278,849	1,524,496
Cost of shares		$           1,317	$       105,794	$         13,017	$       208,378	$         18,666

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

14

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				ING Salomon	ING Salomon
			ING	Brothers	Brothers	ING Salomon
		ING	PIMCO	Aggressive	Aggressive	Brothers
		Oppenheimer	Total	Growth -	Growth -	Fundamental
		Global	Return	Initial Class	Service Class	Value
Assets
Investments in mutual funds
	at fair value	$           2,264	$         43,692	$         228,353	$                 16	$         10,359
Total assets		2,264	43,692	228,353	16	10,359
Net assets		$           2,264	$         43,692	$         228,353	$                 16	$         10,359
Net assets
Accumulation units		$           2,244	$         43,536	$         228,277	$                 16	$         10,304
Contracts in payout (annuitization)
	period	20	156	76	-	55
Total net assets		$           2,264	$         43,692	$         228,353	$                 16	$         10,359
Total number of shares		179,994	3,986,466	5,715,964	414	575,803
Cost of shares		$           2,057	$         42,897	$         282,700	$                 16	$           9,194

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

15

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING Salomon	ING T. Rowe	ING T. Rowe	ING T. Rowe
		Brothers	Price Diversified	Price Growth	Price Growth	ING UBS
		Investors	Mid Cap Growth -	Equity -	Equity -	U.S. Large
		Value	Service Class	Initial Class	Service Class	Cap Equity
Assets
Investments in mutual funds
	at fair value	$           5,760	$           9,594	$       291,385	$              219	$       135,468
Total assets		5,760	9,594	291,385	219	135,468
Net assets		$           5,760	$           9,594	$       291,385	$              219	$       135,468
Net assets
Accumulation units		$           5,760	$           9,585	$       290,763	$              219	$       134,912
Contracts in payout (annuitization)
	period	-	9	622	-	556
Total net assets		$           5,760	$           9,594	$       291,385	$              219	$       135,468
Total number of shares		406,498	1,200,745	5,849,933	4,429	15,788,780
Cost of shares		$           5,190	$           8,948	$       279,505	$              199	$       159,100

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

16

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

			ING	ING VP	ING VP	ING VP
		ING Van	Van Kampen	Strategic	Strategic	Strategic
		Kampen	Equity and	Allocation	Allocation	Allocation
		Comstock	Income	Balanced	Growth	Income
Assets
Investments in mutual funds
	at fair value	$         71,730	$           2,372	$         70,666	$         81,653	$         36,460
Total assets		71,730	2,372	70,666	81,653	36,460
Net assets		$         71,730	$           2,372	$         70,666	$         81,653	$         36,460
Net assets
Accumulation units		$         70,654	$           2,372	$         70,261	$         81,369	$         36,313
Contracts in payout (annuitization)
	period	1,076	-	405	284	147
Total net assets		$         71,730	$           2,372	$         70,666	$         81,653	$         36,460
Total number of shares		5,836,492	71,072	5,080,208	5,532,074	2,795,991
Cost of shares		$         60,848	$           2,196	$         66,138	$         76,959	$         34,093

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

17

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING	ING VP	ING GET	ING GET	ING GET
		Financial	Growth and	US Core -	US Core -	US Core -
		Services	Income	Series 1	Series 2	Series 3
Assets
Investments in mutual funds
	at fair value	$                  9	$    2,182,323	$           2,224	$         18,726	$         52,924
Total assets		9	2,182,323	2,224	18,726	52,924
Net assets		$                  9	$    2,182,323	$           2,224	$         18,726	$         52,924
Net assets
Accumulation units		$                  9	$    2,021,342	$           2,224	$         18,726	$         52,924
Contracts in payout (annuitization)
	period	-	160,981	-	-	-
Total net assets		$                  9	$    2,182,323	$           2,224	$         18,726	$         52,924
Total number of shares		410	112,781,554	209,453	1,793,647	5,224,462
Cost of shares		$                  9	$    3,237,586	$           2,096	$         17,947	$         52,281

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

18

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING GET	ING GET	ING GET		ING
		US Core -	US Core -	US Core -	ING GNMA	Intermediate
		Series 5	Series 6	Series 7	Income	Bond
Assets
Investments in mutual funds
	at fair value	$              696	$           5,605	$           4,017	$              404	$              535
Total assets		696	5,605	4,017	404	535
Net assets		$              696	$           5,605	$           4,017	$              404	$              535
Net assets
Accumulation units		$              696	$           5,605	$           4,017	$              404	$              535
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$              696	$           5,605	$           4,017	$              404	$              535
Total number of shares		65,822	553,811	401,309	46,714	51,245
Cost of shares		$              659	$           5,538	$           4,014	$              405	$              536

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

19

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING VP
		Global		ING VP	ING VP	ING VP
		Science and	ING VP	Index Plus	Index Plus	Index Plus
		Technology	Growth	LargeCap	MidCap	SmallCap
Assets
Investments in mutual funds
	at fair value	$         40,737	$         89,883	$       562,520	$       361,470	$       158,486
Total assets		40,737	89,883	562,520	361,470	158,486
Net assets		$         40,737	$         89,883	$       562,520	$       361,470	$       158,486
Net assets
Accumulation units		$         40,737	$         89,673	$       558,199	$       360,442	$       157,892
Contracts in payout (annuitization)
	period	-	210	4,321	1,028	594
Total net assets		$         40,737	$         89,883	$       562,520	$       361,470	$       158,486
Total number of shares		10,664,217	9,401,996	37,956,839	19,904,753	9,669,699
Cost of shares		$         37,951	$       123,090	$       604,721	$       284,666	$       121,084

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

20

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		ING VP	ING VP	ING VP	ING VP	ING VP
		International	Small	Value	Financial	International
		Equity	Company	Opportunity	Services	Value
Assets
Investments in mutual funds
	at fair value	$         14,340	$       175,779	$       110,369	$              194	$         58,379
Total assets		14,340	175,779	110,369	194	58,379
Net assets		$         14,340	$       175,779	$       110,369	$              194	$         58,379
Net assets
Accumulation units		$         14,317	$       175,294	$       110,369	$              194	$         58,092
Contracts in payout (annuitization)
	period	23	485	-	-	287
Total net assets		$         14,340	$       175,779	$       110,369	$              194	$         58,379
Total number of shares		1,640,756	8,815,382	8,367,596	17,586	4,575,178
Cost of shares		$         12,583	$       126,771	$       103,976	$              181	$         47,718

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

21

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

			ING VP		ING VP
		ING VP	MidCap	ING VP	SmallCap	ING
		MagnaCap	Opportunities	Real Estate	Opportunities	Real Estate
Assets
Investments in mutual funds
	at fair value	$           1,748	$           5,546	$         27,225	$           8,178	$              282
Total assets		1,748	5,546	27,225	8,178	282
Net assets		$           1,748	$           5,546	$         27,225	$           8,178	$              282
Net assets
Accumulation units		$           1,748	$           5,546	$         27,225	$           8,178	$              282
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$           1,748	$           5,546	$         27,225	$           8,178	$              282
Total number of shares		184,189	808,417	1,998,895	502,950	18,764
Cost of shares		$           1,486	$           5,022	$         23,927	$           7,210	$              263

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

22

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		Janus
		Advisor		Janus Aspen	Janus Aspen
		Series	Janus Aspen	Capital	Flexible	Janus Aspen
		Balanced	Balanced	Appreciation	Income	Growth
Assets
Investments in mutual funds
	at fair value	$                  -	$       356,943	$           3,238	$         78,169	$       199,501
Total assets		-	356,943	3,238	78,169	199,501
Net assets		$                  -	$       356,943	$           3,238	$         78,169	$       199,501
Net assets
Accumulation units		$                  -	$       356,685	$           3,238	$         78,169	$       199,142
Contracts in payout (annuitization)
	period	-	258	-	-	359
Total net assets		$                  -	$       356,943	$           3,238	$         78,169	$       199,501
Total number of shares		4	14,634,819	132,772	6,438,970	9,940,264
Cost of shares		$                  -	$       349,136	$           2,497	$         79,222	$       283,015

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

23

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		Janus Aspen	Janus Aspen			Lord Abbett
		Mid Cap	Worldwide	Janus	Lord Abbett	Growth and
		Growth	Growth	Twenty	Affiliated	Income
Assets
Investments in mutual funds
	at fair value	$       458,336	$       425,591	$              730	$              221	$        109,667
Total assets		458,336	425,591	730	221	109,667
Net assets		$       458,336	$       425,591	$              730	$              221	$        109,667
Net assets
Accumulation units		$       458,336	$       425,071	$              730	$              221	$        108,984
Contracts in payout (annuitization)
	period	-	520	-	-	683
Total net assets		$       458,336	$       425,591	$              730	$              221	$        109,667
Total number of shares		17,737,450	15,892,122	16,304	15,399	4,034,847
Cost of shares		$       766,800	$       601,444	$              574	$              205	$          93,329

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

24

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		Lord Abbett	Lord Abbett		Massachusetts
		Mid-Cap	Mid Cap	Lord Abbett	Investors	MFS®
		Value -	Value -	Small-Cap	Growth	Total
		Class VC	Class A	Value	Stock	Return
Assets
Investments in mutual funds
	at fair value	$         96,241	$              290	$              530	$               180	$         74,758
Total assets		96,241	290	530	180	74,758
Net assets		$         96,241	$              290	$              530	$               180	$         74,758
Net assets
Accumulation units		$         96,041	$              290	$              530	$               180	$         74,758
Contracts in payout (annuitization)
	period	200	-	-	-	-
Total net assets		$         96,241	$              290	$              530	$               180	$         74,758
Total number of shares		4,629,186	12,793	19,235	14,557	3,488,463
Cost of shares		$         80,164	$              269	$              517	$               164	$         64,007

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

25

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				New	New
				Perspective	Perspective -	Oppenheimer
		Moderate	Mutual	Fund® -	Fund® -	Capital
		Allocation	Discovery	Class R-3	Class R-4	Appreciation
Assets
Investments in mutual funds
	at fair value	$                63	$              186	$              204	$           8,638	$              217
Total assets		63	186	204	8,638	217
Net assets		$                63	$              186	$              204	$           8,638	$              217
Net assets
Accumulation units		$                63	$              186	$              204	$           8,638	$              217
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$                63	$              186	$              204	$           8,638	$              217
Total number of shares		4,397	7,756	7,438	313,181	5,271
Cost of shares		$                55	$              167	$              188	$           7,854	$              202

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

26

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				Oppenheimer
		Oppenheimer		Main Street	Oppenheimer	Oppenheimer
		Developing	Oppenheimer	Fund® -	Aggressive	Global
		Markets	Global	Class A	Growth	Securities
Assets
Investments in mutual funds
	at fair value	$         37,377	$                  4	$                 13	$                   3	$        410,368
Total assets		37,377	4	13	3	410,368
Net assets		$         37,377	$                  4	$                 13	$                   3	$        410,368
Net assets
Accumulation units		$         37,377	$                  4	$                 13	$                   -	$        409,412
Contracts in payout (annuitization)
	period	-	-	-	3	956
Total net assets		$         37,377	$                  4	$                 13	$                   3	$        410,368
Total number of shares		1,390,528	69	364	77	13,906,064
Cost of shares		$         31,976	$                  4	$                 12	$                   3	$        316,956

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

27

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

			Oppenheimer
		Oppenheimer	Main Street®	Oppenheimer		PIMCO NFJ
		Main Street®	Small	Strategic	Pax World	Small-Cap
		Fund/VA	Cap	Bond	Balanced	Value
Assets
Investments in mutual funds
	at fair value	$                 43	$                   5	$          47,078	$         16,523	$              53
Total assets		43	5	47,078	16,523	53
Net assets		$                 43	$                   5	$          47,078	$         16,523	$              53
Net assets
Accumulation units		$                   -	$                   5	$          46,992	$         16,523	$              53
Contracts in payout (annuitization)
	period	43	-	86	-	-
Total net assets		$                 43	$                   5	$          47,078	$         16,523	$              53
Total number of shares		2,073	283	9,036,108	711,594	1,821
Cost of shares		$                 38	$                   4	$          43,768	$         15,263	$              48

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

28

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				Pioneer
		PIMCO VIT	Pioneer	Equity	Pioneer	Pioneer
		Real Return	High Yield	Income VCT	Fund	Fund VCT
Assets
Investments in mutual funds
	at fair value	$           9,519	$              437	$         28,279	$                  1	$           2,601
Total assets		9,519	437	28,279	1	2,601
Net assets		$           9,519	$              437	$         28,279	$                  1	$           2,601
Net assets
Accumulation units		$           9,519	$              437	$         28,130	$                  1	$           2,601
Contracts in payout (annuitization)
	period	-	-	149	-	-
Total net assets		$           9,519	$              437	$         28,279	$                  1	$           2,601
Total number of shares		736,747	37,661	1,374,112	33	126,437
Cost of shares		$           9,577	$              438	$         25,017	$                  1	$           2,262

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

29

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

		Pioneer	Pioneer	Scudder	T. Rowe Price
		High Yield	Mid Cap	Equity 500	Mid-Cap	Templeton
		VCT	Value VCT	Index	Value	Foreign
Assets
Investments in mutual funds
	at fair value	$           4,468	$         49,664	$                  2	$              619	$              450
Total assets		4,468	49,664	2	619	450
Net assets		$           4,468	$         49,664	$                  2	$              619	$              450
Net assets
Accumulation units		$           4,468	$         49,397	$                  2	$              619	$              450
Contracts in payout (annuitization)
	period	-	267	-	-	-
Total net assets		$           4,468	$         49,664	$                  2	$              619	$              450
Total number of shares		382,894	2,013,128	13	27,179	36,589
Cost of shares		$           4,403	$         42,268	$                  2	$              592	$              403

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

30

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				UBS U.S.		Vanguard®
		Templeton	Templeton	Small Cap	Vanguard®	Variable
		Growth	Global Bond	Growth	500 Index	Insurance
Assets
Investments in mutual funds
	at fair value	$                61	$           6,775	$                48	$                13	$              208
Total assets		61	6,775	48	13	208
Net assets		$                61	$           6,775	$                48	$                13	$              208
Net assets
Accumulation units		$                61	$           6,775	$                48	$                13	$              208
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$                61	$           6,775	$                48	$                13	$              208
Total number of shares		2,677	608,714	3,543	170	10,671
Cost of shares		$                58	$           6,407	$                43	$                12	$              191

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

31

ING life insurance and annuity company
variable annuity account c
Statements of Assets and Liabilities
December 31, 2004
(Dollars in thousands)

				Washington	Washington
			Wanger U.S.	Mutual	Mutual
		Wanger	Smaller	InvestorsSM -	InvestorsSM -
		Select	Companies	Class R-3	Class R-4
Assets
Investments in mutual funds
	at fair value	$           2,227	$           2,155	$           1,232	$         35,859
Total assets		2,227	2,155	1,232	35,859
Net assets		$           2,227	$           2,155	$           1,232	$         35,859
Net assets
Accumulation units		$           2,227	$           2,155	$           1,232	$         35,859
Contracts in payout (annuitization)
	period	-	-	-	-
Total net assets		$           2,227	$           2,155	$           1,232	$         35,859
Total number of shares		100,725	68,696	40,175	1,167,672
Cost of shares		$           2,137	$           1,919	$           1,178	$         34,397

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

32

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			AIM	AIM Mid		AIM V.I.
			Health	Cap Core	AIM Small	Capital	AIM V.I.	AIM V.I.
			Sciences	Equity	Cap Growth	Appreciation	Core Equity	Growth
Net investment income (loss)
Income:
	Dividends		$                -	$                -	$                -	$                -	$           367	$                -
Total investment income			-	-	-	-	367	-
Expenses:
	Mortality and expense risk and
		other charges	-	-	-	213	432	186
Total expenses			-	-	-	213	432	186
Net investment income (loss)			-	-	-	(213)	(65)	(186)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	-	-	(2,335)	(4,988)	(3,438)
Capital gains distributions			-	13	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		-	13	-	(2,335)	(4,988)	(3,438)
Net unrealized appreciation
	(depreciation) of investments		2	2	-	3,580	7,928	4,751
Net increase (decrease) in net assets
	resulting from operations		$               2	$             15	$                -	$        1,032	$        2,875	$        1,127

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

33

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

				Alliance-	Alliance-		American
			AIM V.I.	Bernstein	Bernstein	American	Century®
			Premier	Growth and	Growth and	Balanced	Income
			Equity	Income Fund	Income Portfolio	Fund®	& Growth
Net investment income (loss)
Income:
	Dividends		$                90	$                  -	$                  -	$                  7	$                63
Total investment income			90	-	-	7	63
Expenses:
	Mortality and expense risk and
		other charges	204	-	-	3	32
Total expenses			204	-	-	3	32
Net investment income (loss)			(114)	-	-	4	31
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(2,219)	-	-	-	156
Capital gains distributions			-	-	-	29	-
Total realized gain (loss) on investments
	and capital gains distributions		(2,219)	-	-	29	156
Net unrealized appreciation
	(depreciation) of investments		3,175	2	2	29	212
Net increase (decrease) in net assets
	resulting from operations		$              842	$                  2	$                  2	$                62	$              399

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

34

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

							Calvert
			Ariel		Baron	Baron	Social
			Appreciation	Ariel	Asset	Growth	Balanced
Net investment income (loss)
Income:
	Dividends		$                  -	$                  -	$                  -	$                  -	$           1,082
Total investment income			-	-	-	-	1,082
Expenses:
	Mortality and expense risk and
		other charges	1	-	-	1	647
Total expenses			1	-	-	1	647
Net investment income (loss)			(1)	-	-	(1)	435
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	-	-	-	(115)
Capital gains distributions			4	5	3	-	-
Total realized gain (loss) on investments
	and capital gains distributions		4	5	3	-	(115)
Net unrealized appreciation
	(depreciation) of investments		11	7	6	42	4,096
Net increase (decrease) in net assets
	resulting from operations		$                14	$                12	$                  9	$                41	$           4,416

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

35

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			EuroPacific	EuroPacific
			Growth	Growth	Evergreen	Fidelity®
			Fund® -	Fund® -	Special	Advisor	Fidelity® VIP
			Class R-3	Class R-4	Values	Mid Cap	Contrafund®
Net investment income (loss)
Income:
	Dividends		$                  7	$              227	$              309	$                  -	$           2,008
Total investment income			7	227	309	-	2,008
Expenses:
	Mortality and expense risk and
		other charges	1	43	285	1	6,532
Total expenses			1	43	285	1	6,532
Net investment income (loss)			6	184	24	(1)	(4,524)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			1	(5)	368	-	6,291
Capital gains distributions			-	-	1,784	11	-
Total realized gain (loss) on investments
	and capital gains distributions		1	(5)	2,152	11	6,291
Net unrealized appreciation
	(depreciation) of investments		53	1,371	3,909	43	87,085
Net increase (decrease) in net assets
	resulting from operations		$                60	$           1,550	$           6,085	$                53	$         88,852

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

36

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

						Fidelity®
			Fidelity®			VIP
			VIP Equity-	Fidelity®	Fidelity® VIP	Asset	Fidelity® VIP
			Income	VIP Growth	High Income	ManagerSM	Index 500
Net investment income (loss)
Income:
	Dividends		$           5,241	$              997	$              569	$              588	$           1,349
Total investment income			5,241	997	569	588	1,349
Expenses:
	Mortality and expense risk and
		other charges	3,760	4,026	60	217	1,087
Total expenses			3,760	4,026	60	217	1,087
Net investment income (loss)			1,481	(3,029)	509	371	262
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(52)	(5,418)	(63)	(1,138)	(1,689)
Capital gains distributions			1,252	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		1,200	(5,418)	(63)	(1,138)	(1,689)
Net unrealized appreciation
	(depreciation) of investments		34,754	15,744	(18)	1,644	11,434
Net increase (decrease) in net assets
	resulting from operations		$         37,435	$           7,297	$              428	$              877	$         10,007

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

37

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					Franklin	The	The
			Fidelity®	Franklin	Small Cap	Growth Fund	Growth Fund
			VIP	Small-Mid	Value	of America® -	of America® -
			Overseas	Cap Growth	Securities	Class R-3	Class R-4
Net investment income (loss)
Income:
	Dividends		$              394	$                  -	$                42	$                  3	$              234
Total investment income			394	-	42	3	234
Expenses:
	Mortality and expense risk and
		other charges	393	-	292	3	133
Total expenses			393	-	292	3	133
Net investment income (loss)			1	-	(250)	-	101
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			2,313	-	1,628	-	1
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		2,313	-	1,628	-	1
Net unrealized appreciation
	(depreciation) of investments		1,946	8	5,351	85	3,538
Net increase (decrease) in net assets
	resulting from operations		$           4,260	$                  8	$           6,729	$                85	$           3,640

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

38

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			The
			Income Fund	ING GET	ING GET	ING GET	ING GET
			of America® -	Fund -	Fund -	Fund -	Fund -
			Class R-3	Series D	Series E	Series G	Series H
Net investment income (loss)
Income:
	Dividends		$                  1	$           5,799	$           5,062	$           1,644	$              746
Total investment income			1	5,799	5,062	1,644	746
Expenses:
	Mortality and expense risk and
		other charges	-	192	681	271	221
Total expenses			-	192	681	271	221
Net investment income (loss)			1	5,607	4,381	1,373	525
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	(18,597)	(7,517)	(1,944)	(141)
Capital gains distributions			1	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		1	(18,597)	(7,517)	(1,944)	(141)
Net unrealized appreciation
	(depreciation) of investments		5	12,860	2,594	530	(368)
Net increase (decrease) in net assets
	resulting from operations		$                  7	$            (130)	$            (542)	$              (41)	$                16

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

39

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING GET	ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -	Fund -
			Series I	Series J	Series K	Series L	Series Q
Net investment income (loss)
Income:
	Dividends		$                36	$                17	$                56	$                37	$              150
Total investment income			36	17	56	37	150
Expenses:
	Mortality and expense risk and
		other charges	15	6	20	11	52
Total expenses			15	6	20	11	52
Net investment income (loss)			21	11	36	26	98
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(4)	(1)	(2)	(4)	26
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(4)	(1)	(2)	(4)	26
Net unrealized appreciation
	(depreciation) of investments		(22)	(12)	(45)	(26)	(98)
Net increase (decrease) in net assets
	resulting from operations		$                (5)	$                (2)	$              (11)	$                (4)	$                26

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

40

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING GET		ING VP	ING VP	ING VP
			Fund -	ING VP	Emerging	Intermediate	Money
			Series S	Balanced	Markets	Bond	Market
Net investment income (loss)
Income:
	Dividends		$              749	$         13,461	$                78	$         32,360	$           2,594
Total investment income			749	13,461	78	32,360	2,594
Expenses:
	Mortality and expense risk and
		other charges	362	7,315	99	4,382	2,242
Total expenses			362	7,315	99	4,382	2,242
Net investment income (loss)			387	6,146	(21)	27,978	352
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			467	(10,010)	869	6,351	(180)
Capital gains distributions			432	-	-	16,340	-
Total realized gain (loss) on investments
	and capital gains distributions		899	(10,010)	869	22,691	(180)
Net unrealized appreciation
	(depreciation) of investments		(940)	57,025	674	(36,125)	27
Net increase (decrease) in net assets
	resulting from operations		$              346	$         53,161	$           1,522	$         14,544	$              199

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

41

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING VP		ING MFS	ING T. Rowe	ING Aeltus
			Natural	ING Julius	Total	Price	Enhanced
			Resources	Baer Foreign	Return	Equity Income	Index
Net investment income (loss)
Income:
	Dividends		$              143	$                  1	$              513	$              239	$                  8
Total investment income			143	1	513	239	8
Expenses:
	Mortality and expense risk and
		other charges	157	4	187	167	14
Total expenses			157	4	187	167	14
Net investment income (loss)			(14)	(3)	326	72	(6)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			1,406	41	74	111	81
Capital gains distributions			-	7	-	142	-
Total realized gain (loss) on investments
	and capital gains distributions		1,406	48	74	253	81
Net unrealized appreciation
	(depreciation) of investments		421	100	1,618	2,450	48
Net increase (decrease) in net assets
	resulting from operations		$           1,813	$              145	$           2,018	$           2,775	$              123

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

42

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

				ING American		ING Goldman
			ING American	Century	ING Baron	Sachs®	ING
			Century	Small Cap	Small Cap	Capital	JPMorgan
			Select	Value	Growth	Growth	International
Net investment income (loss)
Income:
	Dividends		$                    -	$                   7	$                  -	$                  1	$           1,453
Total investment income			-	7	-	1	1,453
Expenses:
	Mortality and expense risk and
		other charges	27	171	350	12	1,322
Total expenses			27	171	350	12	1,322
Net investment income (loss)			(27)	(164)	(350)	(11)	131
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			209	863	1,811	32	7,586
Capital gains distributions			-	1,573	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		209	2,436	1,811	32	7,586
Net unrealized appreciation
	(depreciation) of investments		(140)	931	7,495	74	13,567
Net increase (decrease) in net assets
	resulting from operations		$                 42	$            3,203	$           8,956	$                95	$         21,284

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

43

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING		ING		ING
			JPMorgan	ING MFS	OpCap	ING	PIMCO
			Mid Cap	Capital	Balanced	Oppenheimer	Total
			Value	Opportunities	Value	Global	Return
Net investment income (loss)
Income:
	Dividends		$                20	$              643	$              161	$                  -	$                  -
Total investment income			20	643	161	-	-
Expenses:
	Mortality and expense risk and
		other charges	93	1,501	176	18	397
Total expenses			93	1,501	176	18	397
Net investment income (loss)			(73)	(858)	(15)	(18)	(397)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			504	(26,049)	339	140	(143)
Capital gains distributions			420	-	-	18	368
Total realized gain (loss) on investments
	and capital gains distributions		924	(26,049)	339	158	225
Net unrealized appreciation
	(depreciation) of investments		898	42,459	1,098	96	1,349
Net increase (decrease) in net assets
	resulting from operations		$           1,749	$         15,552	$           1,422	$              236	$           1,177

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

44

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING Salomon	ING Salomon			ING T. Rowe
			Brothers	Brothers	ING Salomon	ING Salomon	Price Diversified
			Aggressive	Aggressive	Brothers	Brothers	Mid Cap
			Growth -	Growth -	Fundamental	Investors	Growth -
			Initial Class	Service Class	Value	Value	Initial Class
Net investment income (loss)
Income:
	Dividends		$                  -	$                  -	$                  -	$                45	$                    -
Total investment income			-	-	-	45	-
Expenses:
	Mortality and expense risk and
		other charges	2,437	-	123	63	-
Total expenses			2,437	-	123	63	-
Net investment income (loss)			(2,437)	-	(123)	(18)	-
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(6,887)	1	485	392	4
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(6,887)	1	485	392	4
Net unrealized appreciation
	(depreciation) of investments		27,553	-	269	13	(3)
Net increase (decrease) in net assets
	resulting from operations		$         18,229	$                  1	$              631	$              387	$                   1

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

45

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING T. Rowe	ING T. Rowe	ING T. Rowe
			Price Diversified	Price Growth	Price Growth	ING UBS	ING Van
			Mid Cap Growth -	Equity -	Equity -	U.S. Large	Kampen
			Service Class	Initial Class	Service Class	Cap Equity	Comstock
Net investment income (loss)
Income:
	Dividends		$                    -	$              432	$                  -	$           1,029	$                  -
Total investment income			-	432	-	1,029	-
Expenses:
	Mortality and expense risk and
		other charges	118	2,811	-	1,392	525
Total expenses			118	2,811	-	1,392	525
Net investment income (loss)			(118)	(2,379)	-	(363)	(525)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			726	1,108	-	(4,373)	1,016
Capital gains distributions			-	-	-	-	249
Total realized gain (loss) on investments
	and capital gains distributions		726	1,108	-	(4,373)	1,265
Net unrealized appreciation
	(depreciation) of investments		(158)	24,701	20	21,134	7,283
Net increase (decrease) in net assets
	resulting from operations		$               450	$         23,430	$                20	$         16,398	$           8,023

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

46

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING	ING VP	ING VP	ING VP
			Van Kampen	Strategic	Strategic	Strategic	ING
			Equity and	Allocation	Allocation	Allocation	Financial
			Income	Balanced	Growth	Income	Services
Net investment income (loss)
Income:
	Dividends		$                  6	$              804	$              794	$              635	$                  -
Total investment income			6	804	794	635	-
Expenses:
	Mortality and expense risk and
		other charges	18	682	795	361	-
Total expenses			18	682	795	361	-
Net investment income (loss)			(12)	122	(1)	274	-
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			99	(563)	(482)	52	-
Capital gains distributions			-	-	-	-	1
Total realized gain (loss) on investments
	and capital gains distributions		99	(563)	(482)	52	1
Net unrealized appreciation
	(depreciation) of investments		64	6,282	8,330	2,011	-
Net increase (decrease) in net assets
	resulting from operations		$              151	$           5,841	$           7,847	$           2,337	$                  1

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

47

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING VP	ING GET	ING GET	ING GET	ING GET
			Growth and	US Core -	US Core -	US Core -	US Core -
			Income	Series 1	Series 2	Series 3	Series 5
Net investment income (loss)
Income:
	Dividends		$         52,069	$                16	$                21	$                  1	$                  -
Total investment income			52,069	16	21	1	-
Expenses:
	Mortality and expense risk and
		other charges	24,646	28	251	746	4
Total expenses			24,646	28	251	746	4
Net investment income (loss)			27,423	(12)	(230)	(745)	(4)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(285,303)	9	67	(168)	-
Capital gains distributions			-	2	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(285,303)	11	67	(168)	-
Net unrealized appreciation
	(depreciation) of investments		406,325	49	625	643	37
Net increase (decrease) in net assets
	resulting from operations		$       148,445	$                48	$              462	$            (270)	$                33

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

48

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

							ING VP
			ING GET	ING GET		ING	Global
			US Core -	US Core -	ING GNMA	Intermediate	Science and
			Series 6	Series 7	Income	Bond	Technology
Net investment income (loss)
Income:
	Dividends		$                  -	$                  -	$                  5	$                  4	$                  -
Total investment income			-	-	5	4	-
Expenses:
	Mortality and expense risk and
		other charges	23	2	1	1	439
Total expenses			23	2	1	1	439
Net investment income (loss)			(23)	(2)	4	3	(439)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			2	-	-	-	3,927
Capital gains distributions			-	-	-	2	-
Total realized gain (loss) on investments
	and capital gains distributions		2	-	-	2	3,927
Net unrealized appreciation
	(depreciation) of investments		67	3	(1)	(1)	(5,231)
Net increase (decrease) in net assets
	resulting from operations		$                46	$                  1	$                  3	$                  4	$         (1,743)

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

49

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

				ING VP	ING VP	ING VP	ING VP
			ING VP	Index Plus	Index Plus	Index Plus	International
			Growth	LargeCap	MidCap	SmallCap	Equity
Net investment income (loss)
Income:
	Dividends		$              116	$           5,298	$           1,204	$            187	$              158
Total investment income			116	5,298	1,204	187	158
Expenses:
	Mortality and expense risk and
		other charges	934	5,474	2,918	1,211	131
Total expenses			934	5,474	2,918	1,211	131
Net investment income (loss)			(818)	(176)	(1,714)	(1,024)	27
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(12,208)	(14,980)	649	1,259	1,606
Capital gains distributions			-	-	-	647	-
Total realized gain (loss) on investments
	and capital gains distributions		(12,208)	(14,980)	649	1,906	1,606
Net unrealized appreciation
	(depreciation) of investments		18,062	63,400	46,443	24,020	371
Net increase (decrease) in net assets
	resulting from operations		$           5,036	$         48,244	$         45,378	$       24,902	$           2,004

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

50

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			ING VP	ING VP	ING VP	ING VP	ING VP
			Small	Value	Financial	Growth	International
			Company	Opportunity	Services	Opportunities	Value
Net investment income (loss)
Income:
	Dividends		$              484	$              972	$                  1	$                  -	$              561
Total investment income			484	972	1	-	561
Expenses:
	Mortality and expense risk and
		other charges	1,706	1,190	1	5	433
Total expenses			1,706	1,190	1	5	433
Net investment income (loss)			(1,222)	(218)	-	(5)	128
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			5,232	(9,363)	-	162	1,986
Capital gains distributions			-	-	2	-	-
Total realized gain (loss) on investments
	and capital gains distributions		5,232	(9,363)	2	162	1,986
Net unrealized appreciation
	(depreciation) of investments		16,525	19,282	13	(100)	5,361
Net increase (decrease) in net assets
	resulting from operations		$         20,535	$           9,701	$                15	$                57	$           7,475

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

51

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

				ING VP		ING VP
			ING VP	MidCap	ING VP	SmallCap	ING
			MagnaCap	Opportunities	Real Estate	Opportunities	Real Estate
Net investment income (loss)
Income:
	Dividends		$                27	$                  -	$              334	$                  -	$                  4
Total investment income			27	-	334	-	4
Expenses:
	Mortality and expense risk and
		other charges	19	57	74	66	1
Total expenses			19	57	74	66	1
Net investment income (loss)			8	(57)	260	(66)	3
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			111	403	21	571	-
Capital gains distributions			-	-	285	-	15
Total realized gain (loss) on investments
	and capital gains distributions		111	403	306	571	15
Net unrealized appreciation
	(depreciation) of investments		5	53	3,298	177	19
Net increase (decrease) in net assets
	resulting from operations		$              124	$              399	$           3,864	$              682	$                37

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

52

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			Janus
			Advisor		Janus Aspen	Janus Aspen
			Series	Janus Aspen	Capital	Flexible	Janus Aspen
			Balanced	Balanced	Appreciation	Income	Growth
Net investment income (loss)
Income:
	Dividends		$                  -	$           8,054	$                  1	$           4,666	$              292
Total investment income			-	8,054	1	4,666	292
Expenses:
	Mortality and expense risk and
		other charges	-	3,832	33	833	2,254
Total expenses			-	3,832	33	833	2,254
Net investment income (loss)			-	4,222	(32)	3,833	(1,962)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	(2,816)	181	1,064	(24,092)
Capital gains distributions			-	-	-	656	-
Total realized gain (loss) on investments
	and capital gains distributions		-	(2,816)	181	1,720	(24,092)
Net unrealized appreciation
	(depreciation) of investments		-	24,167	326	(3,208)	31,387
Net increase (decrease) in net assets
	resulting from operations		$                  -	$         25,573	$              475	$           2,345	$           5,333

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

53

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			Janus Aspen	Janus Aspen			Lord Abbett
			Mid Cap	Worldwide	Janus	Lord Abbett	Growth and
			Growth	Growth	Twenty	Affiliated	Income
Net investment income (loss)
Income:
	Dividends		$                  -	$           4,550	$                  -	$                  1	$               857
Total investment income			-	4,550	-	1	857
Expenses:
	Mortality and expense risk and
		other charges	4,706	4,958	6	1	857
Total expenses			4,706	4,958	6	1	857
Net investment income (loss)			(4,706)	(408)	(6)	-	-
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(86,576)	(19,474)	(13)	-	40
Capital gains distributions			-	-	-	3	871
Total realized gain (loss) on investments
	and capital gains distributions		(86,576)	(19,474)	(13)	3	911
Net unrealized appreciation
	(depreciation) of investments		170,273	32,506	152	10	9,290
Net increase (decrease) in net assets
	resulting from operations		$         78,991	$         12,624	$              133	$                13	$          10,201

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

54

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			Lord Abbett	Lord Abbett		Massachusetts
			Mid-Cap	Mid Cap	Lord Abbett	Investors
			Value -	Value -	Small-Cap	Growth	MFS®
			Class VC	Class A	Value	Stock	Total Return
Net investment income (loss)
Income:
	Dividends		$              251	$                  1	$                  -	$                   1	$           1,034
Total investment income			251	1	-	1	1,034
Expenses:
	Mortality and expense risk and
		other charges	594	1	1	1	676
Total expenses			594	1	1	1	676
Net investment income (loss)			(343)	-	(1)	-	358
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			628	-	1	-	257
Capital gains distributions			1,278	8	43	-	-
Total realized gain (loss) on investments
	and capital gains distributions		1,906	8	44	-	257
Net unrealized appreciation
	(depreciation) of investments		12,041	21	13	16	5,989
Net increase (decrease) in net assets
	resulting from operations		$         13,604	$                29	$                56	$                 16	$           6,604

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

55

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					New	New
					Perspective	Perspective	Oppenheimer
			Moderate	Mutual	Fund® -	Fund® -	Capital
			Allocation	Discovery	Class R-3	Class R-4	Appreciation
Net investment income (loss)
Income:
	Dividends		$                  -	$                  3	$                  1	$                83	$                  -
Total investment income			-	3	1	83	-
Expenses:
	Mortality and expense risk and
		other charges	-	-	-	24	1
Total expenses			-	-	-	24	1
Net investment income (loss)			-	3	1	59	(1)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	-	-	1	-
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		-	-	-	1	-
Net unrealized appreciation
	(depreciation) of investments		63	19	16	784	15
Net increase (decrease) in net assets
	resulting from operations		$                63	$                22	$                17	$              844	$                14

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

56

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					Oppenheimer
			Oppenheimer		Main Street	Oppenheimer	Oppenheimer
			Developing	Oppenheimer	Fund® -	Aggressive	Global
			Markets	Global	Class A	Growth	Securities
Net investment income (loss)
Income:
	Dividends		$              458	$                  -	$                   -	$                  -	$           3,624
Total investment income			458	-	-	-	3,624
Expenses:
	Mortality and expense risk and
		other charges	134	-	-	-	3,222
Total expenses			134	-	-	-	3,222
Net investment income (loss)			324	-	-	-	402
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			640	-	-	-	218
Capital gains distributions			159	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		799	-	-	-	218
Net unrealized appreciation
	(depreciation) of investments		4,988	-	1	-	58,591
Net increase (decrease) in net assets
	resulting from operations		$           6,111	$                  -	$                   1	$                  -	$         59,211

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

57

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			Oppenheimer	Oppenheimer	Oppenheimer		PIMCO NFJ
			Main Street®	Main Street®	Strategic	Pax World	Small-Cap
			Fund/VA	Small Cap	Bond	Balanced	Value
Net investment income (loss)
Income:
	Dividends		$                  -	$                  -	$           1,770	$                97	$                  1
Total investment income			-	-	1,770	97	1
Expenses:
	Mortality and expense risk and
		other charges	-	-	389	72	-
Total expenses			-	-	389	72	-
Net investment income (loss)			-	-	1,381	25	1
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	-	788	189	-
Capital gains distributions			-	-	-	-	3
Total realized gain (loss) on investments
	and capital gains distributions		-	-	788	189	3
Net unrealized appreciation
	(depreciation) of investments		3	1	899	1,039	5
Net increase (decrease) in net assets
	resulting from operations		$                  3	$                  1	$           3,068	$           1,253	$                  9

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

58

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					Pioneer
			PIMCO VIT	Pioneer	Equity	Pioneer	Pioneer Fund
			Real Return	High Yield	Income VCT	Fund	VCT
Net investment income (loss)
Income:
	Dividends		$                33	$                  6	$              423	$                  -	$                24
Total investment income			33	6	423	-	24
Expenses:
	Mortality and expense risk and
		other charges	26	1	164	-	21
Total expenses			26	1	164	-	21
Net investment income (loss)			7	5	259	-	3
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			40	-	551	-	85
Capital gains distributions			272	10	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		312	10	551	-	85
Net unrealized appreciation
	(depreciation) of investments		(58)	(1)	1,984	-	136
Net increase (decrease) in net assets
	resulting from operations		$              261	$                14	$           2,794	$                  -	$              224

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

59

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

			Pioneer	Pioneer	Scudder	T. Rowe Price
			High Yield	Mid Cap	Equity 500	Mid-Cap	Templeton
			VCT	Value VCT	Index	Value	Foreign
Net investment income (loss)
Income:
	Dividends		$                61	$                83	$                  -	$                  1	$                  7
Total investment income			61	83	-	1	7
Expenses:
	Mortality and expense risk and
		other charges	13	284	-	1	1
Total expenses			13	284	-	1	1
Net investment income (loss)			48	(201)	-	-	6
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			59	405	-	-	-
Capital gains distributions			-	218	-	34	1
Total realized gain (loss) on investments
	and capital gains distributions		59	623	-	34	1
Net unrealized appreciation
	(depreciation) of investments		65	5,908	-	27	47
Net increase (decrease) in net assets
	resulting from operations		$              172	$           6,330	$                  -	$                61	$                54

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

60

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					UBS U.S.		Vanguard®
			Templeton	Templeton	Small Cap	Vanguard®	Variable
			Growth	Global Bond	Growth	500 Index	Insurance
Net investment income (loss)
Income:
	Dividends		$                  1	$                71	$                  -	$                  -	$                  -
Total investment income			1	71	-	-	-
Expenses:
	Mortality and expense risk and
		other charges	-	14	-	-	1
Total expenses			-	14	-	-	1
Net investment income (loss)			1	57	-	-	(1)
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	8	-	-	-
Capital gains distributions			2	-	1	-	-
Total realized gain (loss) on investments
	and capital gains distributions		2	8	1	-	-
Net unrealized appreciation
	(depreciation) of investments		3	368	5	(5)	17
Net increase (decrease) in net assets
	resulting from operations		$                  6	$              433	$                  6	$                (5)	$                16

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

61

ING life insurance and annuity company
variable annuity account c
Statements of Operations
For the year ended December 31, 2004
(Dollars in thousands)

					Washington	Washington
				Wanger U.S.	Mutual	Mutual
			Wanger	Smaller	InvestorsSM -	InvestorsSM -
			Select	Companies	Class R-3	Class R-4
Net investment income (loss)
Income:
	Dividends		$                  -	$                  -	$                  8	$              218
Total investment income			-	-	8	218
Expenses:
	Mortality and expense risk and
		other charges	8	7	3	94
Total expenses			8	7	3	94
Net investment income (loss)			(8)	(7)	5	124
Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			205	(9)	-	-
Capital gains distributions			-	-	10	299
Total realized gain (loss) on investments
	and capital gains distributions		205	(9)	10	299
Net unrealized appreciation
	(depreciation) of investments		90	236	54	1,462
Net increase (decrease) in net assets
	resulting from operations		$              287	$              220	$                69	$           1,885

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

62

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			AIM	AIM Mid		AIM V.I.
			Health	Cap Core	AIM Small	Capital	AIM V.I.
			Sciences	Equity	Cap Growth	Appreciation	Core Equity
Net assets at January 1, 2003			$             -	$             -	$                -	$      15,302	$      34,728
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	(186)	(19)
	Net realized gain (loss) on investments
		and capital gains distributions	-	-	-	(3,465)	(2,551)
	Net unrealized appreciation (depreciation)
		during the year	-	-	-	8,085	10,595
Net increase (decrease) in net assets from operations			-	-	-	4,434	8,025
Changes from principal transactions:
	Total unit transactions		-	-	-	826	(231)
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	826	(231)
Total increase (decrease) in net assets			-	-	-	5,260	7,794
Net assets at December 31, 2003			-	-	-	20,562	42,522
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	(213)	(65)
	Net realized gain (loss) on investments
		and capital gains distributions	-	13	-	(2,335)	(4,988)
	Net unrealized appreciation (depreciation)
		during the year	2	2	-	3,580	7,928
Net increase (decrease) in net assets from operations			2	15	-	1,032	2,875
Changes from contract transactions:
	Total unit transactions		19	181	-	(1,070)	(7,084)
Net increase (decrease) in assets derived from
	principal transactions		19	181	-	(1,070)	(7,084)
Total increase (decrease) in net assets			21	196	-	(38)	(4,209)
Net assets at December 31, 2004			$          21	$        196	$                -	$      20,524	$      38,313

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

63

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

					Alliance-	Alliance-
				AIM V.I.	Bernstein	Bernstein
			AIM V.I.	Premier	Growth and	Growth and
			Growth	Equity	Income Fund	Income Portfolio
Net assets at January 1, 2003			$         11,403	$         15,977	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(152)	(129)	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	(2,355)	(1,545)	-	-
	Net unrealized appreciation (depreciation) during the year		6,249	5,662	-	-
Net increase (decrease) in net assets from operations			3,742	3,988	-	-
Changes from principal transactions:
	Total unit transactions		1,910	1,076	-	-
Net increase (decrease) in assets derived from
	principal transactions		1,910	1,076	-	-
Total increase (decrease) in net assets			5,652	5,064	-	-
Net assets at December 31, 2003			17,055	21,041	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(186)	(114)	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	(3,438)	(2,219)	-	-
	Net unrealized appreciation (depreciation) during the year		4,751	3,175	2	2
Net increase (decrease) in net assets from operations			1,127	842	2	2
Changes from contract transactions:
	Total unit transactions		(587)	(2,247)	20	48
Net increase (decrease) in assets derived from
	principal transactions		(587)	(2,247)	20	48
Total increase (decrease) in net assets			540	(1,405)	22	50
Net assets at December 31, 2004			$         17,595	$         19,636	$                22	$                50

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

64

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

				American
			American	Century®
			Balanced	Income	Ariel
			Fund®	& Growth	Appreciation	Ariel
Net assets at January 1, 2003			$                  -	$           1,152	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	10	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	(1)	-	-
	Net unrealized appreciation (depreciation) during the year		-	440	-	-
Net increase (decrease) in net assets from operations			-	449	-	-
Changes from principal transactions:
	Total unit transactions		-	890	-	-
Net increase (decrease) in assets derived from
	principal transactions		-	890	-	-
Total increase (decrease) in net assets			-	1,339	-	-
Net assets at December 31, 2003			-	2,491	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		4	31	(1)	-
	Net realized gain (loss) on investments and capital gains
		distributions	29	156	4	5
	Net unrealized appreciation (depreciation) during the year		29	212	11	7
Net increase (decrease) in net assets from operations			62	399	14	12
Changes from contract transactions:
	Total unit transactions		1,207	1,499	178	142
Net increase (decrease) in assets derived from
	principal transactions		1,207	1,499	178	142
Total increase (decrease) in net assets			1,269	1,898	192	154
Net assets at December 31, 2004			$           1,269	$           4,389	$              192	$              154

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

65

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

						EuroPacific
					Calvert	Growth
			Baron	Baron	Social	Fund® -
			Asset	Growth	Balanced	Class R-3
Net assets at January 1, 2003			$                  -	$                  -	$         49,766	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	520	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	(538)	-
	Net unrealized appreciation (depreciation) during the year		-	-	9,048	-
Net increase (decrease) in net assets from operations			-	-	9,030	-
Changes from principal transactions:
	Total unit transactions		-	-	1,780	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	1,780	-
Total increase (decrease) in net assets			-	-	10,810	-
Net assets at December 31, 2003			-	-	60,576	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(1)	435	6
	Net realized gain (loss) on investments and capital gains
		distributions	3	-	(115)	1
	Net unrealized appreciation (depreciation) during the year		6	42	4,096	53
Net increase (decrease) in net assets from operations			9	41	4,416	60
Changes from contract transactions:
	Total unit transactions		126	351	1,178	493
Net increase (decrease) in assets derived from
	principal transactions		126	351	1,178	493
Total increase (decrease) in net assets			135	392	5,594	553
Net assets at December 31, 2004			$              135	$              392	$         66,170	$              553

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

66

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			EuroPacific
			Growth	Evergreen	Fidelity®
			Fund® -	Special	Advisor	Fidelity® VIP
			Class R-4	Values	Mid Cap	Contrafund®
Net assets at January 1, 2003			$                  -	$           9,367	$                  -	$       382,356
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(118)	-	(2,805)
	Net realized gain (loss) on investments and capital gains
		distributions	-	(267)	-	2,957
	Net unrealized appreciation (depreciation) during the year		-	4,137	-	112,756
Net increase (decrease) in net assets from operations			-	3,752	-	112,908
Changes from principal transactions:
	Total unit transactions		-	4,019	-	69,108
Net increase (decrease) in assets derived from
	principal transactions		-	4,019	-	69,108
Total increase (decrease) in net assets			-	7,771	-	182,016
Net assets at December 31, 2003			-	17,138	-	564,372
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		184	24	(1)	(4,524)
	Net realized gain (loss) on investments and capital gains
		distributions	(5)	2,152	11	6,291
	Net unrealized appreciation (depreciation) during the year		1,371	3,909	43	87,085
Net increase (decrease) in net assets from operations			1,550	6,085	53	88,852
Changes from contract transactions:
	Total unit transactions		14,810	24,331	370	90,038
Net increase (decrease) in assets derived from
	principal transactions		14,810	24,331	370	90,038
Total increase (decrease) in net assets			16,360	30,416	423	178,890
Net assets at December 31, 2004			$         16,360	$         47,554	$              423	$       743,262

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

67

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

						Fidelity®
			Fidelity®			VIP
			VIP Equity-	Fidelity®	Fidelity® VIP	Asset
			Income	VIP Growth	High Income	ManagerSM
Net assets at January 1, 2003			$       226,895	$       277,744	$           3,569	$         18,235
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		1,598	(2,540)	229	495
	Net realized gain (loss) on investments and capital gains
		distributions	(2,223)	(8,623)	942	(405)
	Net unrealized appreciation (depreciation) during the year		70,405	98,646	154	3,010
Net increase (decrease) in net assets from operations			69,780	87,483	1,325	3,100
Changes from principal transactions:
	Total unit transactions		31,145	14,969	2,398	392
Net increase (decrease) in assets derived from
	principal transactions		31,145	14,969	2,398	392
Total increase (decrease) in net assets			100,925	102,452	3,723	3,492
Net assets at December 31, 2003			327,820	380,196	7,292	21,727
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		1,481	(3,029)	509	371
	Net realized gain (loss) on investments and capital gains
		distributions	1,200	(5,418)	(63)	(1,138)
	Net unrealized appreciation (depreciation) during the year		34,754	15,744	(18)	1,644
Net increase (decrease) in net assets from operations			37,435	7,297	428	877
Changes from contract transactions:
	Total unit transactions		39,833	(10,155)	(2,510)	(2,277)
Net increase (decrease) in assets derived from
	principal transactions		39,833	(10,155)	(2,510)	(2,277)
Total increase (decrease) in net assets			77,268	(2,858)	(2,082)	(1,400)
Net assets at December 31, 2004			$       405,088	$       377,338	$           5,210	$         20,327

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

68

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

						Franklin
					Franklin	Small Cap
			Fidelity® VIP	Fidelity® VIP	Small-Mid	Value
			Index 500	Overseas	Cap Growth	Securities
Net assets at January 1, 2003			$         72,668	$         14,076	$                  -	$           7,951
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		319	(91)	-	(93)
	Net realized gain (loss) on investments and capital gains
		distributions	(4,305)	6,761	-	452
	Net unrealized appreciation (depreciation) during the year		24,674	2,791	-	2,979
Net increase (decrease) in net assets from operations			20,688	9,461	-	3,338
Changes from principal transactions:
	Total unit transactions		7,690	6,804	-	4,594
Net increase (decrease) in assets derived from
	principal transactions		7,690	6,804	-	4,594
Total increase (decrease) in net assets			28,378	16,265	-	7,932
Net assets at December 31, 2003			101,046	30,341	-	15,883
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		262	1	-	(250)
	Net realized gain (loss) on investments and capital gains
		distributions	(1,689)	2,313	-	1,628
	Net unrealized appreciation (depreciation) during the year		11,434	1,946	8	5,351
Net increase (decrease) in net assets from operations			10,007	4,260	8	6,729
Changes from contract transactions:
	Total unit transactions		5,710	6,456	62	27,520
Net increase (decrease) in assets derived from
	principal transactions		5,710	6,456	62	27,520
Total increase (decrease) in net assets			15,717	10,716	70	34,249
Net assets at December 31, 2004			$       116,763	$         41,057	$                70	$         50,132

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

69

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			The Growth	The Growth	The Income
			Fund of	Fund of	Fund of	ING GET
			America® -	America® -	America® -	Fund -
			Class R-3	Class R-4	Class R-3	Series D
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$       234,066
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	5,189
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	(7,603)
	Net unrealized appreciation (depreciation) during the year		-	-	-	2,750
Net increase (decrease) in net assets from operations			-	-	-	336
Changes from principal transactions:
	Total unit transactions		-	-	-	(81,633)
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	(81,633)
Total increase (decrease) in net assets			-	-	-	(81,297)
Net assets at December 31, 2003			-	-	-	152,769
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	101	1	5,607
	Net realized gain (loss) on investments and capital gains
		distributions	-	1	1	(18,597)
	Net unrealized appreciation (depreciation) during the year		85	3,538	5	12,860
Net increase (decrease) in net assets from operations			85	3,640	7	(130)
Changes from contract transactions:
	Total unit transactions		1,235	47,701	103	(152,639)
Net increase (decrease) in assets derived from
	principal transactions		1,235	47,701	103	(152,639)
Total increase (decrease) in net assets			1,320	51,341	110	(152,769)
Net assets at December 31, 2004			$           1,320	$         51,341	$              110	$                  -

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

70

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			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			$       104,443	$         29,756	$         23,282	$           1,190
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		2,544	724	563	19
	Net realized gain (loss) on investments and capital gains
		distributions	(905)	(150)	(25)	-
	Net unrealized appreciation (depreciation) during the year		(405)	(350)	(191)	(4)
Net increase (decrease) in net assets from operations			1,234	224	347	15
Changes from principal transactions:
	Total unit transactions		(26,021)	(6,149)	(5,094)	(113)
Net increase (decrease) in assets derived from
	principal transactions		(26,021)	(6,149)	(5,094)	(113)
Total increase (decrease) in net assets			(24,787)	(5,925)	(4,747)	(98)
Net assets at December 31, 2003			79,656	23,831	18,535	1,092
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		4,381	1,373	525	21
	Net realized gain (loss) on investments and capital gains
		distributions	(7,517)	(1,944)	(141)	(4)
	Net unrealized appreciation (depreciation) during the year		2,594	530	(368)	(22)
Net increase (decrease) in net assets from operations			(542)	(41)	16	(5)
Changes from contract transactions:
	Total unit transactions		(79,114)	(23,790)	(5,052)	(317)
Net increase (decrease) in assets derived from
	principal transactions		(79,114)	(23,790)	(5,052)	(317)
Total increase (decrease) in net assets			(79,656)	(23,831)	(5,036)	(322)
Net assets at December 31, 2004			$                  -	$                  -	$         13,499	$              770

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

71

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -
			Series J	Series K	Series L	Series Q
Net assets at January 1, 2003			$              394	$           2,048	$           1,187	$           5,031
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		7	34	27	(61)
	Net realized gain (loss) on investments and capital gains
		distributions	(1)	7	-	30
	Net unrealized appreciation (depreciation) during the year		(2)	(23)	(3)	213
Net increase (decrease) in net assets from operations			4	18	24	182
Changes from principal transactions:
	Total unit transactions		(12)	(330)	(162)	(828)
Net increase (decrease) in assets derived from
	principal transactions		(12)	(330)	(162)	(828)
Total increase (decrease) in net assets			(8)	(312)	(138)	(646)
Net assets at December 31, 2003			386	1,736	1,049	4,385
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		11	36	26	98
	Net realized gain (loss) on investments and capital gains
		distributions	(1)	(2)	(4)	26
	Net unrealized appreciation (depreciation) during the year		(12)	(45)	(26)	(98)
Net increase (decrease) in net assets from operations			(2)	(11)	(4)	26
Changes from contract transactions:
	Total unit transactions		(33)	(376)	(349)	(562)
Net increase (decrease) in assets derived from
	principal transactions		(33)	(376)	(349)	(562)
Total increase (decrease) in net assets			(35)	(387)	(353)	(536)
Net assets at December 31, 2004			$              351	$           1,349	$              696	$           3,849

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

72

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING GET		ING VP	ING VP
			Fund -	ING VP	Emerging	Intermediate
			Series S	Balanced	Markets	Bond
Net assets at January 1, 2003			$         46,558	$       597,925	$           5,020	$       458,178
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(465)	5,590	(61)	2,655
	Net realized gain (loss) on investments and capital gains
		distributions	381	(20,852)	1,993	6,513
	Net unrealized appreciation (depreciation) during the year		1,679	114,905	669	12,637
Net increase (decrease) in net assets from operations			1,595	99,643	2,601	21,805
Changes from principal transactions:
	Total unit transactions		(15,492)	(38,198)	551	(71,798)
Net increase (decrease) in assets derived from
	principal transactions		(15,492)	(38,198)	551	(71,798)
Total increase (decrease) in net assets			(13,897)	61,445	3,152	(49,993)
Net assets at December 31, 2003			32,661	659,370	8,172	408,185
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		387	6,146	(21)	27,978
	Net realized gain (loss) on investments and capital gains
		distributions	899	(10,010)	869	22,691
	Net unrealized appreciation (depreciation) during the year		(940)	57,025	674	(36,125)
Net increase (decrease) in net assets from operations			346	53,161	1,522	14,544
Changes from contract transactions:
	Total unit transactions		(9,049)	(20,383)	815	(14,984)
Net increase (decrease) in assets derived from
	principal transactions		(9,049)	(20,383)	815	(14,984)
Total increase (decrease) in net assets			(8,703)	32,778	2,337	(440)
Net assets at December 31, 2004			$         23,958	$       692,148	$         10,509	$       407,745

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

73

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP	ING VP		ING MFS
			Money	Natural	ING Julius	Total
			Market	Resources	Baer Foreign	Return
Net assets at January 1, 2003			$       368,846	$         11,897	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		2,594	(123)	-	16
	Net realized gain (loss) on investments and capital gains
		distributions	(2,912)	(744)	-	(1)
	Net unrealized appreciation (depreciation) during the year		151	4,001	-	403
Net increase (decrease) in net assets from operations			(167)	3,134	-	418
Changes from principal transactions:
	Total unit transactions		(111,202)	(1,060)	-	7,871
Net increase (decrease) in assets derived from
	principal transactions		(111,202)	(1,060)	-	7,871
Total increase (decrease) in net assets			(111,369)	2,074	-	8,289
Net assets at December 31, 2003			257,477	13,971	-	8,289
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		352	(14)	(3)	326
	Net realized gain (loss) on investments and capital gains
		distributions	(180)	1,406	48	74
	Net unrealized appreciation (depreciation) during the year		27	421	100	1,618
Net increase (decrease) in net assets from operations			199	1,813	145	2,018
Changes from contract transactions:
	Total unit transactions		(40,724)	5,006	1,283	18,812
Net increase (decrease) in assets derived from
	principal transactions		(40,724)	5,006	1,283	18,812
Total increase (decrease) in net assets			(40,525)	6,819	1,428	20,830
Net assets at December 31, 2004			$       216,952	$         20,790	$           1,428	$         29,119

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

74

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING T. Rowe			ING American
			Price	ING Aeltus	ING American	Century
			Equity	Enhanced	Century	Small Cap
			Income	Index	Select	Value
Net assets at January 1, 2003			$                  -	$              126	$               255	$            1,834
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(2)	(1)	(11)	(33)
	Net realized gain (loss) on investments and capital gains
		distributions	25	16	47	201
	Net unrealized appreciation (depreciation) during the year		167	85	249	960
Net increase (decrease) in net assets from operations			190	100	285	1,128
Changes from principal transactions:
	Total unit transactions		1,953	574	1,654	3,345
Net increase (decrease) in assets derived from
	principal transactions		1,953	574	1,654	3,345
Total increase (decrease) in net assets			2,143	674	1,939	4,473
Net assets at December 31, 2003			2,143	800	2,194	6,307
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		72	(6)	(27)	(164)
	Net realized gain (loss) on investments and capital gains
		distributions	253	81	209	2,436
	Net unrealized appreciation (depreciation) during the year		2,450	48	(140)	931
Net increase (decrease) in net assets from operations			2,775	123	42	3,203
Changes from contract transactions:
	Total unit transactions		25,205	613	(166)	16,067
Net increase (decrease) in assets derived from
	principal transactions		25,205	613	(166)	16,067
Total increase (decrease) in net assets			27,980	736	(124)	19,270
Net assets at December 31, 2004			$         30,123	$           1,536	$            2,070	$          25,577

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

75

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING	ING Goldman		ING
			Baron	Sachs®	ING	JPMorgan
			Small Cap	Capital	JPMorgan	Mid Cap
			Growth	Growth	International	Value
Net assets at January 1, 2003			$           3,239	$              347	$       107,839	$           1,038
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(87)	(6)	5	(12)
	Net realized gain (loss) on investments and capital gains
		distributions	175	10	13,443	93
	Net unrealized appreciation (depreciation) during the year		2,280	112	19,848	486
Net increase (decrease) in net assets from operations			2,368	116	33,296	567
Changes from principal transactions:
	Total unit transactions		9,650	364	(14,631)	2,394
Net increase (decrease) in assets derived from
	principal transactions		9,650	364	(14,631)	2,394
Total increase (decrease) in net assets			12,018	480	18,665	2,961
Net assets at December 31, 2003			15,257	827	126,504	3,999
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(350)	(11)	131	(73)
	Net realized gain (loss) on investments and capital gains
		distributions	1,811	32	7,586	924
	Net unrealized appreciation (depreciation) during the year		7,495	74	13,567	898
Net increase (decrease) in net assets from operations			8,956	95	21,284	1,749
Changes from contract transactions:
	Total unit transactions		34,104	568	(9,236)	8,678
Net increase (decrease) in assets derived from
	principal transactions		34,104	568	(9,236)	8,678
Total increase (decrease) in net assets			43,060	663	12,048	10,427
Net assets at December 31, 2004			$         58,317	$           1,490	$       138,552	$         14,426

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

76

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING MFS	ING OpCap	ING
			Capital	Balanced	Oppenheimer	ING PIMCO
			Opportunities	Value	Global	Total Return
Net assets at January 1, 2003			$       129,150	$              515	$              202	$         16,279
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1,132)	43	(7)	563
	Net realized gain (loss) on investments and capital gains
		distributions	(9,998)	69	99	834
	Net unrealized appreciation (depreciation) during the year		43,736	692	116	(744)
Net increase (decrease) in net assets from operations			32,606	804	208	653
Changes from principal transactions:
	Total unit transactions		(10,259)	7,864	884	14,295
Net increase (decrease) in assets derived from
	principal transactions		(10,259)	7,864	884	14,295
Total increase (decrease) in net assets			22,347	8,668	1,092	14,948
Net assets at December 31, 2003			151,497	9,183	1,294	31,227
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(858)	(15)	(18)	(397)
	Net realized gain (loss) on investments and capital gains
		distributions	(26,049)	339	158	225
	Net unrealized appreciation (depreciation) during the year		42,459	1,098	96	1,349
Net increase (decrease) in net assets from operations			15,552	1,422	236	1,177
Changes from contract transactions:
	Total unit transactions		(23,464)	9,869	734	11,288
Net increase (decrease) in assets derived from
	principal transactions		(23,464)	9,869	734	11,288
Total increase (decrease) in net assets			(7,912)	11,291	970	12,465
Net assets at December 31, 2004			$       143,585	$         20,474	$           2,264	$         43,692

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

77

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING Salomon	ING Salomon
			Brothers	Brothers	ING Salomon	ING Salomon
			Aggressive	Aggressive	Brothers	Brothers
			Growth -	Growth -	Fundamental	Investors
			Initial Class	Service Class	Value	Value
Net assets at January 1, 2003			$       175,927	$                  -	$              244	$              635
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(2,138)	-	26	(8)
	Net realized gain (loss) on investments and capital gains
		distributions	(11,102)	-	209	25
	Net unrealized appreciation (depreciation) during the year		76,768	-	900	574
Net increase (decrease) in net assets from operations			63,528	-	1,135	591
Changes from principal transactions:
	Total unit transactions		329	-	8,035	2,793
Net increase (decrease) in assets derived from
	principal transactions		329	-	8,035	2,793
Total increase (decrease) in net assets			63,857	-	9,170	3,384
Net assets at December 31, 2003			239,784	-	9,414	4,019
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(2,437)	-	(123)	(18)
	Net realized gain (loss) on investments and capital gains
		distributions	(6,887)	1	485	392
	Net unrealized appreciation (depreciation) during the year		27,553	-	269	13
Net increase (decrease) in net assets from operations			18,229	1	631	387
Changes from contract transactions:
	Total unit transactions		(29,660)	15	314	1,354
Net increase (decrease) in assets derived from
	principal transactions		(29,660)	15	314	1,354
Total increase (decrease) in net assets			(11,431)	16	945	1,741
Net assets at December 31, 2004			$       228,353	$                16	$         10,359	$           5,760

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

78

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING T. Rowe	ING T. Rowe
			Price Diversified	Price Diversified	ING T. Rowe	ING T. Rowe
			Mid Cap	Mid Cap	Price Growth	Price Growth
			Growth -	Growth -	Equity -	Equity -
			Initial Class	Service Class	Initial Class	Service Class
Net assets at January 1, 2003			$                        -	$                   902	$       169,889	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(41)	(1,770)	-
	Net realized gain (loss) on investments and capital gains
		distributions	3	306	(1,850)	-
	Net unrealized appreciation (depreciation) during the year		3	848	55,811	-
Net increase (decrease) in net assets from operations			6	1,113	52,191	-
Changes from principal transactions:
	Total unit transactions		10	7,405	24,523	-
Net increase (decrease) in assets derived from
	principal transactions		10	7,405	24,523	-
Total increase (decrease) in net assets			16	8,518	76,714	-
Net assets at December 31, 2003			16	9,420	246,603	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(118)	(2,379)	-
	Net realized gain (loss) on investments and capital gains
		distributions	4	726	1,108	-
	Net unrealized appreciation (depreciation) during the year		(3)	(158)	24,701	20
Net increase (decrease) in net assets from operations			1	450	23,430	20
Changes from contract transactions:
	Total unit transactions		(17)	(276)	21,352	199
Net increase (decrease) in assets derived from
	principal transactions		(17)	(276)	21,352	199
Total increase (decrease) in net assets			(16)	174	44,782	219
Net assets at December 31, 2004			$                        -	$                9,594	$       291,385	$              219

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

79

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

					ING	ING VP
			ING UBS	ING Van	Van Kampen	Strategic
			U.S. Large	Kampen	Equity and	Allocation
			Cap Equity	Comstock	Income	Balanced
Net assets at January 1, 2003			$       114,492	$           8,175	$              474	$         47,846
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(573)	12	(6)	226
	Net realized gain (loss) on investments and capital gains
		distributions	(8,730)	454	42	(840)
	Net unrealized appreciation (depreciation) during the year		34,528	3,979	116	9,405
Net increase (decrease) in net assets from operations			25,225	4,445	152	8,791
Changes from principal transactions:
	Total unit transactions		(11,642)	19,398	285	1,809
Net increase (decrease) in assets derived from
	principal transactions		(11,642)	19,398	285	1,809
Total increase (decrease) in net assets			13,583	23,843	437	10,600
Net assets at December 31, 2003			128,075	32,018	911	58,446
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(363)	(525)	(12)	122
	Net realized gain (loss) on investments and capital gains
		distributions	(4,373)	1,265	99	(563)
	Net unrealized appreciation (depreciation) during the year		21,134	7,283	64	6,282
Net increase (decrease) in net assets from operations			16,398	8,023	151	5,841
Changes from contract transactions:
	Total unit transactions		(9,005)	31,689	1,310	6,379
Net increase (decrease) in assets derived from
	principal transactions		(9,005)	31,689	1,310	6,379
Total increase (decrease) in net assets			7,393	39,712	1,461	12,220
Net assets at December 31, 2004			$       135,468	$         71,730	$           2,372	$         70,666

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

80

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP	ING VP
			Strategic	Strategic	ING	ING VP
			Allocation	Allocation	Financial	Growth and
			Growth	Income	Services	Income
Net assets at January 1, 2003			$         56,046	$         31,610	$                  -	$    2,141,418
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(107)	411	-	(23,918)
	Net realized gain (loss) on investments and capital gains
		distributions	(1,375)	(527)	-	(425,719)
	Net unrealized appreciation (depreciation) during the year		14,356	3,834	-	928,479
Net increase (decrease) in net assets from operations			12,874	3,718	-	478,842
Changes from principal transactions:
	Total unit transactions		913	(1,491)	-	(309,293)
Net increase (decrease) in assets derived from
	principal transactions		913	(1,491)	-	(309,293)
Total increase (decrease) in net assets			13,787	2,227	-	169,549
Net assets at December 31, 2003			69,833	33,837	-	2,310,967
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1)	274	-	27,423
	Net realized gain (loss) on investments and capital gains
		distributions	(482)	52	1	(285,303)
	Net unrealized appreciation (depreciation) during the year		8,330	2,011	-	406,325
Net increase (decrease) in net assets from operations			7,847	2,337	1	148,445
Changes from contract transactions:
	Total unit transactions		3,973	286	8	(277,089)
Net increase (decrease) in assets derived from
	principal transactions		3,973	286	8	(277,089)
Total increase (decrease) in net assets			11,820	2,623	9	(128,644)
Net assets at December 31, 2004			$         81,653	$         36,460	$                  9	$    2,182,323

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

81

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING GET	ING GET	ING GET	ING GET
			US Core -	US Core -	US Core -	US Core -
			Series 1	Series 2	Series 3	Series 5
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(11)	(24)	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	-
	Net unrealized appreciation (depreciation) during the year		79	154	-	-
Net increase (decrease) in net assets from operations			68	130	-	-
Changes from principal transactions:
	Total unit transactions		2,310	20,509	207	-
Net increase (decrease) in assets derived from
	principal transactions		2,310	20,509	207	-
Total increase (decrease) in net assets			2,378	20,639	207	-
Net assets at December 31, 2003			2,378	20,639	207	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(12)	(230)	(745)	(4)
	Net realized gain (loss) on investments and capital gains
		distributions	11	67	(168)	-
	Net unrealized appreciation (depreciation) during the year		49	625	643	37
Net increase (decrease) in net assets from operations			48	462	(270)	33
Changes from contract transactions:
	Total unit transactions		(202)	(2,375)	52,987	663
Net increase (decrease) in assets derived from
	principal transactions		(202)	(2,375)	52,987	663
Total increase (decrease) in net assets			(154)	(1,913)	52,717	696
Net assets at December 31, 2004			$           2,224	$         18,726	$         52,924	$              696

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

82

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING GET	ING GET		ING
			US Core -	US Core -	ING GNMA	Intermediate
			Series 6	Series 7	Income	Bond
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	-
	Net unrealized appreciation (depreciation) during the year		-	-	-	-
Net increase (decrease) in net assets from operations			-	-	-	-
Changes from principal transactions:
	Total unit transactions		-	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	-
Total increase (decrease) in net assets			-	-	-	-
Net assets at December 31, 2003			-	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(23)	(2)	4	3
	Net realized gain (loss) on investments and capital gains
		distributions	2	-	-	2
	Net unrealized appreciation (depreciation) during the year		67	3	(1)	(1)
Net increase (decrease) in net assets from operations			46	1	3	4
Changes from contract transactions:
	Total unit transactions		5,559	4,016	401	531
Net increase (decrease) in assets derived from
	principal transactions		5,559	4,016	401	531
Total increase (decrease) in net assets			5,605	4,017	404	535
Net assets at December 31, 2004			$           5,605	$           4,017	$              404	$              535

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

83

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP
			Global		ING VP	ING VP
			Science and	ING VP	Index Plus	Index Plus
			Technology	Growth	LargeCap	MidCap
Net assets at January 1, 2003			$         23,001	$         76,539	$       378,460	$       144,261
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(329)	(881)	144	(1,031)
	Net realized gain (loss) on investments and capital gains
		distributions	(1,973)	(11,268)	(12,981)	(2,145)
	Net unrealized appreciation (depreciation) during the year		13,749	34,025	110,816	52,581
Net increase (decrease) in net assets from operations			11,447	21,876	97,979	49,405
Changes from principal transactions:
	Total unit transactions		12,847	(2,443)	26,982	40,095
Net increase (decrease) in assets derived from
	principal transactions		12,847	(2,443)	26,982	40,095
Total increase (decrease) in net assets			24,294	19,433	124,961	89,500
Net assets at December 31, 2003			47,295	95,972	503,421	233,761
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(439)	(818)	(176)	(1,714)
	Net realized gain (loss) on investments and capital gains
		distributions	3,927	(12,208)	(14,980)	649
	Net unrealized appreciation (depreciation) during the year		(5,231)	18,062	63,400	46,443
Net increase (decrease) in net assets from operations			(1,743)	5,036	48,244	45,378
Changes from contract transactions:
	Total unit transactions		(4,815)	(11,125)	10,855	82,331
Net increase (decrease) in assets derived from
	principal transactions		(4,815)	(11,125)	10,855	82,331
Total increase (decrease) in net assets			(6,558)	(6,089)	59,099	127,709
Net assets at December 31, 2004			$         40,737	$         89,883	$       562,520	$       361,470

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

84

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP	ING VP	ING VP	ING VP
			Index Plus	International	Small	Value
			SmallCap	Equity	Company	Opportunity
Net assets at January 1, 2003			$         54,579	$           8,248	$       115,085	$       115,345
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(559)	3	(998)	(277)
	Net realized gain (loss) on investments and capital gains
		distributions	(56)	1,452	(9,972)	(8,337)
	Net unrealized appreciation (depreciation) during the year		21,801	1,316	52,820	34,754
Net increase (decrease) in net assets from operations			21,186	2,771	41,850	26,140
Changes from principal transactions:
	Total unit transactions		18,166	914	10,497	(8,309)
Net increase (decrease) in assets derived from
	principal transactions		18,166	914	10,497	(8,309)
Total increase (decrease) in net assets			39,352	3,685	52,347	17,831
Net assets at December 31, 2003			93,931	11,933	167,432	133,176
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1,024)	27	(1,222)	(218)
	Net realized gain (loss) on investments and capital gains
		distributions	1,906	1,606	5,232	(9,363)
	Net unrealized appreciation (depreciation) during the year		24,020	371	16,525	19,282
Net increase (decrease) in net assets from operations			24,902	2,004	20,535	9,701
Changes from contract transactions:
	Total unit transactions		39,653	403	(12,188)	(32,508)
Net increase (decrease) in assets derived from
	principal transactions		39,653	403	(12,188)	(32,508)
Total increase (decrease) in net assets			64,555	2,407	8,347	(22,807)
Net assets at December 31, 2004			$       158,486	$         14,340	$       175,779	$       110,369

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

85

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP	ING VP	ING VP
			Financial	Growth	International	ING VP
			Services	Opportunities	Value	MagnaCap
Net assets at January 1, 2003			$                  -	$              158	$         12,825	$              544
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(6)	70	1
	Net realized gain (loss) on investments and capital gains
		distributions	-	38	(610)	(41)
	Net unrealized appreciation (depreciation) during the year		-	123	6,551	315
Net increase (decrease) in net assets from operations			-	155	6,011	275
Changes from principal transactions:
	Total unit transactions		-	984	13,755	752
Net increase (decrease) in assets derived from
	principal transactions		-	984	13,755	752
Total increase (decrease) in net assets			-	1,139	19,766	1,027
Net assets at December 31, 2003			-	1,297	32,591	1,571
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	(5)	128	8
	Net realized gain (loss) on investments and capital gains
		distributions	2	162	1,986	111
	Net unrealized appreciation (depreciation) during the year		13	(100)	5,361	5
Net increase (decrease) in net assets from operations			15	57	7,475	124
Changes from contract transactions:
	Total unit transactions		179	(1,354)	18,313	53
Net increase (decrease) in assets derived from
	principal transactions		179	(1,354)	18,313	53
Total increase (decrease) in net assets			194	(1,297)	25,788	177
Net assets at December 31, 2004			$              194	$                  -	$         58,379	$           1,748

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

86

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			ING VP		ING VP
			MidCap	ING VP	SmallCap	ING
			Opportunities	Real Estate	Opportunities	Real Estate
Net assets at January 1, 2003			$              457	$                  -	$           2,239	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(23)	-	(30)	-
	Net realized gain (loss) on investments and capital gains
		distributions	155	-	(356)	-
	Net unrealized appreciation (depreciation) during the year		495	-	1,518	-
Net increase (decrease) in net assets from operations			627	-	1,132	-
Changes from principal transactions:
	Total unit transactions		3,107	-	4,674	-
Net increase (decrease) in assets derived from
	principal transactions		3,107	-	4,674	-
Total increase (decrease) in net assets			3,734	-	5,806	-
Net assets at December 31, 2003			4,191	-	8,045	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(57)	260	(66)	3
	Net realized gain (loss) on investments and capital gains
		distributions	403	306	571	15
	Net unrealized appreciation (depreciation) during the year		53	3,298	177	19
Net increase (decrease) in net assets from operations			399	3,864	682	37
Changes from contract transactions:
	Total unit transactions		956	23,361	(549)	245
Net increase (decrease) in assets derived from
	principal transactions		956	23,361	(549)	245
Total increase (decrease) in net assets			1,355	27,225	133	282
Net assets at December 31, 2004			$           5,546	$         27,225	$           8,178	$              282

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

87

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			Janus
			Advisor		Janus Aspen	Janus Aspen
			Series	Janus Aspen	Capital	Flexible
			Balanced	Balanced	Appreciation	Income
Net assets at January 1, 2003			$                  -	$       353,540	$           2,019	$         92,271
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	4,325	(22)	3,431
	Net realized gain (loss) on investments and capital gains
		distributions	-	4,890	(25)	2,292
	Net unrealized appreciation (depreciation) during the year		-	36,186	573	(960)
Net increase (decrease) in net assets from operations			-	45,401	526	4,763
Changes from principal transactions:
	Total unit transactions		-	(13,847)	632	(7,040)
Net increase (decrease) in assets derived from
	principal transactions		-	(13,847)	632	(7,040)
Total increase (decrease) in net assets			-	31,554	1,158	(2,277)
Net assets at December 31, 2003			-	385,094	3,177	89,994
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	4,222	(32)	3,833
	Net realized gain (loss) on investments and capital gains
		distributions	-	(2,816)	181	1,720
	Net unrealized appreciation (depreciation) during the year		-	24,167	326	(3,208)
Net increase (decrease) in net assets from operations			-	25,573	475	2,345
Changes from contract transactions:
	Total unit transactions		-	(53,724)	(414)	(14,170)
Net increase (decrease) in assets derived from
	principal transactions		-	(53,724)	(414)	(14,170)
Total increase (decrease) in net assets			-	(28,151)	61	(11,825)
Net assets at December 31, 2004			$                  -	$       356,943	$           3,238	$         78,169

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

88

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

				Janus Aspen	Janus Aspen
			Janus Aspen	Mid Cap	Worldwide	Janus
			Growth	Growth	Growth	Twenty
Net assets at January 1, 2003			$       199,166	$       369,184	$       513,443	$              383
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(2,049)	(4,273)	277	(2)
	Net realized gain (loss) on investments and capital gains
		distributions	(15,905)	(55,409)	(17,365)	(39)
	Net unrealized appreciation (depreciation) during the year		76,212	179,054	123,499	143
Net increase (decrease) in net assets from operations			58,258	119,372	106,411	102
Changes from principal transactions:
	Total unit transactions		(17,436)	(29,315)	(83,666)	78
Net increase (decrease) in assets derived from
	principal transactions		(17,436)	(29,315)	(83,666)	78
Total increase (decrease) in net assets			40,822	90,057	22,745	180
Net assets at December 31, 2003			239,988	459,241	536,188	563
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1,962)	(4,706)	(408)	(6)
	Net realized gain (loss) on investments and capital gains
		distributions	(24,092)	(86,576)	(19,474)	(13)
	Net unrealized appreciation (depreciation) during the year		31,387	170,273	32,506	152
Net increase (decrease) in net assets from operations			5,333	78,991	12,624	133
Changes from contract transactions:
	Total unit transactions		(45,820)	(79,896)	(123,221)	34
Net increase (decrease) in assets derived from
	principal transactions		(45,820)	(79,896)	(123,221)	34
Total increase (decrease) in net assets			(40,487)	(905)	(110,597)	167
Net assets at December 31, 2004			$       199,501	$       458,336	$       425,591	$              730

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

89

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

					Lord Abbett	Lord Abbett
				Lord Abbett	Mid-Cap	Mid Cap
			Lord Abbett	Growth and	Value -	Value -
			Affiliated	Income	Class VC	Class A
Net assets at January 1, 2003			$                  -	$         12,172	$         10,124	$                 21
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	16	(52)	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	(40)	33	(2)
	Net unrealized appreciation (depreciation) during the year		-	7,960	4,466	-
Net increase (decrease) in net assets from operations			-	7,936	4,447	(2)
Changes from principal transactions:
	Total unit transactions		-	30,424	13,938	(19)
Net increase (decrease) in assets derived from
	principal transactions		-	30,424	13,938	(19)
Total increase (decrease) in net assets			-	38,360	18,385	(21)
Net assets at December 31, 2003			-	50,532	28,509	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	(343)	-
	Net realized gain (loss) on investments and capital gains
		distributions	3	911	1,906	8
	Net unrealized appreciation (depreciation) during the year		10	9,290	12,041	21
Net increase (decrease) in net assets from operations			13	10,201	13,604	29
Changes from contract transactions:
	Total unit transactions		208	48,934	54,128	261
Net increase (decrease) in assets derived from
	principal transactions		208	48,934	54,128	261
Total increase (decrease) in net assets			221	59,135	67,732	290
Net assets at December 31, 2004			$              221	$       109,667	$         96,241	$               290

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

90

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

				Massachusetts
			Lord Abbett	Investors	MFS®
			Small-Cap	Growth	Total	Moderate
			Value	Stock	Return	Allocation
Net assets at January 1, 2003			$                  -	$                    -	$         39,338	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	294	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	(263)	-
	Net unrealized appreciation (depreciation) during the year		-	-	7,216	-
Net increase (decrease) in net assets from operations			-	-	7,247	-
Changes from principal transactions:
	Total unit transactions		-	-	11,448	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	11,448	-
Total increase (decrease) in net assets			-	-	18,695	-
Net assets at December 31, 2003			-	-	58,033	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1)	-	358	-
	Net realized gain (loss) on investments and capital gains
		distributions	44	-	257	-
	Net unrealized appreciation (depreciation) during the year		13	16	5,989	63
Net increase (decrease) in net assets from operations			56	16	6,604	63
Changes from contract transactions:
	Total unit transactions		474	164	10,121	-
Net increase (decrease) in assets derived from
	principal transactions		474	164	10,121	-
Total increase (decrease) in net assets			530	180	16,725	63
Net assets at December 31, 2004			$              530	$               180	$         74,758	$                63

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

91

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

				New	New
				Perspective	Perspective	Oppenheimer
			Mutual	Fund® -	Fund® -	Capital
			Discovery	Class R-3	Class R-4	Appreciation
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	-
	Net unrealized appreciation (depreciation) during the year		-	-	-	-
Net increase (decrease) in net assets from operations			-	-	-	-
Changes from principal transactions:
	Total unit transactions		-	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	-
Total increase (decrease) in net assets			-	-	-	-
Net assets at December 31, 2003			-	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		3	1	59	(1)
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	1	-
	Net unrealized appreciation (depreciation) during the year		19	16	784	15
Net increase (decrease) in net assets from operations			22	17	844	14
Changes from contract transactions:
	Total unit transactions		164	187	7,794	203
Net increase (decrease) in assets derived from
	principal transactions		164	187	7,794	203
Total increase (decrease) in net assets			186	204	8,638	217
Net assets at December 31, 2004			$              186	$              204	$           8,638	$              217

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

92

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

					Oppenheimer
			Oppenheimer		Main Street	Oppenheimer
			Developing	Oppenheimer	Fund® -	Aggressive
			Markets	Global	Class A	Growth
Net assets at January 1, 2003			$           1,294	$                  -	$                  -	$                  3
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		146	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	1,051	-	-	-
	Net unrealized appreciation (depreciation) during the year		383	-	-	1
Net increase (decrease) in net assets from operations			1,580	-	-	1
Changes from principal transactions:
	Total unit transactions		3,374	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		3,374	-	-	-
Total increase (decrease) in net assets			4,954	-	-	1
Net assets at December 31, 2003			6,248	-	-	4
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		324	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	799	-	-	-
	Net unrealized appreciation (depreciation) during the year		4,988	-	1	-
Net increase (decrease) in net assets from operations			6,111	-	1	-
Changes from contract transactions:
	Total unit transactions		25,018	4	12	(1)
Net increase (decrease) in assets derived from
	principal transactions		25,018	4	12	(1)
Total increase (decrease) in net assets			31,129	4	13	(1)
Net assets at December 31, 2004			$         37,377	$                  4	$                13	$                  3

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

93

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			Oppenheimer	Oppenheimer	Oppenheimer	Oppenheimer
			Global	Main Street®	Main Street®	Strategic
			Securities	Fund/VA	Small Cap	Bond
Net assets at January 1, 2003			$       117,400	$                28	$                  -	$         16,662
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(560)	-	-	1,110
	Net realized gain (loss) on investments and capital gains
		distributions	(6,014)	-	-	969
	Net unrealized appreciation (depreciation) during the year		67,124	7	-	1,931
Net increase (decrease) in net assets from operations			60,550	7	-	4,010
Changes from principal transactions:
	Total unit transactions		73,093	(3)	-	11,935
Net increase (decrease) in assets derived from
	principal transactions		73,093	(3)	-	11,935
Total increase (decrease) in net assets			133,643	4	-	15,945
Net assets at December 31, 2003			251,043	32	-	32,607
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		402	-	-	1,381
	Net realized gain (loss) on investments and capital gains
		distributions	218	-	-	788
	Net unrealized appreciation (depreciation) during the year		58,591	3	1	899
Net increase (decrease) in net assets from operations			59,211	3	1	3,068
Changes from contract transactions:
	Total unit transactions		100,114	8	4	11,403
Net increase (decrease) in assets derived from
	principal transactions		100,114	8	4	11,403
Total increase (decrease) in net assets			159,325	11	5	14,471
Net assets at December 31, 2004			$       410,368	$                43	$                  5	$         47,078

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

94

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

				PIMCO NFJ
			Pax World	Small-Cap	PIMCO VIT	Pioneer
			Balanced	Value	Real Return	High Yield
Net assets at January 1, 2003			$           1,605	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		6	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	(35)	-	-	-
	Net unrealized appreciation (depreciation) during the year		385	-	-	-
Net increase (decrease) in net assets from operations			356	-	-	-
Changes from principal transactions:
	Total unit transactions		1,644	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		1,644	-	-	-
Total increase (decrease) in net assets			2,000	-	-	-
Net assets at December 31, 2003			3,605	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		25	1	7	5
	Net realized gain (loss) on investments and capital gains
		distributions	189	3	312	10
	Net unrealized appreciation (depreciation) during the year		1,039	5	(58)	(1)
Net increase (decrease) in net assets from operations			1,253	9	261	14
Changes from contract transactions:
	Total unit transactions		11,665	44	9,258	423
Net increase (decrease) in assets derived from
	principal transactions		11,665	44	9,258	423
Total increase (decrease) in net assets			12,918	53	9,519	437
Net assets at December 31, 2004			$         16,523	$                53	$           9,519	$              437

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

95

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			Pioneer			Pioneer
			Equity	Pioneer	Pioneer Fund	High Yield
			Income VCT	Fund	VCT	VCT
Net assets at January 1, 2003			$           3,782	$                  -	$              432	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		105	-	2	-
	Net realized gain (loss) on investments and capital gains
		distributions	(9)	-	(3)	-
	Net unrealized appreciation (depreciation) during the year		1,446	-	219	-
Net increase (decrease) in net assets from operations			1,542	-	218	-
Changes from principal transactions:
	Total unit transactions		5,367	-	872	-
Net increase (decrease) in assets derived from
	principal transactions		5,367	-	872	-
Total increase (decrease) in net assets			6,909	-	1,090	-
Net assets at December 31, 2003			10,691	-	1,522	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		259	-	3	48
	Net realized gain (loss) on investments and capital gains
		distributions	551	-	85	59
	Net unrealized appreciation (depreciation) during the year		1,984	-	136	65
Net increase (decrease) in net assets from operations			2,794	-	224	172
Changes from contract transactions:
	Total unit transactions		14,794	1	855	4,296
Net increase (decrease) in assets derived from
	principal transactions		14,794	1	855	4,296
Total increase (decrease) in net assets			17,588	1	1,079	4,468
Net assets at December 31, 2004			$         28,279	$                  1	$           2,601	$           4,468

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

96

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			Pioneer	Scudder	T. Rowe Price
			Mid Cap	Equity 500	Mid-Cap	Templeton
			Value VCT	Index	Value	Foreign
Net assets at January 1, 2003			$           2,143	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(38)	-	-	(6)
	Net realized gain (loss) on investments and capital gains
		distributions	85	-	-	-
	Net unrealized appreciation (depreciation) during the year		1,583	-	-	-
Net increase (decrease) in net assets from operations			1,630	-	-	(6)
Changes from principal transactions:
	Total unit transactions		7,962	-	-	6
Net increase (decrease) in assets derived from
	principal transactions		7,962	-	-	6
Total increase (decrease) in net assets			9,592	-	-	-
Net assets at December 31, 2003			11,735	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(201)	-	-	6
	Net realized gain (loss) on investments and capital gains
		distributions	623	-	34	1
	Net unrealized appreciation (depreciation) during the year		5,908	-	27	47
Net increase (decrease) in net assets from operations			6,330	-	61	54
Changes from contract transactions:
	Total unit transactions		31,599	2	558	396
Net increase (decrease) in assets derived from
	principal transactions		31,599	2	558	396
Total increase (decrease) in net assets			37,929	2	619	450
Net assets at December 31, 2004			$         49,664	$                  2	$              619	$              450

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

97

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

					UBS U.S.
			Templeton	Templeton	Small Cap	Vanguard®
			Growth	Global Bond	Growth	500 Index
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	-
	Net unrealized appreciation (depreciation) during the year		-	-	-	-
Net increase (decrease) in net assets from operations			-	-	-	-
Changes from principal transactions:
	Total unit transactions		-	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	-
Total increase (decrease) in net assets			-	-	-	-
Net assets at December 31, 2003			-	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		1	57	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	2	8	1	-
	Net unrealized appreciation (depreciation) during the year		3	368	5	(5)
Net increase (decrease) in net assets from operations			6	433	6	(5)
Changes from contract transactions:
	Total unit transactions		55	6,342	42	18
Net increase (decrease) in assets derived from
	principal transactions		55	6,342	42	18
Total increase (decrease) in net assets			61	6,775	48	13
Net assets at December 31, 2004			$                61	$           6,775	$                48	$                13

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

98

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

						Washington
			Vanguard®		Wanger U.S.	Mutual
			Variable	Wanger	Smaller	InvestorsSM -
			Insurance	Select	Companies	Class R-3
Net assets at January 1, 2003			$                  -	$                  -	$                  -	$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-	-	-	-
	Net realized gain (loss) on investments and capital gains
		distributions	-	-	-	-
	Net unrealized appreciation (depreciation) during the year		-	-	-	-
Net increase (decrease) in net assets from operations			-	-	-	-
Changes from principal transactions:
	Total unit transactions		-	-	-	-
Net increase (decrease) in assets derived from
	principal transactions		-	-	-	-
Total increase (decrease) in net assets			-	-	-	-
Net assets at December 31, 2003			-	-	-	-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		(1)	(8)	(7)	5
	Net realized gain (loss) on investments and capital gains
		distributions	-	205	(9)	10
	Net unrealized appreciation (depreciation) during the year		17	90	236	54
Net increase (decrease) in net assets from operations			16	287	220	69
Changes from contract transactions:
	Total unit transactions		192	1,940	1,935	1,163
Net increase (decrease) in assets derived from
	principal transactions		192	1,940	1,935	1,163
Total increase (decrease) in net assets			208	2,227	2,155	1,232
Net assets at December 31, 2004			$              208	$           2,227	$           2,155	$           1,232

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

99

ING life insurance and annuity company
variable annuity account c
Statements of Changes in Net Assets
For the years ended December 31, 2004 and 2003
(Dollars in thousands)

			Washington
			Mutual
			InvestorsSM -
			Class R-4
Net assets at January 1, 2003			$                  -
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		-
	Net realized gain (loss) on investments and capital gains
		distributions	-
	Net unrealized appreciation (depreciation) during the year		-
Net increase (decrease) in net assets from operations			-
Changes from principal transactions:
	Total unit transactions		-
Net increase (decrease) in assets derived from
	principal transactions		-
Total increase (decrease) in net assets			-
Net assets at December 31, 2003			-
Increase (decrease) in net assets from operations
Operations:
	Net investment income (loss)		124
	Net realized gain (loss) on investments and capital gains
		distributions	299
	Net unrealized appreciation (depreciation) during the year		1,462
Net increase (decrease) in net assets from operations			1,885
Changes from contract transactions:
	Total unit transactions		33,974
Net increase (decrease) in assets derived from
	principal transactions		33,974
Total increase (decrease) in net assets			35,859
Net assets at December 31, 2004			$         35,859

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

100

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

1. Organization

ING Life Insurance and Annuity Company Variable Annuity Account C (the "Account") was established by ING Life Insurance and Annuity Company ("ILIAC" or the "Company") to support the operations of variable annuity contracts ("Contracts"). The Company is a 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. 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 December 31, 2004, the Account had 145 investment divisions (the "Divisions"), 81 of which invest in independently managed mutual funds and 64 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 December 31, 2004 and related Trusts are as follows:

101

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

102

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

103

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

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 Aeltus Enhanced Index Portfolio - Service Class			ING DSI Enhanced Index Portfolio - Service Class
	ING JP Morgan International Portfolio - Initial Class			ING JP Morgan Fleming International Portfolio -
					Initial Class
	ING T. Rowe Price Diversified Mid Cap Growth			ING Alger Aggressive Growth - Initial Class
		Portfolio - Initial Class
	ING T. Rowe Price Diversified Mid Cap Growth			ING Alger Aggressive Growth - Service Class
		Portfolio - Service Class
	ING Van Kampen Equity and Income Portfolio - Service			ING UBS Tactical Asset Allocation Portfolio - Service
		Class			Class
	ING UBS U.S. Large Cap Equity Portfolio - Initial			ING MFS Research Equity Portfolio - Initial Class
		Class
ING Strategic Allocation Portfolios, Inc.:			ING Strategic Allocation Portfolios, Inc.:
	ING VP Strategic Allocation Balanced Portfolio -			ING VP Strategic Allocation Balanced Portfolio -
		Class I			Class R
	ING VP Strategic Allocation Growth Portfolio - Class I			ING VP Strategic Allocation Growth Portfolio - Class R
	ING VP Strategic Allocation Income Portfolio - Class I			ING VP Strategic Allocation Income Portfolio - 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 Value Opportunity Portfolio - Class I			ING VP Value Opportunity Portfolio - Class R
	ING VP Global Science and Technology Portfolio - Class I			ING VP Technology Portfolio - Class R
ING Variable Products Trust:			ING Variable Products Trust:
	ING Growth Opportunities Portfolio - Class I			ING Growth Opportunities Portfolio - Class R
	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





104


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

During 2004, the following Divisions were closed to Contractowners:

ING GET Fund - Series D ING GET Fund - Series E ING GET Fund - Series G

2. 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 U.S. generally accepted accounting principles 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 on a first-in, first-out basis. The difference between cost and current market value on the day of measurement 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.












105


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Variable Annuity Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of the Contracts. The annuity reserves are equal to the aggregate account values of the Contractowners invested in the Account Divisions. Net assets allocated to contracts in the payout period are computed according to the 1983a Individual Annuitant Mortality Table. The assumed investment return is 3.5% unless the Contractowner elects otherwise, in which case the rate may vary from 3.5% to 7%, as regulated by the laws of the respective states. The mortality risk is fully borne by ILIAC and may result in additional amounts being transferred into the Account by ILIAC to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company.

3. 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 1.50% 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 0.25% of the assets attributable to the Contracts is deducted, as specified in the Contract, for administrative charges related to the Account.

Contract Maintenance Charges

For certain Contracts, an annual Contract maintenance fee of up to $30 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 of each premium payment if the Contract is surrendered or an excess partial withdrawal is taken, and currently ranges up to 7%, as specified in the Contract.

106

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

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.

4. Related Party Transactions

During the year ended December 31, 2004, management and service 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 GNMA Income Fund, ING Intermediate Bond Fund, ING VP Intermediate Bond Portfolio, ING VP Money Market Portfolio, ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolios, Inc., ING Variable Funds, ING Variable Insurance Trust, ING Variable Portfolios, Inc., ING VP Emerging Markets Fund, ING VP Natural Resources Trust, ING Strategic Allocation Portfolios, Inc., ING VP Growth and Income Portfolio, ING Variable Products Trust, and ING Real Estate Fund. 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 ING Life Insurance and Annuity Company, an affiliate, in its capacity as investment adviser to ING Partners, Inc. The annual fee rate ranged from 0.50% to 0.90% of the average net assets of each respective Fund of the Trust. Management fees were also paid indirectly to Directed Services, Inc., an affiliate of the Company, in its capacity as investment manager to ING Investors Trust. The Fund's advisory agreement provided for a fee at an annual rate ranging from 0.63% to 0.94% of the average net assets of each respective Portfolio.

5. Funds of Funds

The Account had one Lifestyle Fund at December 31, 2004. The Lifestyle Fund invests in other Divisions of the Account (the "Underlying Funds"), as well as in fixed interest divisions, which are not part of the Account. The Lifestyle Fund's percentage ownership in Underlying Funds and fixed interest divisions at December 31, 2004, was as follows:

Underlying Fund	Moderate Allocation
Baron Growth Fund	10%
ING Index Plus MidCap Fund - Class R	10%
ING Intermediate Bond Fund - Class I	15%
ING International SmallCap Growth Fund - Class A	5%
Lord Abbett Affiliated Fund - Class A	10%
The Growth Fund of America® - Class A	15%
Vanguard® 500 Index Fund - Investor Shares	10%
Fixed interest divisions	25%

107

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

6. Purchases and Sales of Investment Securities

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

		Year ended December 31
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
AIM Growth Series:
	AIM Health Sciences	$             19	$                -	$                -	$                -
	AIM Mid Cap Core Equity	197	3	-	-
	AIM Small Cap Growth	-	-	-	-
AIM Variable Insurance Funds:
	AIM V.I. Capital Appreciation	1,654	2,937	3,360	2,720
	AIM V.I. Core Equity	2,162	9,311	3,229	3,479
	AIM V.I. Growth	2,126	2,899	3,261	1,503
	AIM V.I. Premier Equity	1,643	4,004	2,727	1,780
Alliance Bernstein Variable Products Series Fund, Inc.:
	Alliance Bernstein Growth and Income Fund	20	-	-	-
	Alliance Bernstein Growth and Income Portfolio	57	9	-	-
American Balanced Fund®		1,273	33	-	-
American Century® Income & Growth		2,231	701	1,932	1,032
Ariel Investment Trust:
	Ariel Appreciation	184	3	-	-
	Ariel	148	1	-	-
Baron Asset		130	1	-	-
Baron Growth		351	1	130	129
Calvert Variable Series, Inc.:
	Calvert Social Balanced	9,157	7,544	6,802	4,502
EuroPacific Growth Fund® - R-3		524	25	-	-
EuroPacific Growth Fund® - R-4		17,240	2,246	-	-
Evergreen Special Values		28,102	1,963	5,901	2,000
Fidelity® Advisor Mid Cap		385	5	-	-
Fidelity® Variable Insurance Products:
	Fidelity® VIP Contrafund®	107,499	21,985	82,727	16,424
	Fidelity® VIP Equity-Income	57,164	14,598	47,066	14,323
	Fidelity® VIP Growth	21,802	34,986	35,922	23,493
	Fidelity® VIP High Income	5,887	7,888	33,252	30,625
	Fidelity® VIP Asset ManagerSM	4,627	6,533	2,606	1,719
	Fidelity® VIP Index 500	11,965	5,993	17,461	9,452
	Fidelity® VIP Overseas	26,271	19,814	395,384	388,671
Franklin Strategic Series:
	Franklin Small-Mid Cap Growth	62	-	-	-
Franklin Templeton Variable Insurance Products Trust:
	Franklin Small Cap Value Securities	35,727	8,457	16,848	12,347

108

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

		Year ended December 31
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
The Growth Fund of America® - Class R-3		$        1,249	$             14	$                -	$                -
The Growth Fund of America® - Class R-4		47,831	29	-	-
The Income Fund of America® - Class R-3		105	-	-	-
ING GET Fund:
	ING GET Fund - Series D	5,798	152,830	9,899	86,343
	ING GET Fund - Series E	5,286	80,019	5,190	28,667
	ING GET Fund - Series G	1,809	24,226	1,243	6,668
	ING GET Fund - Series H	837	5,364	1,175	5,706
	ING GET Fund - Series I	36	332	93	187
	ING GET Fund - Series J	16	38	69	74
	ING GET Fund - Series K	57	397	128	424
	ING GET Fund - Series L	36	359	42	177
	ING GET Fund - Series Q	150	614	-	889
	ING GET Fund - Series S	1,379	9,609	84	16,041
ING VP Balanced		37,540	51,777	37,020	69,628
ING VP Emerging Markets		14,135	13,341	70,319	69,829
ING VP Intermediate Bond		125,882	96,548	33,833	102,976
ING VP Money Market		70,314	110,686	1,131,288	1,239,896
ING VP Natural Resources		10,592	5,600	5,744	6,927
ING Investors Trust:
	ING Julius Baer Foreign	2,216	929	-	-
	ING MFS Total Return	19,854	716	7,972	85
	ING T. Rowe Price Equity Income	26,224	805	2,306	353
ING Partners, Inc.:
	ING Aeltus Enhanced Index	2,645	2,038	684	111
	ING American Century Select	2,189	2,382	2,164	521
	ING American Century Small Cap Value	20,538	3,062	3,972	503
	ING Baron Small Cap Growth	39,264	5,510	10,703	1,140
	ING Goldman Sachs® Capital Growth	761	204	588	230
	ING JPMorgan International	27,535	36,640	682,940	697,566
	ING JPMorgan Mid Cap Value	10,789	1,764	3,093	684
	ING MFS Capital Opportunities	3,975	28,297	7,070	18,461
	ING OpCap Balanced Value	11,582	1,728	8,320	413
	ING Oppenheimer Global	2,922	2,188	1,857	980
	ING PIMCO Total Return	23,537	12,278	35,648	20,611
	ING Salomon Brothers Aggressive Growth - Initial Class	8,616	40,713	24,087	25,896
	ING Salomon Brothers Aggressive Growth - Service Class	89	74	-	-





109

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

			Year ended December 31
			2004		2003
			Purchases	Sales	Purchases	Sales
			(Dollars in thousands)
ING Partners, Inc. (continued):
	ING Salomon Brothers Fundamental Value		$        3,462	$        3,271	$      11,986	$        3,925
	ING Salomon Brother Investors Value		3,414	2,078	3,359	574
	ING T. Rowe Price Diversified Mid Cap Growth -
		Initial Class	-	17	111	101
	ING T. Rowe Price Diversified Mid Cap Growth -
		Service Class	5,699	6,093	9,052	1,688
	ING T. Rowe Price Growth Equity - Initial Class		34,665	15,692	34,215	11,462
	ING T. Rowe Price Growth Equity - Service Class		199	-	-	-
	ING UBS U.S. Large Cap Equity		6,956	16,324	5,467	17,682
	ING Van Kampen Comstock		37,045	5,632	20,406	485
	ING Van Kampen Equity and Income		1,803	505	808	529
ING Strategic Allocation Portfolios, Inc.:
	ING VP Strategic Allocation Balanced		14,729	8,228	6,498	4,463
	ING VP Strategic Allocation Growth		11,072	7,100	5,494	4,688
	ING VP Strategic Allocation Income		12,768	12,208	4,504	5,584
	ING Financial Services		14	5	-	-
ING Variable Funds:
	ING VP Growth and Income		95,716	345,382	14,919	348,130
ING Variable Insurance Trust:
	ING GET US Core - Series 1		17	229	2,371	72
	ING GET US Core - Series 2		163	2,768	20,499	14
	ING GET US Core - Series 3		72,277	20,035	207	-
	ING GET US Core - Series 5		673	14	-	-
	ING GET US Core - Series 6		6,826	1,290	-	-
	ING GET US Core - Series 7		4,344	330	-	-
ING GNMA Income			533	128	-	-
ING Intermediate Bond			540	4	-	-
ING Variable Portfolios, Inc.:
	ING VP Global Science and Technology		12,570	17,824	33,815	21,297
	ING VP Growth		5,054	16,997	9,981	13,305
	ING VP Index Plus LargeCap		60,182	49,503	61,327	34,201
	ING VP Index Plus MidCap		85,765	5,148	52,770	13,706
	ING VP Index Plus SmallCap		45,854	6,578	33,506	15,899
	ING VP International Equity		10,372	9,942	27,126	26,209
	ING VP Small Company		14,104	27,514	81,863	72,364
	ING VP Value Opportunity		6,785	39,511	10,678	19,264
ING Variable Products Trust:
	ING VP Financial Services		199	18	-	-
	ING VP Growth Opportunities		538	1,897	1,325	347
	ING VP International Value		28,395	9,954	17,423	3,598
	ING VP MagnaCap		574	513	958	205

110

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

		Year ended December 31
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Variable Products Trust (continued):
	ING VP MidCap Opportunities	$        3,343	$        2,444	$        4,145	$        1,061
	ING VP Real Estate	24,030	124	-	-
	ING VP SmallCap Opportunities	2,250	2,865	5,880	1,236
ING Real Estate		264	1	-	-
Janus Advisor Series Balanced		-	-	-	-
Janus Aspen Series:
	Janus Aspen Balanced	18,989	68,491	40,324	49,846
	Janus Aspen Capital Appreciation	645	1,091	1,344	734
	Janus Aspen Flexible Income	13,791	23,472	27,330	30,939
	Janus Aspen Growth	6,738	54,520	11,473	30,958
	Janus Aspen Mid Cap Growth	6,887	91,489	26,548	60,136
	Janus Aspen Worldwide Growth	15,748	139,377	31,915	115,304
Janus Twenty		98	70	141	65
Lord Abbett Affiliated		211	-	-	-
Lord Abbett Series Fund, Inc.:
	Lord Abbett Growth and Income	50,385	580	30,750	310
	Lord Abbett Mid-Cap Value - Class VC	57,843	2,780	17,073	2,921
Lord Abbett Mid Cap Value - Class A		270	1	93	112
Lord Abbett Small-Cap Value		525	9	-	-
Massachusetts Investors Growth Stock		164	-	-	-
MFS® Variable Insurance TrustSM:
	MFS® Total Return	14,888	4,409	15,279	3,537
Moderate Allocation		1	1	-	-
Mutual Discovery		168	1	-	-
New Perspective Fund® - Class R-3		189	1	-	-
New Perspective Fund® - Class R-4		7,868	15	-	-
Oppenheimer Capital Appreciation		203	1	-	-
Oppenheimer Developing Markets		33,022	7,521	24,991	21,471
Oppenheimer Global		4	-	-	-
Oppenheimer Main Street Fund® - Class A		12	-	-	-
Oppenheimer Variable Account Funds:
	Oppenheimer Aggressive Growth	-	1	1	1
	Oppenheimer Global Securities	111,120	10,604	82,514	9,981
	Oppenheimer Main Street® - Fund/VA	13	5	-	3
	Oppenheimer Main Street® Small Cap	4	-	-	-
	Oppenheimer Strategic Bond	21,163	8,379	37,158	24,113





111


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

		Year ended December 31
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
Pax World Balanced		$      14,148	$        2,458	$        1,863	$           213
PIMCO NFJ Small-Cap Value		48	-	-	-
PIMCO VIT Real Return		12,094	2,557	-	-
Pioneer High Yield		438	-	-	-
Pioneer Variable Contracts Trust:
	Pioneer Equity Income VCT	17,956	2,903	7,522	2,050
	Pioneer Fund	1	-	-	-
	Pioneer Fund VCT	1,317	459	990	116
	Pioneer High Yield VCT	9,849	5,505	-	-
	Pioneer Mid Cap Value VCT	32,841	1,225	9,551	1,627
Scudder Equity 500 Index		2	-	-	-
T. Rowe Price Mid-Cap Value		605	13	-	-
Templeton Foreign		404	1	60	60
Templeton Growth		60	2	-	-
Templeton Income Trust:
	Templeton Global Bond	6,516	117	-	-
UBS U.S. Small Cap Growth		48	5	-	-
Vanguard® 500 Index		18	-	-	-
Vanguard® Variable Insurance		193	2	-	-
Wangers Advisors Trust:
	Wanger Select	4,017	2,085	-	-
	Wanger U.S. Smaller Companies	3,826	1,898	-	-
Washington Mutual InvestorsSM - Class R-3		1,189	11	-	-
Washington Mutual InvestorsSM - Class R-4		34,398	1	-	-

















112


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

7. Changes in Units

The changes in units outstanding were as follows:

		Year Ended December 31
		2004			2003
					Net Units
		Units	Units	Net Increase	Issued
		Issued	Redeemed	(Decrease)	(Redeemed)
AIM Growth Series:
	AIM Health Sciences	2,121	-	2,121	-
	AIM Mid Cap Equity	18,089	363	17,726	-
	AIM Small Cap Growth	2	-	2	-
AIM Variable Insurance Funds:
	AIM V.I. Capital Appreciation	742,209	869,850	(127,641)	121,881
	AIM V.I. Core Equity	1,291,268	2,215,263	(923,995)	(30,959)
	AIM V.I. Growth	1,145,485	1,259,825	(114,340)	420,791
	AIM V.I. Premier Equity	751,710	1,080,717	(329,007)	179,709
Alliance Bernstein Variable Product Series Fund, Inc.:
	Alliance Bernstein Growth and Income Fund	2,045	-	2,045	-
	Alliance Bernstein Growth and Income Portfolio	5,250	825	4,425	-
American Balanced Fund®		123,582	3,442	120,140	-
American Century® Income & Growth		235,587	74,839	160,748	112,975
Ariel Investment Trust:
	Ariel Appreciation	17,879	265	17,614	-
	Ariel	13,247	55	13,192	-
Baron Asset		11,207	120	11,087	-
Baron Growth		32,446	27	32,419	22
Calvert Variable Series, Inc.:
	Calvert Social Balanced	1,041,397	888,653	152,744	147,970
EuroPacific Growth Fund® - R-3		50,937	3,074	47,863	-
EuroPacific Growth Fund® - R-4		1,797,191	371,265	1,425,926	-
Evergreen Special Values		1,695,681	203,107	1,492,574	299,098
Fidelity® Advisor Mid Cap		37,590	494	37,096	-
Fidelity® Variable Insurance Products:
	Fidelity® VIP Contrafund®	11,489,088	6,904,554	4,584,534	4,004,285
	Fidelity® VIP Equity-Income	6,906,749	4,382,178	2,524,571	2,232,358
	Fidelity® VIP Growth	7,136,852	7,655,957	(519,105)	1,287,068
	Fidelity® VIP High Income	668,003	966,956	(298,953)	337,345
	Fidelity® VIP Asset ManagerSM	243,157	373,104	(129,947)	24,732
	Fidelity® VIP Index 500	580,064	318,865	261,199	402,973
	Fidelity® VIP Overseas	3,021,891	2,493,825	528,066	789,491
Franklin Strategic Series:
	Franklin Small-Mid Cap Growth	6,429	-	6,429	-



113


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

			Year Ended December 31
			2004			2003
						Net Units
			Units	Units	Net Increase	Issued
			Issued	Redeemed	(Decrease)	(Redeemed)
Franklin Templeton Variable Insurance Products Trust:
	Franklin Small Cap Value Securities		3,340,616	1,293,673	2,046,943	452,082
The Growth Fund of America® - Class R-3			124,934	2,755	122,179	-
The Growth Fund of America® - Class R-4			5,160,827	423,312	4,737,515	-
The Income Fund of America® - Class R-3			9,948	-	9,948	-
ING GET Fund:
	ING GET Fund - Series D		173,322	15,121,211	(14,947,889)	(7,959,655)
	ING GET Fund - Series E		332,271	7,921,265	(7,588,994)	(2,482,898)
	ING GET Fund - Series G		152,141	2,453,706	(2,301,565)	(594,633)
	ING GET Fund - Series H		71,808	553,919	(482,111)	(485,782)
	ING GET Fund - Series I		391	31,291	(30,900)	(11,016)
	ING GET Fund - Series J		-	3,174	(3,174)	(1,059)
	ING GET Fund - Series K		-	36,528	(36,528)	(32,282)
	ING GET Fund - Series L		-	33,717	(33,717)	(15,766)
	ING GET Fund - Series Q		-	53,457	(53,457)	(80,054)
	ING GET Fund - Series S		234,100	1,092,787	(858,687)	(1,517,841)
ING VP Balanced			6,444,389	6,836,684	(392,295)	(1,112,753)
ING VP Emerging Markets			1,647,146	1,581,428	65,718	102,010
ING VP Intermediate Bond			8,215,620	8,521,505	(305,885)	(3,323,438)
ING VP Money Market			11,292,974	14,025,254	(2,732,280)	(6,220,704)
ING VP Natural Resources			869,736	542,584	327,152	(81,853)
ING Investors Trust:
	ING Julius Baer Foreign		229,069	107,022	122,047	-
	ING MFS Total Return		1,891,673	356,177	1,535,496	700,937
	ING T. Rowe Price Equity Income		2,182,364	296,163	1,886,201	165,547
ING Partners, Inc.:
	ING Aeltus Enhanced Index		361,801	283,845	77,956	81,415
	ING American Century Select		320,348	343,211	(22,863)	214,030
	ING American Century Small Cap Value		1,941,068	562,491	1,378,577	355,593
	ING Baron Small Cap Growth		3,819,436	1,181,534	2,637,902	940,630
	ING Goldman Sachs® Capital Growth		96,777	41,417	55,360	40,099
	ING JPMorgan International		3,086,669	3,493,363	(406,694)	(560,840)
	ING JPMorgan Mid Cap Value		1,037,259	353,788	683,471	225,796
	ING MFS Capital Opportunities		1,546,673	2,633,769	(1,087,096)	(537,394)
	ING OpCap Balanced Value		1,291,880	525,561	766,319	692,988
	ING Oppenheimer Global		293,242	230,406	62,836	94,892
	ING PIMCO Total Return		3,073,334	2,046,501	1,026,833	1,327,641
	ING Salomon Brothers Aggressive Growth -
		Initial Class	5,042,874	7,674,056	(2,631,182)	328,935

114

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

			Year Ended December 31
			2004			2003
						Net Units
			Units	Units	Net Increase	Issued
			Issued	Redeemed	(Decrease)	(Redeemed)
ING Partners, Inc. (continued):
	ING Salomon Brothers Aggressive Growth -
		Service Class	8,787	7,198	1,589	-
	ING Salomon Brothers Fundamental Value		445,245	420,619	24,626	554,916
	ING Salomon Brother Investors Value		374,791	268,450	106,341	253,762
	ING T. Rowe Price Diversified Mid Cap
		Growth - Initial Class	-	1,154	(1,154)	1,154
	ING T. Rowe Price Diversified Mid Cap
		Growth - Service Class	1,358,272	1,438,664	(80,392)	1,121,316
	ING T. Rowe Price Growth Equity - Initial Class		4,770,419	3,524,768	1,245,651	1,554,224
	ING T. Rowe Price Growth Equity - Service Class		20,449	78	20,371	-
	ING UBS U.S. Large Cap Equity		2,141,739	2,820,470	(678,731)	(918,451)
	ING Van Kampen Comstock		4,110,698	1,455,969	2,654,729	1,967,779
	ING Van Kampen Equity and Income		93,390	38,374	55,016	7,611
ING Strategic Allocation Portfolios, Inc.:
	ING VP Strategic Allocation Balanced		2,104,345	1,638,746	465,599	108,957
	ING VP Strategic Allocation Growth		1,598,014	1,292,531	305,483	98,672
	ING VP Strategic Allocation Income		1,184,077	1,140,198	43,879	(108,451)
	ING Financial Services		1,357	489	868	-
ING Variable Funds:
	ING VP Growth and Income		14,531,937	27,718,675	(13,186,738)	(17,517,346)
ING Variable Insurance Trust:
	ING GET US Core - Series 1		-	19,657	(19,657)	231,302
	ING GET US Core - Series 2		100,626	334,903	(234,277)	2,055,233
	ING GET US Core - Series 3		7,854,478	2,575,458	5,279,020	20,674
	ING GET US Core - Series 5		67,403	952	66,451	-
	ING GET US Core - Series 6		685,757	129,749	556,008	-
	ING GET US Core - Series 7		434,458	32,788	401,670	-
ING GNMA Income			52,369	12,638	39,731	-
ING Intermediate Bond			53,075	1,008	52,067	-
ING Variable Portfolios, Inc.:
	ING VP Global Science and Technology		7,185,981	8,826,369	(1,640,388)	3,763,655
	ING VP Growth		1,932,974	2,775,140	(842,166)	(183,843)
	ING VP Index Plus LargeCap		9,746,045	8,875,064	870,981	2,013,333
	ING VP Index Plus MidCap		8,240,855	3,533,221	4,707,634	2,691,961
	ING VP Index Plus SmallCap		5,377,363	2,451,264	2,926,099	1,631,088
	ING VP International Equity		1,728,037	1,670,535	57,502	135,837
	ING VP Small Company		3,283,536	3,946,455	(662,919)	617,906
	ING VP Value Opportunity		1,935,086	3,913,217	(1,978,131)	(669,895)

115

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

		Year Ended December 31
		2004			2003
					Net Units
		Units	Units	Net Increase	Issued
		Issued	Redeemed	(Decrease)	(Redeemed)
ING Variable Products Trust:
	ING VP Financial Services	20,421	2,952	17,469	-
	ING VP Growth Opportunities	88,916	252,428	(163,512)	137,247
	ING VP International Value	3,743,766	2,066,960	1,676,806	1,554,185
	ING VP MagnaCap	93,937	88,469	5,468	97,929
	ING VP MidCap Opportunities	505,997	417,195	88,802	381,501
	ING VP Real Estate	2,146,817	186,905	1,959,912	-
	ING VP SmallCap Opportunities	651,403	734,610	(83,207)	723,325
ING Real Estate		22,279	75	22,204	-
Janus Advisor Series Balanced		8	-	8	-
Janus Aspen Series:
	Janus Aspen Balanced	4,861,068	7,327,168	(2,466,100)	(516,201)
	Janus Aspen Capital Appreciation	82,616	140,531	(57,915)	96,747
	Janus Aspen Flexible Income	1,996,838	2,768,202	(771,364)	(357,321)
	Janus Aspen Growth	2,862,869	5,692,269	(2,829,400)	(1,192,449)
	Janus Aspen Mid Cap Growth	6,055,797	10,760,444	(4,704,647)	(1,685,384)
	Janus Aspen Worldwide Growth	5,649,716	12,560,154	(6,910,438)	(5,189,406)
Janus Twenty		21,684	14,890	6,794	18,414
Lord Abbett Affiliated		20,016	7	20,009	-
Lord Abbett Series Fund, Inc.:
	Lord Abbett Growth and Income	6,435,125	1,805,358	4,629,767	3,406,125
	Lord Abbett Mid-Cap Value - Class VC	5,878,996	1,189,943	4,689,053	1,521,794
Lord Abbett Mid Cap Value - Class A		24,133	16	24,117	-
Lord Abbett Small-Cap Value		46,008	1,179	44,829	-
Massachusetts Investors Growth Stock		17,013	6	17,007	-
MFS® Variable Insurance TrustSM:
	MFS® Total Return	1,163,591	418,755	744,836	970,674
Moderate Allocation		5,863	-	5,863	-
Mutual Discovery		16,092	55	16,037	-
New Perspective Fund® - Class R-3		18,425	60	18,365	-
New Perspective Fund® - Class R-4		816,804	55,147	761,657	-
Oppenheimer Capital Appreciation		21,208	190	21,018	-
Oppenheimer Developing Markets		1,653,384	525,460	1,127,924	283,558
Oppenheimer Global		286	-	286	-
Oppenheimer Main Street Fund® - Class A		1,214	-	1,214	-





116


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

		Year Ended December 31
		2004			2003
					Net Units
		Units	Units	Net Increase	Issued
		Issued	Redeemed	(Decrease)	(Redeemed)
Oppenheimer Variable Account Funds:
	Oppenheimer Aggressive Growth	1	1	-	-
	Oppenheimer Global Securities	10,759,811	4,601,582	6,158,229	5,451,438
	Oppenheimer Main Street® - Fund/VA	1,481	1,481	-	-
	Oppenheimer Main Street® Small Cap	369	-	369	-
	Oppenheimer Strategic Bond	2,350,521	1,514,577	835,944	996,074
Pax World Balanced		1,535,363	363,518	1,171,845	182,421
PIMCO NFJ Small-Cap Value		4,379	1	4,378	-
PIMCO VIT Real Return		1,377,653	495,693	881,960	-
Pioneer High Yield		41,804	2	41,802	-
Pioneer Variable Contracts Trust:
	Pioneer Equity Income	2,132,114	757,409	1,374,705	624,038
	Pioneer Fund	111	-	111	107,358
	Pioneer Fund VCT	182,191	91,003	91,188	-
	Pioneer High Yield VCT	1,158,236	739,060	419,176	-
	Pioneer Mid Cap Value VCT	3,023,990	605,598	2,418,392	738,490
Scudder Equity 500 Index		148	-	148	-
T. Rowe Price Mid-Cap Value		55,070	1,723	53,347	-
Templeton Foreign Fund		39,458	117	39,341	-
Templeton Growth		5,620	193	5,427	-
Templeton Income Trust:
	Templeton Global Bond	615,626	43,539	572,087	-
UBS U.S. Small Cap Growth		4,985	493	4,492	-
Vanguard® 500 Index		1,177	-	1,177	-
Vanguard® Variable Insurance		18,595	112	18,483	-
Wangers Advisors Trust:
	Wanger Select	394,479	199,589	194,890	-
	Wanger U.S. Smaller Companies	379,919	193,959	185,960	-
Washington Mutual InvestorsSM - Class R-3		116,876	2,064	114,812	-
Washington Mutual InvestorsSM - Class R-4		3,519,330	210,096	3,309,234	-










117


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

8. Unit Summary

Division/Contract		Units	Unit Value	Extended Value
AIM Health Sciences
Contracts in accumulation period:
	ING MAP PLUS NP17	2,121.300	$             10.00	$              21,213
		2,121.300		$              21,213
AIM Mid Cap Core Equity
Contracts in accumulation period:
	ING MAP PLUS NP11	17,646.931	$             11.08	$            195,528
	ING MAP PLUS NP30	78.708	10.99	865
		17,725.639		$            196,393
AIM Small Cap Growth
Contracts in accumulation period:
	Qualified XII (1.00)	1.772	$             10.72	$                     19
		1.772		$                     19



























118


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
AIM V.I. Capital Appreciation
Contracts in accumulation period:
	Qualified VI	942,381.562	$               9.22	$         8,688,758
	Qualified VIII	1,168.872	9.22	10,777
	Qualified X (1.15)	5,909.375	9.28	54,839
	Qualified X (1.25)	84,155.097	9.22	775,910
	Qualified XII (0.05)	15,921.152	9.55	152,047
	Qualified XII (0.15)	5,717.524	10.50	60,034
	Qualified XII (0.25)	31,699.897	9.77	309,708
	Qualified XII (0.30)	23,829.363	9.74	232,098
	Qualified XII (0.45)	4,462.902	9.65	43,067
	Qualified XII (0.55)	9,070.730	9.60	87,079
	Qualified XII (0.60)	16,659.324	10.35	172,424
	Qualified XII (0.65)	8,138.638	9.55	77,724
	Qualified XII (0.70)	57,773.319	9.52	550,002
	Qualified XII (0.75)	42,450.052	9.49	402,851
	Qualified XII (0.80)	126,641.544	9.46	1,198,029
	Qualified XII (0.85)	111,740.042	9.44	1,054,826
	Qualified XII (0.90)	3,820.617	9.41	35,952
	Qualified XII (0.95)	76,698.934	9.38	719,436
	Qualified XII (1.00)	201,848.611	9.36	1,889,303
	Qualified XII (1.05)	30,727.117	9.33	286,684
	Qualified XII (1.10)	30,094.624	9.30	279,880
	Qualified XII (1.15)	8,932.005	9.28	82,889
	Qualified XII (1.20)	4,519.135	9.25	41,802
	Qualified XII (1.25)	22,247.072	9.22	205,118
	Qualified XII (1.30)	4,186.956	9.20	38,520
	Qualified XII (1.35)	4,017.448	9.17	36,840
	Qualified XII (1.40)	14,390.164	9.15	131,670
	Qualified XII (1.45)	3,526.426	9.12	32,161
	Qualified XII (1.50)	11,909.351	9.09	108,256
	Qualified XV	5,425.855	9.36	50,786
	Qualified XVI	20,528.273	9.09	186,602
	Qualified XVII	938.570	9.23	8,663
	Qualified XVIII	5,097.616	9.23	47,051
	Qualified XXI	10,170.975	9.44	96,014
	Qualified XXIV	96,589.692	9.41	908,909
	Qualified XXV	16,697.983	9.42	157,295
	Qualified XXVI	3,280.128	9.36	30,702
	Qualified XXVII	214,415.599	5.77	1,237,178
	Qualified XXXII	828.333	10.80	8,946
	Qualified XXXIV (0.60)	3,211.594	10.35	33,240
		2,281,822.471		$       20,524,070

119

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
AIM V.I. Core Equity
Currently payable annuity contracts:				$              12,309
Contracts in accumulation period:
	Qualified VI	2,137,810.469	$               8.31	17,765,205
	Qualified VIII	726.747	8.30	6,032
	Qualified X (1.15)	1,296.886	8.35	10,829
	Qualified X (1.25)	143,502.166	8.31	1,192,503
	Qualified XII (0.05)	17,499.652	8.60	150,497
	Qualified XII (0.15)	2,793.471	11.18	31,231
	Qualified XII (0.25)	67,573.947	8.79	593,975
	Qualified XII (0.30)	22,710.376	8.77	199,170
	Qualified XII (0.45)	11,259.379	8.69	97,844
	Qualified XII (0.55)	38,654.513	8.64	333,975
	Qualified XII (0.60)	56,091.198	11.02	618,125
	Qualified XII (0.65)	4,679.743	8.59	40,199
	Qualified XII (0.70)	67,046.908	8.57	574,592
	Qualified XII (0.75)	50,383.041	8.55	430,775
	Qualified XII (0.80)	279,744.366	8.52	2,383,422
	Qualified XII (0.85)	167,903.529	8.50	1,427,180
	Qualified XII (0.90)	2,255.372	8.47	19,103
	Qualified XII (0.95)	120,403.788	8.45	1,017,412
	Qualified XII (1.00)	632,274.703	8.42	5,323,753
	Qualified XII (1.05)	106,782.143	8.40	896,970
	Qualified XII (1.10)	58,397.852	8.38	489,374
	Qualified XII (1.15)	36,127.185	8.35	301,662
	Qualified XII (1.20)	4,804.801	8.33	40,024
	Qualified XII (1.25)	36,651.023	8.31	304,570
	Qualified XII (1.30)	436.232	8.28	3,612
	Qualified XII (1.35)	4,625.181	8.26	38,204
	Qualified XII (1.40)	22,295.504	8.23	183,492
	Qualified XII (1.45)	3,197.686	8.21	26,253
	Qualified XII (1.50)	13,406.838	8.19	109,802
	Qualified XV	6,401.660	8.43	53,966
	Qualified XVI	42,845.422	8.19	350,904
	Qualified XVII	2,773.525	8.31	23,048
	Qualified XVIII	7,404.572	8.31	61,532
	Qualified XXI	6,085.059	8.50	51,723
	Qualified XXIV	54,407.429	8.48	461,375
	Qualified XXV	24,107.901	8.48	204,435
	Qualified XXVI	17,356.109	8.43	146,312
	Qualified XXVII	341,503.459	6.65	2,270,998
	Qualified XXXII	3,018.638	11.16	33,688
	Qualified XXXIII (0.65)	206.009	11.15	2,297
	Qualified XXXIV (0.60)	2,782.305	11.02	30,661
		4,620,226.787		$       38,313,033

120

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
AIM V.I. Growth
Contracts in accumulation period:
	Qualified VI	1,324,872.089	$               5.84	$         7,737,253
	Qualified X (1.15)	1,052.041	5.88	6,186
	Qualified X (1.25)	127,838.528	5.84	746,577
	Qualified XII (0.05)	8,494.069	6.07	51,559
	Qualified XII (0.15)	1,979.049	9.26	18,326
	Qualified XII (0.25)	23,934.088	6.19	148,152
	Qualified XII (0.30)	22,102.918	6.17	136,375
	Qualified XII (0.45)	288.072	6.12	1,763
	Qualified XII (0.55)	18,988.487	6.08	115,450
	Qualified XII (0.60)	13,198.465	9.12	120,370
	Qualified XII (0.65)	11,707.769	6.05	70,832
	Qualified XII (0.70)	75,997.679	6.03	458,266
	Qualified XII (0.75)	28,167.555	6.01	169,287
	Qualified XII (0.80)	183,652.254	5.99	1,100,077
	Qualified XII (0.85)	192,221.572	5.98	1,149,485
	Qualified XII (0.90)	3,856.879	5.96	22,987
	Qualified XII (0.95)	121,858.923	5.94	723,842
	Qualified XII (1.00)	276,501.011	5.93	1,639,651
	Qualified XII (1.05)	58,460.576	5.91	345,502
	Qualified XII (1.10)	45,644.143	5.89	268,844
	Qualified XII (1.15)	12,576.190	5.88	73,948
	Qualified XII (1.20)	10,063.140	5.86	58,970
	Qualified XII (1.25)	30,867.637	5.84	180,267
	Qualified XII (1.30)	711.320	5.83	4,147
	Qualified XII (1.35)	3,415.491	5.81	19,844
	Qualified XII (1.40)	24,265.975	5.79	140,500
	Qualified XII (1.45)	1,707.439	5.78	9,869
	Qualified XII (1.50)	10,115.104	5.76	58,263
	Qualified XV	9,649.748	5.95	57,416
	Qualified XVI	41,815.798	5.76	240,859
	Qualified XVII	3,350.769	5.85	19,602
	Qualified XVIII	4,704.958	5.85	27,524
	Qualified XXI	9,981.000	6.00	59,886
	Qualified XXIV	58,064.765	5.96	346,066
	Qualified XXV	14,648.743	5.97	87,453
	Qualified XXVI	16,886.003	5.93	100,134
	Qualified XXVII	229,492.601	4.46	1,023,537
	Qualified XXXII	1,913.653	11.06	21,165
	Qualified XXXIV (0.60)	3,837.062	9.12	34,994
		3,028,883.563		$       17,595,228

121

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
AIM V.I. Premier Equity
Currently payable annuity contracts:				$                4,251
Contracts in accumulation period:
	Qualified VI	939,734.678	$               7.44	6,991,626
	Qualified VIII	4.570	7.44	34
	Qualified X (1.15)	9,256.685	7.48	69,240
	Qualified X (1.25)	91,125.537	7.44	677,974
	Qualified XII (0.05)	6,843.376	7.70	52,694
	Qualified XII (0.15)	1,909.550	9.11	17,396
	Qualified XII (0.25)	17,822.081	7.88	140,438
	Qualified XII (0.30)	20,275.572	7.86	159,366
	Qualified XII (0.45)	128,592.683	7.79	1,001,737
	Qualified XII (0.55)	36,407.355	7.75	282,157
	Qualified XII (0.60)	18,466.704	8.98	165,831
	Qualified XII (0.65)	12,647.013	7.70	97,382
	Qualified XII (0.70)	106,770.313	7.68	819,996
	Qualified XII (0.75)	31,024.805	7.66	237,650
	Qualified XII (0.80)	200,397.513	7.64	1,531,037
	Qualified XII (0.85)	87,936.400	7.61	669,196
	Qualified XII (0.90)	8,499.077	7.59	64,508
	Qualified XII (0.95)	145,707.530	7.57	1,103,006
	Qualified XII (1.00)	249,070.199	7.55	1,880,480
	Qualified XII (1.05)	52,139.043	7.53	392,607
	Qualified XII (1.10)	42,708.788	7.51	320,743
	Qualified XII (1.15)	9,045.855	7.48	67,663
	Qualified XII (1.20)	2,793.968	7.46	20,843
	Qualified XII (1.25)	35,279.167	7.44	262,477
	Qualified XII (1.30)	764.690	7.42	5,674
	Qualified XII (1.35)	11,894.325	7.40	88,018
	Qualified XII (1.40)	16,723.307	7.38	123,418
	Qualified XII (1.45)	554.076	7.36	4,078
	Qualified XII (1.50)	3,819.210	7.34	28,033
	Qualified XV	5,023.443	7.55	37,927
	Qualified XVI	20,767.574	7.34	152,434
	Qualified XVII	3,889.933	7.45	28,980
	Qualified XVIII	2,024.832	7.45	15,085
	Qualified XXI	4,259.790	7.61	32,417
	Qualified XXIV	84,882.500	7.60	645,107
	Qualified XXV	8,399.473	7.60	63,836
	Qualified XXVI	1,228.610	7.55	9,276
	Qualified XXVII	197,458.851	6.44	1,271,635
	Qualified XXXII	227.618	10.79	2,456
	Qualified XXXIV (0.60)	10,832.740	8.98	97,278
		2,627,209.434		$       19,635,984

122

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Alliance Bernstein Growth and Income Fund
Contracts in accumulation period:
	ING MAP PLUS NP16	2,044.558	$             10.75	$              21,979
		2,044.558		$              21,979
Alliance Bernstein Growth and Income Portfolio
Contracts in accumulation period:
	Qualified X (1.25)	4,425.201	$             11.23	$              49,695
		4,425.201		$              49,695
American Balanced Fund®
Contracts in accumulation period:
	ING MAP PLUS NP11	4,474.410	$             10.59	$              47,384
	ING MAP PLUS NP14	1,203.024	10.58	12,728
	ING MAP PLUS NP15	40,987.607	10.57	433,239
	ING MAP PLUS NP17	8,141.154	10.57	86,052
	ING MAP PLUS NP22	40,105.124	10.54	422,708
	ING MAP PLUS NP23	307.305	10.54	3,239
	ING MAP PLUS NP26	90.494	10.52	952
	ING MAP PLUS NP27	132.605	10.52	1,395
	ING MAP PLUS NP29	8,691.246	10.51	91,345
	ING MAP PLUS NP30	11.238	10.50	118
	ING MAP PLUS NP7	1,265.504	10.61	13,427
	ING MAP PLUS NP9	14,730.095	10.60	156,139
		120,139.806		$         1,268,726
American Century® Income & Growth
Contracts in accumulation period:
	Qualified XII (1.10)	2,144.937	$             30.91	$              66,300
	Qualified XXVII	430,968.894	10.03	4,322,618
		433,113.831		$         4,388,918
Ariel Appreciation
Contracts in accumulation period:
	ING MAP PLUS NP11	8,011.883	$             10.94	$              87,650
	ING MAP PLUS NP15	7,898.351	10.92	86,250
	ING MAP PLUS NP19	140.918	10.90	1,536
	ING MAP PLUS NP22	1,563.236	10.88	17,008
		17,614.388		$            192,444





123


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Ariel
Contracts in accumulation period:
	ING MAP PLUS NP19	2,340.256	$             11.70	$              27,381
	ING MAP PLUS NP22	9,711.130	11.68	113,426
	ING MAP PLUS NP26	1,140.995	11.66	13,304
		13,192.381		$            154,111
Baron Asset
Contracts in accumulation period:
	ING MAP PLUS NP14	3,932.511	$             12.15	$              47,780
	ING MAP PLUS NP15	185.761	12.15	2,257
	ING MAP PLUS NP16	1,480.066	12.14	17,968
	ING MAP PLUS NP17	3,615.486	12.14	43,892
	ING MAP PLUS NP22	387.201	12.11	4,689
	ING MAP PLUS NP9	1,485.714	12.18	18,096
		11,086.739		$            134,682
Baron Growth
Contracts in accumulation period:
	ING MAP PLUS NP14	8,181.291	$             12.08	$              98,830
	ING MAP PLUS NP15	7,742.053	12.08	93,524
	ING MAP PLUS NP16	6,305.633	12.07	76,109
	ING MAP PLUS NP17	2,946.562	12.07	35,565
	ING MAP PLUS NP19	3,443.781	12.06	41,532
	ING MAP PLUS NP22	707.226	12.04	8,515
	ING MAP PLUS NP23	1,049.210	12.03	12,622
	ING MAP PLUS NP27	16.985	12.01	204
	ING MAP PLUS NP7	2,048.515	12.12	24,828
		32,441.256		$            391,729















124


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Calvert Social Balanced
Contracts in accumulation period:
	Qualified V	335.057	$             22.05	$                7,388
	Qualified VI	939,746.700	21.82	20,505,273
	Qualified VIII	5,714.084	19.81	113,196
	Qualified X (1.15)	1,106.305	11.26	12,457
	Qualified X (1.25)	66,551.968	11.18	744,051
	Qualified XII (0.05)	3,837.747	22.81	87,539
	Qualified XII (0.15)	3,396.934	11.09	37,672
	Qualified XII (0.25)	99,891.838	12.13	1,211,688
	Qualified XII (0.30)	96,180.645	12.09	1,162,824
	Qualified XII (0.40)	91,688.863	16.79	1,539,456
	Qualified XII (0.45)	23,627.318	11.97	282,819
	Qualified XII (0.55)	10,432.969	11.89	124,048
	Qualified XII (0.60)	16,311.814	11.85	193,295
	Qualified XII (0.65)	14,260.321	11.82	168,557
	Qualified XII (0.70)	171,058.404	11.78	2,015,068
	Qualified XII (0.75)	144,238.330	11.74	1,693,358
	Qualified XII (0.80)	136,946.385	12.31	1,685,810
	Qualified XII (0.85)	204,430.849	16.37	3,346,533
	Qualified XII (0.90)	9,190.774	12.14	111,576
	Qualified XII (0.95)	52,198.521	16.23	847,182
	Qualified XII (1.00)	409,056.374	16.16	6,610,351
	Qualified XII (1.05)	39,360.783	16.09	633,315
	Qualified XII (1.10)	41,804.182	16.02	669,703
	Qualified XII (1.15)	14,502.257	15.95	231,311
	Qualified XII (1.20)	11,929.030	15.88	189,433
	Qualified XII (1.25)	16,388.046	15.81	259,095
	Qualified XII (1.30)	2,160.381	15.75	34,026
	Qualified XII (1.35)	3,526.148	15.68	55,290
	Qualified XII (1.40)	14,456.054	15.61	225,659
	Qualified XII (1.45)	918.211	15.54	14,269
	Qualified XII (1.50)	2,058.527	15.48	31,866
	Qualified XV	2,919.374	22.35	65,248
	Qualified XVI	37,768.458	21.40	808,245
	Qualified XVII	700.504	21.82	15,285
	Qualified XVIII	9,408.765	11.18	105,190
	Qualified XXI	3,525.555	22.54	79,466
	Qualified XXIV	29,889.422	16.26	486,002
	Qualified XXV	5,605.653	22.29	124,950
	Qualified XXVI	289.024	22.14	6,399
	Qualified XXVII	578,904.407	29.27	16,944,532
	Qualified XXVIII	90,261.018	29.09	2,625,693
	Qualified XXXII	1,364.344	10.91	14,885
	Qualified XXXIV (0.60)	4,209.114	11.85	49,878
		3,412,151.457		$       66,169,881

125

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
EuroPacific Growth Fund® - Class R-3
Contracts in accumulation period:
	ING MAP PLUS NP11	12,073.466	$             11.57	$            139,690
	ING MAP PLUS NP14	9,973.333	11.55	115,192
	ING MAP PLUS NP15	14,504.069	11.55	167,522
	ING MAP PLUS NP19	2,624.631	11.53	30,262
	ING MAP PLUS NP23	173.675	11.51	1,999
	ING MAP PLUS NP29	3,558.064	11.47	40,811
	ING MAP PLUS NP9	4,955.872	11.58	57,389
		47,863.110		$            552,865
EuroPacific Growth Fund® - Class R-4
Contracts in accumulation period:
	Qualified VI	589,758.166	11.45	6,752,731
	Qualified XII (0.55)	917.131	11.50	10,547
	Qualified XII (0.60)	700.174	11.50	8,052
	Qualified XII (0.70)	14,216.710	11.49	163,350
	Qualified XII (0.75)	24,395.910	11.49	280,309
	Qualified XII (0.80)	295,307.665	11.48	3,390,132
	Qualified XII (0.85)	24,648.780	11.48	282,968
	Qualified XII (0.90)	754.007	11.48	8,656
	Qualified XII (0.95)	29,103.662	11.47	333,819
	Qualified XII (1.00)	362,008.195	11.47	4,152,234
	Qualified XII (1.05)	11,698.257	11.47	134,179
	Qualified XII (1.10)	26,520.419	11.46	303,924
	Qualified XII (1.15)	1,515.794	11.46	17,371
	Qualified XII (1.20)	214.061	11.45	2,451
	Qualified XII (1.25)	3,553.188	11.45	40,684
	Qualified XII (1.35)	1,297.290	11.44	14,841
	Qualified XII (1.40)	2,665.559	11.44	30,494
	Qualified XII (1.45)	339.370	11.43	3,879
	Qualified XII (1.50)	2.537	11.43	29
	Qualified XVI	3,097.288	11.43	35,402
	Qualified XVII	5,731.038	11.47	65,735
	Qualified XXIV	27,480.435	11.96	328,666
		1,425,925.636		$       16,360,453








126


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Evergreen Special Values
Contracts in accumulation period:
	ING MAP PLUS NP11	2,719.056	$             11.65	$              31,677
	ING MAP PLUS NP14	3,008.083	11.63	34,984
	ING MAP PLUS NP15	3,045.572	11.63	35,420
	ING MAP PLUS NP16	1,597.074	11.62	18,558
	ING MAP PLUS NP26	104.581	11.57	1,210
	ING MAP PLUS NP27	18.426	11.56	213
	ING MAP PLUS NP7	1,888.860	11.67	22,043
	Qualified V	317.664	18.06	5,737
	Qualified VI	460,931.721	18.19	8,384,348
	Qualified XII (0.55)	1,086.354	18.76	20,380
	Qualified XII (0.60)	336.378	18.72	6,297
	Qualified XII (0.65)	155.514	18.68	2,905
	Qualified XII (0.70)	16,062.500	18.64	299,405
	Qualified XII (0.75)	3,304.462	18.60	61,463
	Qualified XII (0.80)	28,777.790	18.55	533,828
	Qualified XII (0.85)	21,368.936	18.51	395,539
	Qualified XII (0.90)	491.337	18.47	9,075
	Qualified XII (0.95)	48,298.046	18.43	890,133
	Qualified XII (1.00)	322,471.343	18.39	5,930,248
	Qualified XII (1.05)	12,774.224	18.35	234,407
	Qualified XII (1.10)	7,951.611	18.31	145,594
	Qualified XII (1.15)	2,723.645	18.27	49,761
	Qualified XII (1.20)	1,332.913	18.23	24,299
	Qualified XII (1.25)	6,363.936	18.19	115,760
	Qualified XII (1.35)	18.774	18.11	340
	Qualified XII (1.40)	3,376.591	18.07	61,015
	Qualified XII (1.45)	328.841	18.03	5,929
	Qualified XII (1.50)	83.102	17.99	1,495
	Qualified XVI	7,700.223	17.99	138,527
	Qualified XVII	1,247.554	18.19	22,693
	Qualified XXIV	6,804.270	18.50	125,879
	Qualified XXVII	1,643,534.468	18.22	29,945,198
		2,610,223.849		$       47,554,360









127


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Fidelity® Advisor Mid Cap
Contracts in accumulation period:
	ING MAP PLUS NP11	5,351.972	$             11.41	$              61,066
	ING MAP PLUS NP15	9,886.830	11.39	112,611
	ING MAP PLUS NP17	1,723.902	11.38	19,618
	ING MAP PLUS NP19	3,041.864	11.37	34,586
	ING MAP PLUS NP21	854.753	11.36	9,710
	ING MAP PLUS NP22	1,876.652	11.35	21,300
	ING MAP PLUS NP23	375.771	11.35	4,265
	ING MAP PLUS NP26	887.467	11.33	10,055
	ING MAP PLUS NP27	20.036	11.33	227
	ING MAP PLUS NP30	24.315	11.31	275
	ING MAP PLUS NP7	461.330	11.43	5,273
	ING MAP PLUS NP9	12,590.718	11.42	143,786
		37,095.610		$            422,772
Fidelity® VIP Contrafund®
Currently payable annuity contracts:				$         1,619,264
Contracts in accumulation period:		-
	ING MAP PLUS NP10	4,841.893	$             11.41	55,246
	ING MAP PLUS NP11	8,558.896	11.41	97,657
	ING MAP PLUS NP14	14,324.320	11.39	163,154
	ING MAP PLUS NP15	75.242	11.39	857
	ING MAP PLUS NP17	7,422.671	11.38	84,470
	ING MAP PLUS NP19	3,585.400	11.37	40,766
	ING MAP PLUS NP21	1,844.894	11.36	20,958
	ING MAP PLUS NP22	26,765.639	11.35	303,790
	ING MAP PLUS NP26	655.958	11.33	7,432
	ING MAP PLUS NP27	35.393	11.33	401
	ING MAP PLUS NP29	7,981.714	11.32	90,353
	ING MAP PLUS NP30	107.604	11.31	1,217
	ING MAP PLUS NP7	2,226.160	11.43	25,445
	ING MAP PLUS NP9	26,855.517	11.42	306,690
	Qualified V	6,763.062	24.69	166,980
	Qualified VI	10,166,479.076	24.90	253,145,329
	Qualified VIII	5,661.557	25.05	141,822
	Qualified X (1.15)	94,685.982	28.25	2,674,879
	Qualified X (1.25)	896,870.408	27.98	25,094,434
	Qualified XII (0.05)	113,204.573	26.02	2,945,583
	Qualified XII (0.15)	91,278.804	13.21	1,205,793
	Qualified XII (0.25)	756,701.032	15.50	11,728,866
	Qualified XII (0.30)	202,143.819	15.45	3,123,122
	Qualified XII (0.40)	478,760.059	23.81	11,399,277


128


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
Fidelity® VIP Contrafund®
	(continued)
		Qualified XII (0.45)	659,806.737	$             15.29	$       10,088,445
		Qualified XII (0.55)	241,303.884	15.19	3,665,406
		Qualified XII (0.60)	702,963.276	15.14	10,642,864
		Qualified XII (0.65)	139,632.604	15.09	2,107,056
		Qualified XII (0.70)	855,660.639	15.04	12,869,136
		Qualified XII (0.75)	779,689.526	14.99	11,687,546
		Qualified XII (0.80)	2,927,046.014	16.43	48,091,366
		Qualified XII (0.85)	687,424.806	23.22	15,962,004
		Qualified XII (0.90)	102,009.279	15.95	1,627,048
		Qualified XII (0.95)	771,059.383	23.02	17,749,787
		Qualified XII (1.00)	4,557,462.653	22.92	104,457,044
		Qualified XII (1.05)	338,621.779	22.82	7,727,349
		Qualified XII (1.10)	198,817.862	22.73	4,519,130
		Qualified XII (1.15)	237,826.381	22.63	5,382,011
		Qualified XII (1.20)	36,012.472	22.53	811,361
		Qualified XII (1.25)	129,477.842	22.43	2,904,188
		Qualified XII (1.30)	5,931.602	22.34	132,512
		Qualified XII (1.35)	19,628.103	22.24	436,529
		Qualified XII (1.40)	48,131.707	22.14	1,065,636
		Qualified XII (1.45)	6,547.438	22.05	144,371
		Qualified XII (1.50)	20,847.107	21.95	457,594
		Qualified XV	36,903.802	25.51	941,416
		Qualified XVI	222,008.641	24.42	5,421,451
		Qualified XVII	25,722.490	24.90	640,490
		Qualified XVIII	30,712.938	27.98	859,348
		Qualified XXI	78,803.188	25.72	2,026,818
		Qualified XXIV	257,773.113	23.06	5,944,248
		Qualified XXV	114,121.982	25.43	2,902,122
		Qualified XXVI	17,373.328	25.27	439,024
		Qualified XXVII	3,987,862.908	28.47	113,534,457
		Qualified XXVIII	1,134,941.060	28.30	32,118,832
		Qualified XXXII	46,416.186	11.80	547,711
		Qualified XXXIII (0.65)	18,404.935	13.17	242,393
		Qualified XXXIV (0.60)	44,362.219	15.14	671,644
			32,399,137.557		$     743,262,122







129


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Fidelity® VIP Equity-Income
Currently payable annuity contracts:				$            795,418
Contracts in accumulation period:
	ING MAP PLUS NP14	8,594.220	$             10.90	93,677
	ING MAP PLUS NP15	249.633	10.90	2,721
	ING MAP PLUS NP26	37.638	10.84	408
	Qualified V	1,472.325	21.03	30,963
	Qualified VI	6,238,986.374	21.43	133,701,478
	Qualified VIII	6,687.629	21.34	142,714
	Qualified X (1.15)	115,108.819	27.10	3,119,449
	Qualified X (1.25)	944,028.870	26.81	25,309,414
	Qualified XI	1,412.401	22.66	32,005
	Qualified XII (0.05)	63,618.446	22.39	1,424,417
	Qualified XII (0.15)	86,882.794	11.74	1,020,004
	Qualified XII (0.25)	553,783.936	13.01	7,204,729
	Qualified XII (0.30)	207,162.577	12.96	2,684,827
	Qualified XII (0.40)	365,386.545	19.62	7,168,884
	Qualified XII (0.45)	314,974.357	12.83	4,041,121
	Qualified XII (0.55)	162,010.588	12.75	2,065,635
	Qualified XII (0.60)	825,794.965	12.71	10,495,854
	Qualified XII (0.65)	69,693.291	12.67	883,014
	Qualified XII (0.70)	493,970.206	12.62	6,233,904
	Qualified XII (0.75)	789,312.718	12.58	9,929,554
	Qualified XII (0.80)	1,848,160.673	13.68	25,282,838
	Qualified XII (0.85)	707,385.311	19.13	13,532,281
	Qualified XII (0.90)	55,599.401	13.37	743,364
	Qualified XII (0.95)	568,436.320	18.97	10,783,237
	Qualified XII (1.00)	1,606,502.117	18.89	30,346,825
	Qualified XII (1.05)	229,307.234	18.80	4,310,976
	Qualified XII (1.10)	191,321.474	18.72	3,581,538
	Qualified XII (1.15)	110,055.150	18.64	2,051,428
	Qualified XII (1.20)	27,999.731	18.56	519,675
	Qualified XII (1.25)	109,939.069	18.48	2,031,674
	Qualified XII (1.30)	4,707.717	18.40	86,622
	Qualified XII (1.35)	11,384.989	18.32	208,573
	Qualified XII (1.40)	58,806.908	18.24	1,072,638
	Qualified XII (1.45)	5,407.925	18.17	98,262
	Qualified XII (1.50)	9,873.411	18.09	178,610
	Qualified XV	32,806.515	21.95	720,103
	Qualified XVI	184,225.452	21.02	3,872,419
	Qualified XVII	13,039.664	21.43	279,440
	Qualified XVIII	25,554.457	26.81	685,115
	Qualified XXI	41,497.741	22.13	918,345


130


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
Fidelity® VIP Equity-Income
	(continued)
		Qualified XXIV	159,398.368	$             19.00	$         3,028,569
		Qualified XXV	57,825.137	21.88	1,265,214
		Qualified XXVI	27,716.192	21.74	602,550
		Qualified XXVII	2,369,316.975	22.68	53,736,109
		Qualified XXVIII	1,226,563.443	22.54	27,646,740
		Qualified XXXII	37,708.564	11.56	435,911
		Qualified XXXIV (0.60)	54,204.721	12.71	688,942
			21,023,912.991		$     405,088,188
Fidelity® VIP Growth
Currently payable annuity contracts:					$            420,537
Contracts in accumulation period:
		ING MAP PLUS NP17	2,107.419	$               9.84	20,737
		ING MAP PLUS NP26	49.081	9.80	481
		Qualified V	1,073.396	17.14	18,398
		Qualified VI	9,263,905.992	17.19	159,246,544
		Qualified VIII	10,663.694	17.38	185,335
		Qualified X (1.15)	128,759.603	24.16	3,110,832
		Qualified X (1.25)	1,100,525.774	23.90	26,302,566
		Qualified XII (0.05)	32,419.098	17.96	582,247
		Qualified XII (0.15)	94,933.893	9.53	904,720
		Qualified XII (0.25)	658,026.615	11.61	7,639,689
		Qualified XII (0.30)	175,324.200	11.57	2,028,501
		Qualified XII (0.45)	559,932.809	11.46	6,416,830
		Qualified XII (0.55)	241,508.084	11.38	2,748,362
		Qualified XII (0.60)	552,845.198	11.35	6,274,793
		Qualified XII (0.65)	147,326.349	11.31	1,666,261
		Qualified XII (0.70)	813,946.850	11.27	9,173,181
		Qualified XII (0.75)	1,072,839.091	11.23	12,047,983
		Qualified XII (0.80)	2,136,201.060	12.27	26,211,187
		Qualified XII (0.85)	1,247,419.827	16.14	20,133,356
		Qualified XII (0.90)	88,223.886	11.89	1,048,982
		Qualified XII (0.95)	707,614.250	16.00	11,321,828
		Qualified XII (1.00)	2,761,409.165	15.93	43,989,248
		Qualified XII (1.05)	395,235.876	15.86	6,268,441
		Qualified XII (1.10)	252,036.606	15.79	3,979,658
		Qualified XII (1.15)	105,129.198	15.72	1,652,631
		Qualified XII (1.20)	49,507.663	15.66	775,290
		Qualified XII (1.25)	108,714.240	15.59	1,694,855
		Qualified XII (1.30)	20,564.498	15.52	319,161
		Qualified XII (1.35)	28,241.554	15.45	436,332
		Qualified XII (1.40)	74,235.217	15.39	1,142,480


131


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
Fidelity® VIP Growth
	(continued)
		Qualified XII (1.45)	4,572.650	$             15.32	$              70,053
		Qualified XII (1.50)	18,808.852	15.25	286,835
		Qualified XV	38,369.449	17.61	675,686
		Qualified XVI	246,400.949	16.86	4,154,320
		Qualified XVII	13,943.630	17.19	239,691
		Qualified XVIII	42,612.552	23.90	1,018,440
		Qualified XXI	110,098.029	17.76	1,955,341
		Qualified XXIV	329,860.325	16.03	5,287,661
		Qualified XXV	200,572.706	17.55	3,520,051
		Qualified XXVI	44,951.434	17.44	783,953
		Qualified XXXII	53,573.460	10.55	565,200
		Qualified XXXIII (0.65)	3,972.211	9.50	37,736
		Qualified XXXIV (0.60)	86,510.132	11.35	981,890
			24,024,966.565		$     377,338,303
Fidelity® VIP High Income
Currently payable annuity contracts:					$              92,642
Contracts in accumulation period:
		Qualified XXVII	424,740.088	$               9.03	3,835,403
		Qualified XXVIII	142,798.663	8.98	1,282,332
			567,538.751		$         5,210,377
Fidelity® VIP Asset ManagerSM
Contracts in accumulation period:
		Qualified XXVII	1,017,630.719	$             18.23	$       18,551,408
		Qualified XXVIII	98,070.238	18.11	1,776,052
			1,115,700.957		$       20,327,460
Fidelity® VIP Index 500
Contracts in accumulation period:
		Qualified XXVII	4,392,230.429	$             23.53	$     103,349,182
		Qualified XXVIII	573,710.265	23.38	13,413,346
			4,965,940.694		$     116,762,528









132


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Fidelity® VIP Overseas
Contracts in accumulation period:
	Qualified V	242.915	$             14.75	$                3,583
	Qualified VI	1,258,870.073	14.97	18,845,285
	Qualified VIII	795.521	14.96	11,901
	Qualified X (1.15)	21,470.686	15.59	334,728
	Qualified X (1.25)	148,158.885	15.42	2,284,610
	Qualified XII (0.05)	20,316.677	15.65	317,956
	Qualified XII (0.15)	6,556.235	12.27	80,445
	Qualified XII (0.25)	109,081.091	11.00	1,199,892
	Qualified XII (0.30)	39,274.658	10.97	430,843
	Qualified XII (0.45)	44,140.423	10.86	479,365
	Qualified XII (0.55)	13,036.700	10.79	140,666
	Qualified XII (0.60)	66,264.351	12.09	801,136
	Qualified XII (0.65)	28,070.336	10.72	300,914
	Qualified XII (0.70)	70,857.865	10.68	756,762
	Qualified XII (0.75)	45,057.089	10.65	479,858
	Qualified XII (0.80)	225,460.624	11.86	2,673,963
	Qualified XII (0.85)	78,255.705	14.81	1,158,967
	Qualified XII (0.90)	6,521.525	11.80	76,954
	Qualified XII (0.95)	91,363.624	14.68	1,341,218
	Qualified XII (1.00)	193,880.027	14.62	2,834,526
	Qualified XII (1.05)	29,915.728	14.56	435,573
	Qualified XII (1.10)	27,191.724	14.50	394,280
	Qualified XII (1.15)	26,652.876	14.43	384,601
	Qualified XII (1.20)	7,734.795	14.37	111,149
	Qualified XII (1.25)	15,875.681	14.31	227,181
	Qualified XII (1.30)	5,755.649	14.25	82,018
	Qualified XII (1.35)	2,330.655	14.19	33,072
	Qualified XII (1.40)	6,899.504	14.12	97,421
	Qualified XII (1.45)	1,539.189	14.06	21,641
	Qualified XII (1.50)	1,862.428	14.00	26,074
	Qualified XV	8,677.510	15.34	133,113
	Qualified XVI	33,035.398	14.69	485,290
	Qualified XVII	6,644.422	14.97	99,467
	Qualified XVIII	4,480.091	15.42	69,083
	Qualified XXI	8,503.685	15.47	131,552
	Qualified XXIV	47,940.381	14.71	705,203
	Qualified XXV	35,156.835	15.29	537,548
	Qualified XXVI	2,815.997	15.19	42,775
	Qualified XXVII	289,347.059	8.33	2,410,261
	Qualified XXXII	2,875.952	11.81	33,965
	Qualified XXXIV (0.60)	3,446.815	12.09	41,672
		3,036,357.384		$       41,056,511

133

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Franklin Small-Mid Cap Growth
Contracts in accumulation period:
	ING MAP PLUS NP15	137.305	$             10.91	$                1,498
	ING MAP PLUS NP23	261.637	10.87	2,844
	ING MAP PLUS NP29	6,030.074	10.84	65,366
		6,429.016		$              69,708
Franklin Small Cap Value Securities
Currently payable annuity contracts:				$            303,235
Contracts in accumulation period:
	ING MAP PLUS NP26	17.628	$             12.14	214
	ING MAP PLUS NP30	42.361	12.11	513
	NYSUT 457	212,287.753	16.33	3,466,659
	Qualified V	86.330	14.63	1,263
	Qualified VI	1,190,342.692	14.71	17,509,941
	Qualified X (1.15)	34,216.125	14.76	505,030
	Qualified X (1.25)	144,474.167	14.71	2,125,215
	Qualified XI	1,402.694	15.22	21,349
	Qualified XII (0.45)	488.426	15.12	7,385
	Qualified XII (0.55)	32,876.576	15.07	495,450
	Qualified XII (0.60)	36,672.141	15.04	551,549
	Qualified XII (0.65)	21,695.673	15.02	325,869
	Qualified XII (0.70)	95,936.491	14.99	1,438,088
	Qualified XII (0.75)	20,723.463	14.96	310,023
	Qualified XII (0.80)	124,155.957	14.94	1,854,890
	Qualified XII (0.85)	164,023.005	14.91	2,445,583
	Qualified XII (0.90)	4,281.464	14.89	63,751
	Qualified XII (0.95)	113,358.412	14.86	1,684,506
	Qualified XII (1.00)	602,591.846	14.84	8,942,463
	Qualified XII (1.05)	34,478.258	14.81	510,623
	Qualified XII (1.10)	24,913.938	14.78	368,228














134


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
Franklin Small Cap Value Securities
	(continued)
		Qualified XII (1.15)	10,292.141	$             14.76	$            151,912
		Qualified XII (1.20)	2,443.788	14.73	35,997
		Qualified XII (1.25)	24,928.620	14.71	366,700
		Qualified XII (1.30)	2,748.569	14.68	40,349
		Qualified XII (1.35)	445.157	14.66	6,526
		Qualified XII (1.40)	5,835.338	14.63	85,371
		Qualified XII (1.45)	2,065.229	14.61	30,173
		Qualified XII (1.50)	1,131.687	14.58	16,500
		Qualified XV	4,472.678	14.86	66,464
		Qualified XVI	22,125.377	14.58	322,588
		Qualified XVII	4,340.381	14.71	63,847
		Qualified XVIII	7,755.677	14.71	114,086
		Qualified XXI	20,825.636	14.94	311,135
		Qualified XXIV	72,777.934	14.91	1,085,119
		Qualified XXV	26,961.230	14.96	403,340
		Qualified XXVI	22,676.092	14.89	337,647
		Qualified XXVIII	250,383.143	14.00	3,505,364
		Qualified XXXII	2,781.976	12.65	35,192
		Qualified XXXIII (0.65)	11,968.058	15.09	180,598
		Qualified XXXIV (0.60)	2,744.282	15.04	41,274
			3,358,768.393		$       50,132,009
The Growth Fund of America® - Class R-3
Contracts in accumulation period:
		ING MAP PLUS NP11	19,476.753	$             10.84	$            211,128
		ING MAP PLUS NP14	9,748.336	10.82	105,477
		ING MAP PLUS NP15	37,891.035	10.82	409,981
		ING MAP PLUS NP16	3,833.210	10.81	41,437
		ING MAP PLUS NP17	13,508.789	10.81	146,030
		ING MAP PLUS NP19	4,723.704	10.80	51,016
		ING MAP PLUS NP21	1,764.041	10.79	19,034
		ING MAP PLUS NP22	10,740.167	10.78	115,779
		ING MAP PLUS NP23	2,079.592	10.78	22,418
		ING MAP PLUS NP26	2,617.194	10.76	28,161
		ING MAP PLUS NP29	14,356.465	10.75	154,332
		ING MAP PLUS NP30	54.469	10.74	585
		ING MAP PLUS NP7	1,384.899	10.86	15,040
			122,178.654		$         1,320,418






135


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
The Growth Fund of America® - Class R-4
Contracts in accumulation period:
	Qualified V	1,154.209	$             10.81	$              12,477
	Qualified VI	1,485,898.521	10.82	16,077,422
	Qualified XII (0.45)	410.120	10.87	4,458
	Qualified XII (0.55)	12,419.320	10.87	134,998
	Qualified XII (0.60)	13,838.029	10.86	150,281
	Qualified XII (0.65)	4,320.350	10.86	46,919
	Qualified XII (0.70)	66,111.234	10.86	717,968
	Qualified XII (0.75)	82,378.157	10.85	893,803
	Qualified XII (0.80)	1,633,839.262	10.85	17,727,156
	Qualified XII (0.85)	128,792.995	10.85	1,397,404
	Qualified XII (0.90)	6,068.634	10.84	65,784
	Qualified XII (0.95)	65,090.037	10.84	705,576
	Qualified XII (1.00)	1,026,654.479	10.83	11,118,668
	Qualified XII (1.05)	66,318.375	10.83	718,228
	Qualified XII (1.10)	39,555.217	10.83	428,383
	Qualified XII (1.15)	9,196.858	10.82	99,510
	Qualified XII (1.20)	3,356.008	10.82	36,312
	Qualified XII (1.25)	29,614.787	10.82	320,432
	Qualified XII (1.30)	546.716	10.81	5,910
	Qualified XII (1.35)	54.949	10.81	594
	Qualified XII (1.40)	4,306.383	10.81	46,552
	Qualified XII (1.45)	983.334	10.80	10,620
	Qualified XII (1.50)	476.203	10.80	5,143
	Qualified XVI	17,915.463	10.80	193,487
	Qualified XVII	9,088.551	10.83	98,429
	Qualified XXIV	29,126.840	11.14	324,473
		4,737,515.031		$       51,340,987
The Income Fund of America® - Class R-3
Contracts in accumulation period:
	ING MAP PLUS NP14	1,987.421	$             11.05	$              21,961
	ING MAP PLUS NP19	1,293.648	11.02	14,256
	ING MAP PLUS NP21	1,179.837	11.01	12,990
	ING MAP PLUS NP26	365.423	10.99	4,016
	ING MAP PLUS NP29	77.849	10.97	854
	ING MAP PLUS NP7	2,662.815	11.08	29,504
	ING MAP PLUS NP9	2,380.668	11.07	26,354
		9,947.661		$            109,935




136


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING GET Fund - Series H
Contracts in accumulation period:
	Qualified VI	596,188.084	$             10.49	$         6,254,013
	Qualified X (1.15)	44,603.185	10.36	462,089
	Qualified X (1.25)	123,131.371	10.36	1,275,641
	Qualified XII (0.15)	11,768.281	10.94	128,745
	Qualified XII (0.30)	3,361.843	10.85	36,476
	Qualified XII (0.50)	330.734	11.03	3,648
	Qualified XII (0.80)	2,626.427	10.86	28,523
	Qualified XII (0.85)	2,826.994	10.78	30,475
	Qualified XII (0.90)	1,482.979	10.81	16,031
	Qualified XII (0.95)	5,487.198	10.78	59,152
	Qualified XII (1.00)	28,935.721	10.75	311,059
	Qualified XII (1.05)	48,866.729	10.73	524,340
	Qualified XII (1.10)	16,156.448	10.70	172,874
	Qualified XII (1.20)	10,485.822	10.65	111,674
	Qualified XII (1.25)	146,404.425	10.62	1,554,815
	Qualified XII (1.30)	1,264.022	10.59	13,386
	Qualified XII (1.35)	9,442.385	10.57	99,806
	Qualified XII (1.40)	5,909.678	10.54	62,288
	Qualified XV	500.657	10.65	5,332
	Qualified XVI	5,812.270	10.35	60,157
	Qualified XVII	3,321.735	10.49	34,845
	Qualified XVIII	47,238.803	10.36	489,394
	Qualified XXI	1,214.259	10.73	13,029
	Qualified XXV	297.032	10.78	3,202
	Qualified XXVI	1,931.373	10.71	20,685
	Qualified XXVII	153,925.094	10.60	1,631,606
	Qualified XXXII	9,518.164	10.02	95,372
		1,283,031.713		$       13,498,657
ING GET Fund - Series I
Contracts in accumulation period:
	Qualified X (1.15)	376.540	$             10.23	$                3,852
	Qualified X (1.25)	69,911.535	10.23	715,195
	Qualified XVIII	2,524.242	10.23	25,823
	Qualified XXXII	2,548.896	9.96	25,387
		75,361.213		$            770,257






137


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING GET Fund - Series J
Contracts in accumulation period:
	Qualified X (1.25)	23,675.371	$             10.11	$            239,358
	Qualified XVIII	6,626.410	10.11	66,993
	Qualified XXXII	4,504.020	9.95	44,815
		34,805.801		$            351,166
ING GET Fund - Series K
Contracts in accumulation period:
	Qualified X (1.25)	5,403.363	$             10.11	$              54,628
	Qualified XXVII	122,897.966	10.32	1,268,307
	Qualified XXXII	2,636.061	9.90	26,097
		130,937.390		$         1,349,032
ING GET Fund - Series L
Contracts in accumulation period:
	Qualified XXVII	67,762.512	$             10.27	$            695,921
		67,762.512		$            695,921
ING GET Fund - Series Q
Contracts in accumulation period:
	Qualified XXVII	364,133.775	$             10.57	$         3,848,894
		364,133.775		$         3,848,894





















138


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING GET Fund - Series S
Contracts in accumulation period:
	Qualified VI	834,098.680	$             10.61	$         8,849,787
	Qualified X (1.15)	35,466.635	10.61	376,301
	Qualified X (1.25)	158,296.324	10.61	1,679,524
	Qualified XII (0.15)	5,819.560	10.89	63,375
	Qualified XII (0.50)	78,122.426	10.88	849,972
	Qualified XII (0.80)	5,126.204	10.80	55,363
	Qualified XII (0.85)	7,952.734	10.79	85,810
	Qualified XII (0.85)	8,175.903	10.79	88,218
	Qualified XII (0.95)	11,736.245	10.76	126,282
	Qualified XII (1.00)	49,275.512	10.74	529,219
	Qualified XII (1.05)	290,384.716	10.73	3,115,828
	Qualified XII (1.10)	65,559.944	10.71	702,147
	Qualified XII (1.20)	8,208.520	10.68	87,667
	Qualified XII (1.25)	326,573.571	10.67	3,484,540
	Qualified XII (1.30)	380.113	10.66	4,052
	Qualified XII (1.35)	8,832.707	10.64	93,980
	Qualified XII (1.40)	34,019.567	10.63	361,628
	Qualified XII (1.50)	526.981	10.60	5,586
	Qualified XII (1.55)	615.392	10.59	6,517
	Qualified XII (1.65)	127.746	10.56	1,349
	Qualified XV	390.926	10.69	4,179
	Qualified XVI	11,953.701	10.54	125,992
	Qualified XVII	8,895.574	10.62	94,471
	Qualified XVIII	15,651.978	10.62	166,224
	Qualified XXI	174.371	10.73	1,871
	Qualified XXIV	2,544.310	10.72	27,275
	Qualified XXV	559.963	10.79	6,042
	Qualified XXVII	276,332.303	10.68	2,951,229
	Qualified XXXII	1,379.863	10.18	14,047
		2,247,182.469		$       23,958,475












139


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Balanced
Currently payable annuity contracts:				$       27,818,977
Contracts in accumulation period:
	Qualified I	29,769.099	$             33.72	1,003,814
	Qualified V	554.958	25.11	13,935
	Qualified VI	11,915,420.991	25.44	303,128,310
	Qualified VII	165,157.306	24.57	4,057,915
	Qualified VIII	3,937.103	23.61	92,955
	Qualified IX	1,699.264	24.46	41,564
	Qualified X (1.15)	178,408.667	25.73	4,590,455
	Qualified X (1.25)	2,436,695.794	25.44	61,989,541
	Qualified XII (0.00)	81,056.849	11.68	946,744
	Qualified XII (0.05)	108,461.752	26.59	2,883,998
	Qualified XII (0.25)	1,049,384.036	13.28	13,935,820
	Qualified XII (0.30)	389,944.487	13.24	5,162,865
	Qualified XII (0.40)	174,003.388	18.89	3,286,924
	Qualified XII (0.45)	113,110.297	13.11	1,482,876
	Qualified XII (0.55)	166,906.451	13.02	2,173,122
	Qualified XII (0.60)	839,644.453	12.98	10,898,585
	Qualified XII (0.65)	82,473.030	12.94	1,067,201
	Qualified XII (0.70)	958,541.350	12.89	12,355,598
	Qualified XII (0.75)	822,427.082	12.85	10,568,188
	Qualified XII (0.80)	2,530,872.202	13.67	34,597,023
	Qualified XII (0.85)	1,211,756.213	18.43	22,332,667
	Qualified XII (0.90)	30,371.439	13.34	405,155
	Qualified XII (0.95)	349,405.364	18.27	6,383,636
	Qualified XII (1.00)	3,044,880.209	18.19	55,386,371
	Qualified XII (1.05)	219,419.602	18.11	3,973,689
	Qualified XII (1.10)	266,424.015	18.03	4,803,625
	Qualified XII (1.15)	156,015.655	17.95	2,800,481
	Qualified XII (1.20)	34,210.403	17.88	611,682
	Qualified XII (1.25)	97,061.348	17.80	1,727,692
	Qualified XII (1.30)	2,785.497	17.72	49,359
	Qualified XII (1.35)	4,330.538	17.65	76,434
	Qualified XII (1.40)	27,060.387	17.57	475,451
	Qualified XII (1.45)	1,709.028	17.50	29,908
	Qualified XII (1.50)	2,449.139	17.42	42,664
	Qualified XV	56,053.339	26.06	1,460,750







140


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Balanced (continued)
	Qualified XVI	270,501.844	$             24.95	$         6,749,021
	Qualified XVII	182,701.812	25.93	4,737,458
	Qualified XVIII	290,470.228	25.93	7,531,893
	Qualified XIX	13,512.282	34.36	464,282
	Qualified XX	50,974.559	34.04	1,735,174
	Qualified XXI	81,456.888	26.28	2,140,687
	Qualified XXIV	329,121.202	18.30	6,022,918
	Qualified XXV	198,331.357	26.15	5,186,365
	Qualified XXVI	20,568.514	25.98	534,370
	Qualified XXVII	1,212,176.007	33.76	40,923,062
	Qualified XXVIII	126,464.171	33.66	4,256,784
	Qualified XXIX	776.175	33.41	25,932
	Qualified XXX	90,351.225	33.07	2,987,915
	Qualified XXXII	497,214.570	11.05	5,494,221
	Qualified XXXIII (0.65)	776.375	11.64	9,037
	Qualified XXXIV (0.60)	53,349.923	12.98	692,482
		30,971,147.867		$     692,147,575
ING VP Emerging Markets
Contracts in accumulation period:
	Qualified XXVII	716,974.433	$             10.13	$         7,262,951
	Qualified XXVIII	321,431.089	10.10	3,246,454
		1,038,405.522		$       10,509,405
ING VP Intermediate Bond
Currently payable annuity contracts:				$         5,741,761
Contracts in accumulation period:
	ING MAP PLUS NP11	1,029.155	$             10.29	10,590
	ING MAP PLUS NP15	8,232.717	10.27	84,550
	ING MAP PLUS NP17	1,500.000	10.26	15,390
	ING MAP PLUS NP27	41.096	10.22	420
	ING MAP PLUS NP29	2,018.217	10.21	20,606
	ING MAP PLUS NP7	3,382.347	10.31	34,872
	Qualified I	8,904.915	73.85	657,628
	Qualified V	331.450	18.76	6,218
	Qualified VI	8,524,984.533	18.75	159,843,460
	Qualified VII	103,209.190	17.41	1,796,872
	Qualified VIII	12,736.580	17.25	219,706





141


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Intermediate Bond (continued)
	Qualified IX	644.710	$             17.96	$              11,579
	Qualified X (1.15)	154,322.837	18.96	2,925,961
	Qualified X (1.25)	1,303,622.986	18.75	24,442,931
	Qualified XII (0.00)	83,757.412	12.21	1,022,678
	Qualified XII (0.05)	43,381.317	19.59	849,840
	Qualified XII (0.25)	351,224.343	14.83	5,208,657
	Qualified XII (0.30)	201,253.518	14.78	2,974,527
	Qualified XII (0.45)	172,293.921	14.64	2,522,383
	Qualified XII (0.55)	80,640.027	14.54	1,172,506
	Qualified XII (0.60)	389,306.142	14.49	5,641,046
	Qualified XII (0.65)	139,709.412	14.45	2,018,801
	Qualified XII (0.70)	536,524.722	14.40	7,725,956
	Qualified XII (0.75)	563,725.296	14.35	8,089,458
	Qualified XII (0.80)	1,137,508.270	14.51	16,505,245
	Qualified XII (0.85)	1,003,279.379	16.44	16,493,913
	Qualified XII (0.90)	35,058.350	14.43	505,892
	Qualified XII (0.95)	526,518.895	16.30	8,582,258
	Qualified XII (1.00)	2,467,063.894	16.23	40,040,447
	Qualified XII (1.05)	259,919.740	16.16	4,200,303
	Qualified XII (1.10)	147,950.590	16.09	2,380,525
	Qualified XII (1.15)	65,146.005	16.02	1,043,639
	Qualified XII (1.20)	48,087.712	15.95	766,999
	Qualified XII (1.25)	63,862.909	15.88	1,014,143
	Qualified XII (1.30)	8,586.401	15.81	135,751
	Qualified XII (1.35)	11,955.273	15.74	188,176
	Qualified XII (1.40)	36,295.086	15.67	568,744
	Qualified XII (1.45)	5,026.457	15.61	78,463
	Qualified XII (1.50)	8,668.919	15.54	134,715
	Qualified XV	20,001.667	19.20	384,032
	Qualified XVI	182,277.923	18.39	3,352,091
	Qualified XVII	202,445.358	18.96	3,838,364
	Qualified XVIII	331,474.420	18.96	6,284,755
	Qualified XIX	2,028.246	74.70	151,510
	Qualified XX	9,414.064	73.52	692,122
	Qualified XXI	29,874.600	19.37	578,671
	Qualified XXIV	178,080.883	16.32	2,906,280
	Qualified XXV	93,173.586	19.27	1,795,455
	Qualified XXVI	31,228.407	19.15	598,024
	Qualified XXVII	623,552.661	73.47	45,812,414
	Qualified XXVIII	167,294.675	73.24	12,252,662
	Qualified XXIX	1,321.984	72.69	96,095
	Qualified XXX	18,456.351	71.96	1,328,119
	Qualified XXXII	135,976.323	10.39	1,412,794
	Qualified XXXIII (0.65)	957.401	12.16	11,642
	Qualified XXXIV (0.60)	39,466.252	14.49	571,866
		20,578,729.524		$     407,744,505

142

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Money Market
Currently payable annuity contracts:				$            589,297
Contracts in accumulation period:
	Qualified I	4,406.374	$             48.79	214,987
	Qualified V	5,685.965	13.68	77,784
	Qualified VI	4,663,196.115	13.90	64,818,426
	Qualified VII	140,462.338	13.86	1,946,808
	Qualified VIII	3,497.459	13.38	46,796
	Qualified IX	1,133.143	14.00	15,864
	Qualified X (1.15)	122,425.818	14.06	1,721,307
	Qualified X (1.25)	1,060,820.000	13.90	14,745,398
	Qualified XII (0.00)	14,919.981	10.41	155,317
	Qualified XII (0.05)	28,735.926	14.53	417,533
	Qualified XII (0.25)	405,782.502	12.23	4,962,720
	Qualified XII (0.30)	145,180.558	12.19	1,769,751
	Qualified XII (0.45)	99,433.057	12.07	1,200,157
	Qualified XII (0.55)	161,940.033	11.99	1,941,661
	Qualified XII (0.60)	89,012.803	11.95	1,063,703
	Qualified XII (0.65)	127,471.369	11.91	1,518,184
	Qualified XII (0.70)	729,217.677	11.88	8,663,106
	Qualified XII (0.75)	629,605.321	11.84	7,454,527
	Qualified XII (0.80)	1,281,038.410	11.95	15,308,409
	Qualified XII (0.85)	556,901.631	12.87	7,167,324
	Qualified XII (0.90)	26,477.702	11.84	313,496
	Qualified XII (0.95)	410,423.433	12.76	5,237,003
	Qualified XII (1.00)	1,795,249.370	12.70	22,799,667
	Qualified XII (1.05)	265,396.363	12.65	3,357,264
	Qualified XII (1.10)	206,605.084	12.59	2,601,158
	Qualified XII (1.15)	103,758.852	12.54	1,301,136
	Qualified XII (1.20)	48,216.266	12.48	601,739
	Qualified XII (1.25)	130,565.406	12.43	1,622,928
	Qualified XII (1.30)	20,306.786	12.38	251,398
	Qualified XII (1.35)	19,620.373	12.32	241,723
	Qualified XII (1.40)	45,730.317	12.27	561,111
	Qualified XII (1.45)	8,447.545	12.22	103,229
	Qualified XII (1.50)	11,323.766	12.16	137,697
	Qualified XV	5,127.669	14.24	73,018
	Qualified XVI	114,605.499	13.64	1,563,219
	Qualified XVII	206,474.892	13.90	2,870,001
	Qualified XVIII	355,704.748	13.90	4,944,296
	Qualified XIX	1,744.661	48.79	85,122
	Qualified XX	17,746.931	47.90	850,078
	Qualified XXI	32,436.978	14.36	465,795

143

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Money Market (continued)
	Qualified XXIV	139,078.326	$             12.78	$         1,777,421
	Qualified XXV	49,009.027	14.29	700,339
	Qualified XXVI	39,609.719	14.20	562,458
	Qualified XXVII	384,114.659	50.07	19,232,621
	Qualified XXVIII	162,901.873	49.11	8,000,111
	Qualified XXIX	1,059.750	47.90	50,762
	Qualified XXX	5,702.721	47.41	270,366
	Qualified XXXII	43,671.743	9.98	435,844
	Qualified XXXIII (0.65)	1,243.726	10.36	12,885
	Qualified XXXIV (0.60)	10,830.209	11.95	129,421
		14,934,050.874		$     216,952,365































144


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Natural Resources
Contracts in accumulation period:
	Qualified V	13.242	$             19.03	$                   252
	Qualified VI	409,377.712	18.71	7,659,457
	Qualified VIII	1,078.470	16.21	17,482
	Qualified XII (0.05)	854.936	19.55	16,714
	Qualified XII (0.15)	2,849.930	14.36	40,925
	Qualified XII (0.25)	43,485.197	12.43	540,521
	Qualified XII (0.45)	9,203.667	12.27	112,929
	Qualified XII (0.55)	4,652.174	12.19	56,710
	Qualified XII (0.60)	23,480.990	14.15	332,256
	Qualified XII (0.65)	138.398	12.11	1,676
	Qualified XII (0.70)	57,544.159	12.07	694,558
	Qualified XII (0.75)	28,002.078	12.03	336,865
	Qualified XII (0.80)	118,516.095	13.11	1,553,746
	Qualified XII (0.85)	39,847.129	14.98	596,910
	Qualified XII (0.90)	1,051.573	13.03	13,702
	Qualified XII (0.95)	20,992.727	14.85	311,742
	Qualified XII (1.00)	99,144.557	14.79	1,466,348
	Qualified XII (1.05)	9,988.926	14.72	147,037
	Qualified XII (1.10)	9,792.565	14.66	143,559
	Qualified XII (1.15)	4,217.946	14.60	61,582
	Qualified XII (1.20)	378.114	14.53	5,494
	Qualified XII (1.25)	1,532.343	14.47	22,173
	Qualified XII (1.30)	537.335	14.41	7,743
	Qualified XII (1.35)	152.822	14.35	2,193
	Qualified XII (1.40)	1,128.481	14.29	16,126
	Qualified XII (1.45)	17.862	14.22	254
	Qualified XV	5,379.437	19.16	103,070
	Qualified XVI	6,012.861	18.35	110,336
	Qualified XVII	1,132.710	18.71	21,193
	Qualified XXI	1,589.654	19.33	30,728
	Qualified XXIV	12,758.132	14.88	189,841
	Qualified XXV	4,019.604	19.18	77,096
	Qualified XXVI	617.325	18.99	11,723
	Qualified XXVII	274,150.285	17.52	4,803,113
	Qualified XXVIII	72,781.282	17.47	1,271,489
	Qualified XXXIV (0.60)	847.915	14.15	11,998
		1,267,268.633		$       20,789,541






145


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Julius Baer Foreign
Contracts in accumulation period:
	Qualified VI	76,582.192	$             11.68	$            894,480
	Qualified X (1.25)	2,771.476	12.13	33,618
	Qualified XII (0.70)	1,272.635	11.73	14,928
	Qualified XII (0.80)	543.516	11.72	6,370
	Qualified XII (0.85)	3,998.207	11.71	46,819
	Qualified XII (0.95)	6,606.405	11.71	77,361
	Qualified XII (1.00)	25,373.334	11.70	296,868
	Qualified XII (1.05)	1,199.145	11.70	14,030
	Qualified XII (1.10)	980.838	11.69	11,466
	Qualified XII (1.15)	520.958	11.69	6,090
	Qualified XII (1.25)	529.195	11.68	6,181
	Qualified XII (1.40)	16.795	11.67	196
	Qualified XII (1.50)	401.973	11.66	4,687
	Qualified XVI	737.907	11.66	8,604
	Qualified XXIV	512.714	12.27	6,291
		122,047.290		$         1,427,989


























146


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING MFS Total Return
Contracts in accumulation period:
	ING MAP PLUS NP15	45.572	$             10.84	$                   494
	Qualified V	230.259	12.36	2,846
	Qualified VI	1,155,822.696	12.91	14,921,671
	Qualified X (1.25)	6,617.834	10.99	72,730
	Qualified XII (0.55)	16,879.925	13.30	224,503
	Qualified XII (0.60)	11,788.036	13.29	156,663
	Qualified XII (0.65)	4,965.060	13.28	65,936
	Qualified XII (0.70)	30,503.542	13.27	404,782
	Qualified XII (0.75)	6,295.928	13.26	83,484
	Qualified XII (0.80)	130,323.432	13.23	1,724,179
	Qualified XII (0.85)	24,847.728	13.20	327,990
	Qualified XII (0.90)	1,006.894	13.20	13,291
	Qualified XII (0.95)	72,199.469	13.18	951,589
	Qualified XII (1.00)	570,444.799	13.17	7,512,758
	Qualified XII (1.05)	19,754.408	13.16	259,968
	Qualified XII (1.10)	61,817.871	13.15	812,905
	Qualified XII (1.15)	17,416.439	13.14	228,852
	Qualified XII (1.20)	2,098.934	13.13	27,559
	Qualified XII (1.25)	31,170.960	13.12	408,963
	Qualified XII (1.30)	1,367.506	13.11	17,928
	Qualified XII (1.35)	778.550	13.10	10,199
	Qualified XII (1.40)	13,580.596	13.09	177,770
	Qualified XII (1.45)	1,515.749	13.08	19,826
	Qualified XII (1.50)	1,031.752	13.07	13,485
	Qualified XV	560.723	12.45	6,981
	Qualified XVI	15,704.125	12.85	201,798
	Qualified XVII	9,261.663	12.39	114,752
	Qualified XXI	802.724	12.48	10,018
	Qualified XXIV	16,526.543	12.47	206,086
	Qualified XXV	8,552.922	12.49	106,826
	Qualified XXVI	1,126.966	12.46	14,042
	Qualified XXXIV (0.60)	1,393.830	13.29	18,524
		2,236,433.435		$       29,119,398









147


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING T. Rowe Price Equity Income
Contracts in accumulation period:
	ING MAP PLUS NP11	1,790.553	$             11.22	$              20,090
	ING MAP PLUS NP29	10,077.987	11.13	112,168
	ING MAP PLUS NP30	122.013	11.13	1,358
	ING MAP PLUS NP9	1,884.149	11.23	21,159
	Qualified V	4,057.184	13.78	55,908
	Qualified VI	548,366.576	14.69	8,055,505
	Qualified VIII	341.275	13.81	4,713
	Qualified X (1.25)	2,212.875	11.34	25,094
	Qualified XII (0.55)	6,154.808	14.87	91,522
	Qualified XII (0.60)	3,666.420	14.86	54,483
	Qualified XII (0.65)	5,454.680	14.85	81,002
	Qualified XII (0.70)	28,421.631	14.84	421,777
	Qualified XII (0.75)	5,925.759	14.83	87,879
	Qualified XII (0.80)	34,585.125	14.79	511,514
	Qualified XII (0.85)	49,270.664	14.76	727,235
	Qualified XII (0.90)	733.852	14.77	10,839
	Qualified XII (0.95)	47,173.202	14.74	695,333
	Qualified XII (1.00)	1,217,761.643	14.73	17,937,629
	Qualified XII (1.05)	12,972.691	14.72	190,958
	Qualified XII (1.10)	14,048.504	14.70	206,513
	Qualified XII (1.15)	8,439.074	14.69	123,970
	Qualified XII (1.20)	370.504	14.68	5,439
	Qualified XII (1.25)	5,534.220	14.67	81,187
	Qualified XII (1.35)	78.088	14.65	1,144
	Qualified XII (1.40)	5,057.582	14.64	74,043
	Qualified XII (1.45)	23.992	14.63	351
	Qualified XII (1.50)	206.224	14.62	3,015
	Qualified XV	1,687.608	13.88	23,424
	Qualified XVI	8,750.102	14.63	128,014
	Qualified XVII	10,505.720	13.81	145,084
	Qualified XXI	1,827.227	13.92	25,435
	Qualified XXIV	2,485.827	13.90	34,553
	Qualified XXV	8,540.703	13.93	118,972
	Qualified XXVI	2,336.285	13.89	32,451
	Qualified XXXIV (0.60)	883.378	14.86	13,127
		2,051,748.125		$       30,122,888






148


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Aeltus Enhanced Index
Contracts in accumulation period:
	Qualified VI	97,566.115	$               8.47	$            826,385
	Qualified X (1.15)	2,586.103	11.01	28,473
	Qualified X (1.25)	5,884.372	10.43	61,374
	Qualified XII (0.60)	1,766.359	8.65	15,279
	Qualified XII (0.65)	585.399	8.63	5,052
	Qualified XII (0.70)	197.680	8.62	1,704
	Qualified XII (0.75)	19.047	8.61	164
	Qualified XII (0.80)	13,763.679	8.59	118,230
	Qualified XII (0.85)	892.658	8.58	7,659
	Qualified XII (0.90)	34.889	8.57	299
	Qualified XII (0.95)	5,687.251	8.55	48,626
	Qualified XII (1.00)	31,147.658	8.54	266,001
	Qualified XII (1.05)	3,990.973	8.53	34,043
	Qualified XII (1.10)	5,466.628	8.51	46,521
	Qualified XII (1.15)	80.942	8.50	688
	Qualified XII (1.20)	884.335	8.49	7,508
	Qualified XII (1.25)	1,349.823	8.47	11,433
	Qualified XII (1.30)	269.977	8.46	2,284
	Qualified XII (1.35)	2,380.474	8.45	20,115
	Qualified XII (1.40)	876.038	8.43	7,385
	Qualified XII (1.50)	91.558	8.41	770
	Qualified XVI	347.562	8.41	2,923
	Qualified XVII	793.034	8.47	6,717
	Qualified XXI	12.107	8.59	104
	Qualified XXIV	844.988	8.58	7,250
	Qualified XXV	1,050.987	8.61	9,049
		178,570.636		$         1,536,036















149


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING American Century Select
Contracts in accumulation period:
	Qualified VI	109,784.288	$               8.91	$            978,178
	Qualified X (1.15)	2,227.537	9.95	22,164
	Qualified X (1.25)	17,368.511	9.40	163,264
	Qualified XII (0.55)	3,224.589	9.11	29,376
	Qualified XII (0.60)	4,051.318	9.10	36,867
	Qualified XII (0.65)	2,913.766	9.08	26,457
	Qualified XII (0.70)	9,089.636	9.07	82,443
	Qualified XII (0.75)	852.596	9.05	7,716
	Qualified XII (0.80)	7,263.164	9.04	65,659
	Qualified XII (0.85)	8,849.280	9.03	79,909
	Qualified XII (0.90)	44.507	9.01	401
	Qualified XII (0.95)	9,414.667	9.00	84,732
	Qualified XII (1.00)	31,058.686	8.98	278,907
	Qualified XII (1.05)	4,575.251	8.97	41,040
	Qualified XII (1.10)	1,750.838	8.95	15,670
	Qualified XII (1.15)	1,982.886	8.94	17,727
	Qualified XII (1.20)	453.415	8.93	4,049
	Qualified XII (1.25)	4,812.570	8.91	42,880
	Qualified XII (1.35)	191.554	8.88	1,701
	Qualified XII (1.40)	677.903	8.87	6,013
	Qualified XII (1.45)	23.024	8.86	204
	Qualified XII (1.50)	166.515	8.84	1,472
	Qualified XV	786.778	9.00	7,081
	Qualified XVI	2,689.140	8.84	23,772
	Qualified XXI	2,195.244	9.04	19,845
	Qualified XXIV	1,850.776	9.02	16,694
	Qualified XXV	840.773	9.05	7,609
	Qualified XXVI	108.658	9.01	979
	Qualified XXXIII (0.40)	777.149	9.19	7,142
	Qualified XXXIV (0.60)	22.198	9.10	202
		230,047.217		$         2,070,153











150


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING American Century Small Cap Value
Currently payable annuity contracts:				$              41,331
Contracts in accumulation period:
	ING MAP PLUS NP29	4,406.100	$             11.64	51,287
	ING MAP PLUS NP9	4,741.397	11.74	55,664
	Qualified V	5,191.085	12.90	66,965
	Qualified VI	546,581.327	12.96	7,083,694
	Qualified X (1.15)	20,704.696	12.99	268,954
	Qualified X (1.25)	67,909.027	12.96	880,101
	Qualified XII (0.05)	15,868.353	13.24	210,097
	Qualified XII (0.30)	17,095.410	13.29	227,198
	Qualified XII (0.45)	831.420	13.24	11,008
	Qualified XII (0.55)	2,258.895	13.21	29,840
	Qualified XII (0.60)	4,112.586	13.19	54,245
	Qualified XII (0.65)	3,960.288	13.17	52,157
	Qualified XII (0.70)	25,834.525	13.15	339,724
	Qualified XII (0.75)	3,892.536	13.13	51,109
	Qualified XII (0.80)	48,531.631	13.12	636,735
	Qualified XII (0.85)	45,338.932	13.10	593,940
	Qualified XII (0.90)	2,817.049	13.08	36,847
	Qualified XII (0.95)	35,544.793	13.06	464,215
	Qualified XII (1.00)	1,020,331.571	13.05	13,315,327
	Qualified XII (1.05)	7,977.820	13.03	103,951
	Qualified XII (1.10)	8,794.005	13.01	114,410
	Qualified XII (1.15)	7,598.999	12.99	98,711
	Qualified XII (1.20)	570.955	12.98	7,411
	Qualified XII (1.25)	6,473.611	12.96	83,898
	Qualified XII (1.35)	1,120.573	12.93	14,489
	Qualified XII (1.40)	6,038.497	12.91	77,957
	Qualified XII (1.45)	209.930	12.89	2,706
	Qualified XII (1.50)	45.843	12.87	590
	Qualified XV	615.544	13.06	8,039
	Qualified XVI	14,510.334	12.87	186,748
	Qualified XVII	4,014.892	12.96	52,033
	Qualified XVIII	1,526.130	13.05	19,916
	Qualified XXI	3,944.131	13.12	51,747
	Qualified XXIV	10,577.634	13.10	138,567
	Qualified XXV	7,022.696	13.13	92,208
	Qualified XXVI	946.942	13.08	12,386
	Qualified XXXII	681.693	12.29	8,378
	Qualified XXXIV (0.60)	2,423.957	13.19	31,972
		1,961,045.807		$       25,576,555

151

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Baron Small Cap Growth
Currently payable annuity contracts:				$            112,360
Contracts in accumulation period:
	ING MAP PLUS NP15	1,247.947	$             12.18	15,200
	ING MAP PLUS NP29	3,653.179	12.11	44,240
	ING MAP PLUS NP30	19.835	12.10	240
	NYSUT 457	391,073.046	16.51	6,456,616
	Qualified V	4,785.417	14.40	68,910
	Qualified VI	1,308,858.535	14.47	18,939,183
	Qualified X (1.15)	13,196.485	14.51	191,481
	Qualified X (1.25)	94,897.167	14.47	1,373,162
	Qualified XII (0.05)	19,456.157	14.78	287,562
	Qualified XII (0.30)	16,321.361	14.84	242,209
	Qualified XII (0.45)	8.187	14.78	121
	Qualified XII (0.55)	5,640.095	14.74	83,135
	Qualified XII (0.60)	16,443.682	14.72	242,051
	Qualified XII (0.65)	17,254.354	14.70	253,639
	Qualified XII (0.70)	20,156.130	14.68	295,892
	Qualified XII (0.75)	11,692.701	14.66	171,415
	Qualified XII (0.80)	379,717.008	14.64	5,559,057
	Qualified XII (0.85)	36,449.727	14.62	532,895
	Qualified XII (0.90)	3,585.890	14.60	52,354
	Qualified XII (0.95)	56,330.384	14.58	821,297
	Qualified XII (1.00)	1,200,899.657	14.56	17,485,099
	Qualified XII (1.05)	12,763.549	14.54	185,582
	Qualified XII (1.10)	15,391.942	14.52	223,491
	Qualified XII (1.15)	16,630.531	14.51	241,309
	Qualified XII (1.20)	1,809.455	14.49	26,219
	Qualified XII (1.25)	15,183.552	14.47	219,706
	Qualified XII (1.30)	1,536.817	14.45	22,207
	Qualified XII (1.35)	6,600.000	14.43	95,238
	Qualified XII (1.40)	4,658.987	14.41	67,136
	Qualified XII (1.45)	1,716.539	14.39	24,701
	Qualified XII (1.50)	1,075.018	14.37	15,448
	Qualified XV	2,375.994	14.58	34,642
	Qualified XVI	28,781.907	14.37	413,596
	Qualified XVII	2,516.586	14.47	36,415
	Qualified XVIII	723.352	14.56	10,532
	Qualified XXI	15,657.855	14.64	229,231
	Qualified XXIV	189,904.378	14.62	2,776,402
	Qualified XXV	15,872.442	14.66	232,690
	Qualified XXVI	8,430.548	14.60	123,086
	Qualified XXXII	1,146.404	12.93	14,823
	Qualified XXXIII (0.40)	3,429.986	14.84	50,901
	Qualified XXXIV (0.60)	3,080.775	14.72	45,349
		3,950,973.561		$       58,316,822

152

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Goldman Sachs® Capital Growth
Contracts in accumulation period:
	Qualified VI	47,392.891	$             10.83	$            513,265
	Qualified X (1.15)	3,504.258	10.57	37,040
	Qualified X (1.25)	16,860.542	9.96	167,931
	Qualified XII (0.60)	5,979.294	11.06	66,131
	Qualified XII (0.65)	1,440.671	11.04	15,905
	Qualified XII (0.70)	10,311.978	11.02	113,638
	Qualified XII (0.75)	502.272	11.00	5,525
	Qualified XII (0.80)	9,063.785	10.99	99,611
	Qualified XII (0.85)	4,079.945	10.97	44,757
	Qualified XII (0.90)	3,065.479	10.95	33,567
	Qualified XII (0.95)	2,307.686	10.93	25,223
	Qualified XII (1.00)	13,111.996	10.92	143,183
	Qualified XII (1.05)	473.395	10.90	5,160
	Qualified XII (1.10)	4,113.419	10.88	44,754
	Qualified XII (1.15)	517.939	10.87	5,630
	Qualified XII (1.20)	61.475	10.85	667
	Qualified XII (1.25)	1,405.540	10.83	15,222
	Qualified XII (1.35)	746.945	10.80	8,067
	Qualified XII (1.40)	840.353	10.78	9,059
	Qualified XII (1.45)	735.966	10.76	7,919
	Qualified XII (1.50)	774.418	10.75	8,325
	Qualified XV	686.825	10.93	7,507
	Qualified XVI	1,521.581	10.75	16,357
	Qualified XXI	2,245.314	10.99	24,676
	Qualified XXIV	2,791.515	10.96	30,595
	Qualified XXV	3,494.000	11.00	38,434
	Qualified XXXIV (0.60)	170.615	11.06	1,887
		138,200.097		$         1,490,035

















153


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING JPMorgan International
Currently payable annuity contracts:				$            168,658
Contracts in accumulation period:
	Qualified V	206.729	$             21.25	4,393
	Qualified VI	1,943,759.127	21.75	42,276,761
	Qualified VIII	15,393.282	18.31	281,851
	Qualified X (1.15)	40,527.922	21.99	891,209
	Qualified X (1.25)	249,911.632	21.75	5,435,578
	Qualified XII (0.05)	30,799.516	22.73	700,073
	Qualified XII (0.15)	26,559.929	11.33	300,924
	Qualified XII (0.25)	265,488.800	11.34	3,010,643
	Qualified XII (0.30)	173,693.186	11.30	1,962,733
	Qualified XII (0.45)	52,044.057	11.19	582,373
	Qualified XII (0.55)	45,278.328	11.12	503,495
	Qualified XII (0.60)	219,100.986	11.16	2,445,167
	Qualified XII (0.65)	16,469.293	11.04	181,821
	Qualified XII (0.70)	307,015.531	11.01	3,380,241
	Qualified XII (0.75)	257,685.779	10.97	2,826,813
	Qualified XII (0.80)	364,379.514	12.35	4,500,087
	Qualified XII (0.85)	448,991.842	15.20	6,824,676
	Qualified XII (0.90)	15,140.049	12.26	185,617
	Qualified XII (0.95)	160,284.727	15.06	2,413,888
	Qualified XII (1.00)	1,046,819.133	15.00	15,702,287
	Qualified XII (1.05)	94,588.152	14.94	1,413,147
	Qualified XII (1.10)	39,743.309	14.87	590,983
	Qualified XII (1.15)	38,421.337	14.81	569,020
	Qualified XII (1.20)	8,361.262	14.74	123,245
	Qualified XII (1.25)	14,206.676	14.68	208,554
	Qualified XII (1.30)	476.197	14.62	6,962
	Qualified XII (1.35)	2,111.409	14.55	30,721
	Qualified XII (1.40)	7,761.353	14.49	112,462
	Qualified XII (1.45)	1,183.992	14.43	17,085
	Qualified XII (1.50)	3,060.890	14.37	43,985
	Qualified XV	24,859.919	22.28	553,879
	Qualified XVI	44,164.323	21.33	942,025
	Qualified XVII	747.356	21.75	16,255
	Qualified XVIII	5,214.713	21.75	113,420
	Qualified XXI	25,220.294	22.47	566,700
	Qualified XXIV	41,210.934	15.09	621,873
	Qualified XXV	11,250.720	22.22	249,991
	Qualified XXVI	1,545.220	22.07	34,103
	Qualified XXVII	1,495,567.932	22.92	34,278,417
	Qualified XXVIII	132,364.551	22.85	3,024,530
	Qualified XXXII	32,166.586	12.36	397,579
	Qualified XXXIII (0.65)	1,296.369	11.29	14,636
	Qualified XXXIV (0.60)	3,836.111	11.16	42,811
		7,708,908.967		$     138,551,671

154

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING JPMorgan Mid Cap Value
Currently payable annuity contracts:				$              48,594
Contracts in accumulation period:
	ING MAP PLUS NP14	2,000.086	$             11.71	23,421
	Qualified VI	500,885.022	14.02	7,022,408
	Qualified X (1.15)	9,837.980	14.06	138,322
	Qualified X (1.25)	103,004.850	14.02	1,444,128
	Qualified XII (0.05)	17,020.796	14.33	243,908
	Qualified XII (0.45)	3,407.606	14.33	48,831
	Qualified XII (0.55)	706.858	14.29	10,101
	Qualified XII (0.60)	6,377.856	14.27	91,012
	Qualified XII (0.65)	2,589.824	14.25	36,905
	Qualified XII (0.70)	38,818.552	14.23	552,388
	Qualified XII (0.75)	7,011.049	14.21	99,627
	Qualified XII (0.80)	8,974.419	14.19	127,347
	Qualified XII (0.85)	35,354.161	14.18	501,322
	Qualified XII (0.90)	1,650.918	14.16	23,377
	Qualified XII (0.95)	34,195.615	14.14	483,526
	Qualified XII (1.00)	157,368.413	14.12	2,222,042
	Qualified XII (1.05)	15,657.589	14.10	220,772
	Qualified XII (1.10)	6,863.210	14.08	96,634
	Qualified XII (1.15)	2,497.155	14.06	35,110
	Qualified XII (1.20)	346.439	14.04	4,864
	Qualified XII (1.25)	6,702.211	14.02	93,965
	Qualified XII (1.35)	4,854.038	13.99	67,908
	Qualified XII (1.40)	2,995.776	13.97	41,851
	Qualified XII (1.45)	117.420	13.95	1,638
	Qualified XII (1.50)	1,296.913	13.93	18,066
	Qualified XV	702.900	14.14	9,939
	Qualified XVI	12,237.616	13.93	170,470
	Qualified XVII	3,910.556	14.02	54,826
	Qualified XVIII	291.360	14.12	4,114
	Qualified XXI	2,887.738	14.19	40,977
	Qualified XXIV	13,829.076	14.17	195,958
	Qualified XXV	12,871.569	14.21	182,905
	Qualified XXVI	2,285.452	14.16	32,362
	Qualified XXXII	2,097.623	12.20	25,591
	Qualified XXXIV (0.60)	782.972	14.27	11,173
		1,022,431.618		$       14,426,382





155


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING MFS Capital Opportunities
Currently payable annuity contracts:				$            251,028
Contracts in accumulation period:
	Qualified V	1,105.902	$             23.55	26,044
	Qualified VI	1,737,722.581	23.87	41,479,438
	Qualified VIII	6,676.402	20.51	136,933
	Qualified X (1.15)	8,988.517	10.45	93,930
	Qualified X (1.25)	216,682.467	10.38	2,249,164
	Qualified XII (0.05)	11,799.078	24.95	294,387
	Qualified XII (0.15)	15,272.653	9.80	149,672
	Qualified XII (0.25)	118,634.403	11.22	1,331,078
	Qualified XII (0.30)	111,950.626	11.18	1,251,608
	Qualified XII (0.40)	117,534.518	16.31	1,916,988
	Qualified XII (0.45)	22,876.243	11.07	253,240
	Qualified XII (0.55)	54,131.091	11.00	595,442
	Qualified XII (0.60)	103,895.438	10.96	1,138,694
	Qualified XII (0.65)	23,224.519	10.93	253,844
	Qualified XII (0.70)	271,878.237	10.89	2,960,754
	Qualified XII (0.75)	218,187.281	10.85	2,367,332
	Qualified XII (0.80)	337,909.313	12.24	4,136,010
	Qualified XII (0.85)	409,677.750	15.91	6,517,973
	Qualified XII (0.90)	18,050.723	11.77	212,457
	Qualified XII (0.95)	171,616.741	15.77	2,706,396
	Qualified XII (1.00)	1,163,385.096	15.70	18,265,146
	Qualified XII (1.05)	83,153.167	15.63	1,299,684
	Qualified XII (1.10)	64,680.861	15.57	1,007,081
	Qualified XII (1.15)	32,796.000	15.50	508,338
	Qualified XII (1.20)	10,874.854	15.43	167,799
	Qualified XII (1.25)	18,406.315	15.36	282,721
	Qualified XII (1.30)	835.163	15.30	12,778
	Qualified XII (1.35)	2,099.606	15.23	31,977
	Qualified XII (1.40)	24,274.885	15.17	368,250
	Qualified XII (1.45)	17.616	15.10	266
	Qualified XII (1.50)	3,058.777	15.04	46,004
	Qualified XV	18,922.731	24.46	462,850
	Qualified XVI	32,748.526	23.41	766,643
	Qualified XVII	4,325.011	23.87	103,238
	Qualified XVIII	4,785.164	10.38	49,670
	Qualified XXI	19,334.753	24.66	476,795
	Qualified XXIV	48,729.620	15.80	769,928
	Qualified XXV	20,235.029	24.38	493,330
	Qualified XXVI	5,173.917	24.23	125,364
	Qualified XXVII	1,485,047.476	29.32	43,541,592
	Qualified XXVIII	145,586.042	29.23	4,255,480
	Qualified XXXII	4,770.364	11.54	55,050
	Qualified XXXIV (0.60)	15,720.438	10.96	172,296
		7,186,775.894		$     143,584,692

156

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING OpCap Balanced Value
Currently payable annuity contracts:				$            217,678
Contracts in accumulation period:
	Qualified VI	709,971.778	$             13.50	9,584,619
	Qualified VIII	891.704	13.50	12,038
	Qualified X (1.15)	7,863.512	11.73	92,239
	Qualified X (1.25)	130,940.856	11.21	1,467,847
	Qualified XII (0.55)	835.724	13.80	11,533
	Qualified XII (0.60)	5,634.180	13.78	77,639
	Qualified XII (0.65)	3,882.049	13.76	53,417
	Qualified XII (0.70)	24,630.713	13.74	338,426
	Qualified XII (0.75)	9,328.446	13.71	127,893
	Qualified XII (0.80)	63,324.690	13.69	866,915
	Qualified XII (0.85)	41,647.257	13.67	569,318
	Qualified XII (0.90)	850.476	13.65	11,609
	Qualified XII (0.95)	46,041.966	13.63	627,552
	Qualified XII (1.00)	329,038.868	13.61	4,478,219
	Qualified XII (1.05)	8,685.946	13.59	118,042
	Qualified XII (1.10)	15,796.460	13.56	214,200
	Qualified XII (1.15)	4,088.922	13.54	55,364
	Qualified XII (1.20)	1,498.743	13.52	20,263
	Qualified XII (1.25)	11,023.704	13.50	148,820
	Qualified XII (1.30)	643.249	13.48	8,671
	Qualified XII (1.35)	284.621	13.46	3,831
	Qualified XII (1.40)	2,355.060	13.44	31,652
	Qualified XII (1.45)	41.729	13.42	560
	Qualified XII (1.50)	455.265	13.39	6,096
	Qualified XV	680.044	13.63	9,269
	Qualified XVI	15,377.969	13.39	205,911
	Qualified XVII	5,203.778	13.50	70,251
	Qualified XVIII	5,824.214	11.77	68,551
	Qualified XXI	2,426.515	13.69	33,219
	Qualified XXIV	8,655.962	13.67	118,327
	Qualified XXV	54,209.701	13.71	743,215
	Qualified XXVI	2,619.341	13.65	35,754
	Qualified XXXII	2,714.960	11.23	30,489
	Qualified XXXIV (0.60)	1,056.314	13.78	14,556
		1,518,524.716		$       20,473,983










157


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Oppenheimer Global
Currently payable annuity contracts:				$              19,957
Contracts in accumulation period:
	Qualified VI	80,311.545	$             12.30	987,832
	Qualified X (1.15)	2,557.421	12.33	31,533
	Qualified X (1.25)	37,841.707	12.30	465,453
	Qualified XII (0.60)	1,416.773	12.52	17,738
	Qualified XII (0.65)	841.520	12.50	10,519
	Qualified XII (0.70)	2,317.869	12.48	28,927
	Qualified XII (0.75)	718.043	12.47	8,954
	Qualified XII (0.80)	677.751	12.45	8,438
	Qualified XII (0.85)	8,403.379	12.43	104,454
	Qualified XII (0.90)	30.757	12.42	382
	Qualified XII (0.95)	6,815.403	12.40	84,511
	Qualified XII (1.00)	14,174.556	12.38	175,481
	Qualified XII (1.05)	1,822.069	12.37	22,539
	Qualified XII (1.10)	3,156.356	12.35	38,981
	Qualified XII (1.15)	742.903	12.33	9,160
	Qualified XII (1.20)	529.302	12.32	6,521
	Qualified XII (1.25)	3,837.805	12.30	47,205
	Qualified XII (1.35)	73.838	12.27	906
	Qualified XII (1.40)	252.980	12.25	3,099
	Qualified XII (1.45)	197.056	12.23	2,410
	Qualified XII (1.50)	498.936	12.22	6,097
	Qualified XV	776.452	12.40	9,628
	Qualified XVI	2,533.061	12.22	30,954
	Qualified XVII	1,804.390	12.30	22,194
	Qualified XXI	1,874.458	12.45	23,337
	Qualified XXIV	6,454.224	12.43	80,226
	Qualified XXV	1,332.638	12.47	16,618
	Qualified XXVI	11.514	12.42	143
	Qualified XXXIV (0.60)	10.543	12.52	132
		182,015.249		$         2,264,329














159


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING PIMCO Total Return
Currently payable annuity contracts:				$            155,772
Contracts in accumulation period:
	ING MAP PLUS NP10	10,556.214	$             10.30	108,729
	ING MAP PLUS NP11	6,879.224	10.30	70,856
	ING MAP PLUS NP14	18.677	10.28	192
	ING MAP PLUS NP15	11,972.665	10.28	123,079
	ING MAP PLUS NP16	1,268.482	10.28	13,040
	ING MAP PLUS NP22	9,380.585	10.25	96,151
	ING MAP PLUS NP26	89.248	10.23	913
	ING MAP PLUS NP29	8,365.069	10.22	85,491
	ING MAP PLUS NP30	193.634	10.21	1,977
	ING MAP PLUS NP9	19,012.028	10.31	196,014
	NYSUT 457	542,483.476	10.47	5,679,802
	Qualified VI	1,556,975.771	11.35	17,671,675
	Qualified VIII	551.675	11.34	6,256
	Qualified X (1.15)	1,309.226	11.38	14,899
	Qualified X (1.25)	166,329.956	11.35	1,887,845
	Qualified XII (0.45)	18,867.472	11.59	218,674
	Qualified XII (0.55)	13,155.104	11.56	152,073
	Qualified XII (0.60)	32,492.987	11.55	375,294
	Qualified XII (0.65)	51,418.820	11.53	592,859
	Qualified XII (0.70)	82,791.052	11.51	952,925
	Qualified XII (0.75)	65,092.000	11.50	748,558
	Qualified XII (0.80)	98,497.125	11.48	1,130,747
	Qualified XII (0.85)	84,251.002	11.47	966,359
	Qualified XII (0.90)	28,670.743	11.45	328,280
	Qualified XII (0.95)	222,087.063	11.44	2,540,676
	Qualified XII (1.00)	396,237.040	11.42	4,525,027
	Qualified XII (1.05)	76,586.679	11.41	873,854
	Qualified XII (1.10)	79,788.147	11.39	908,787
	Qualified XII (1.15)	25,944.728	11.38	295,251
	Qualified XII (1.20)	2,786.004	11.36	31,649
	Qualified XII (1.25)	35,512.952	11.35	403,072
	Qualified XII (1.30)	7,999.205	11.33	90,631
	Qualified XII (1.35)	8,418.110	11.32	95,293
	Qualified XII (1.40)	21,364.602	11.30	241,420
	Qualified XII (1.45)	637.378	11.29	7,196
	Qualified XII (1.50)	10,279.060	11.27	115,845
	Qualified XV	2,390.385	11.44	27,346
	Qualified XVI	30,622.715	11.27	345,118
	Qualified XVII	2,754.890	11.35	31,268
	Qualified XVIII	485.639	11.42	5,546






159


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING PIMCO Total Return (continued)
	Qualified XXI	8,165.766	$             11.48	$              93,743
	Qualified XXIV	32,633.158	11.46	373,976
	Qualified XXV	13,375.739	11.50	153,821
	Qualified XXVI	8,977.380	11.45	102,791
	Qualified XXVIII	59,773.468	11.42	682,613
	Qualified XXXII	2,093.217	10.32	21,602
	Qualified XXXIII (0.40)	5,432.388	11.64	63,233
	Qualified XXXIV (0.60)	7,225.282	11.55	83,452
		3,872,193.230		$       43,691,670

































160


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Salomon Brothers Aggressive Growth - Initial Class
Currently payable annuity contracts:				$              75,936
Contracts in accumulation period:
	Qualified V	1,747.353	$             13.79	24,096
	Qualified VI	6,351,424.750	13.98	88,792,918
	Qualified VIII	9,713.183	14.64	142,201
	Qualified X (1.15)	77,555.092	14.14	1,096,629
	Qualified X (1.25)	783,198.999	13.98	10,949,122
	Qualified XII (0.05)	108,486.311	14.61	1,584,985
	Qualified XII (0.15)	96,866.023	9.83	952,193
	Qualified XII (0.25)	532,751.929	8.55	4,555,029
	Qualified XII (0.30)	316,413.482	8.53	2,699,007
	Qualified XII (0.40)	325,708.749	9.83	3,201,717
	Qualified XII (0.45)	89,165.403	8.44	752,556
	Qualified XII (0.55)	75,108.343	8.39	630,159
	Qualified XII (0.60)	409,066.873	9.69	3,963,858
	Qualified XII (0.65)	49,434.574	8.33	411,790
	Qualified XII (0.70)	704,952.892	8.30	5,851,109
	Qualified XII (0.75)	682,535.387	8.28	5,651,393
	Qualified XII (0.80)	1,411,026.516	8.90	12,558,136
	Qualified XII (0.85)	913,925.756	9.59	8,764,548
	Qualified XII (0.90)	56,375.467	8.56	482,574
	Qualified XII (0.95)	498,957.518	9.51	4,745,086
	Qualified XII (1.00)	2,680,860.148	9.46	25,360,937
	Qualified XII (1.05)	322,443.843	9.42	3,037,421
	Qualified XII (1.10)	113,872.601	9.38	1,068,125
	Qualified XII (1.15)	96,078.052	9.34	897,369
	Qualified XII (1.20)	21,375.806	9.30	198,795
	Qualified XII (1.25)	75,333.477	9.26	697,588
	Qualified XII (1.30)	4,454.989	9.22	41,075
	Qualified XII (1.35)	3,826.689	9.18	35,129
	Qualified XII (1.40)	28,924.617	9.14	264,371
	Qualified XII (1.45)	1,027.913	9.10	9,354
	Qualified XII (1.50)	13,214.128	9.06	119,720
	Qualified XV	18,930.726	14.32	271,088
	Qualified XVI	121,537.126	13.71	1,666,274
	Qualified XVII	8,385.408	13.98	117,228
	Qualified XVIII	12,916.953	13.98	180,579
	Qualified XXI	111,022.853	14.44	1,603,170
	Qualified XXII	235.391	14.58	3,432
	Qualified XXIV	217,272.164	9.52	2,068,431
	Qualified XXV	91,393.487	14.28	1,305,099
	Qualified XXVI	17,716.420	14.19	251,396
	Qualified XXVII	1,787,806.040	14.24	25,458,358
	Qualified XXVIII	347,655.282	14.20	4,936,705
	Qualified XXXII	27,508.071	11.40	313,592
	Qualified XXXIV (0.60)	58,049.433	9.69	562,499
		19,676,256.217		$     228,352,777

161

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Salomon Brothers Aggressive Growth -Service Class
Contracts in accumulation period:
	ING MAP PLUS NP15	1,589.050	$             10.32	$              16,399
		1,589.050		$              16,399
ING Salomon Brothers Fundamental Value
Currently payable annuity contracts:				$              55,048
Contracts in accumulation period:
	Qualified VI	306,680.000	$             17.70	5,428,236
	Qualified X (1.15)	13,555.993	11.43	154,945
	Qualified X (1.25)	47,082.464	11.12	523,557
	Qualified XII (0.55)	1,372.099	18.10	24,835
	Qualified XII (0.60)	2,690.482	18.07	48,617
	Qualified XII (0.65)	1,791.519	18.04	32,319
	Qualified XII (0.70)	7,819.378	18.01	140,827
	Qualified XII (0.75)	2,785.595	17.98	50,085
	Qualified XII (0.80)	45,977.381	17.95	825,294
	Qualified XII (0.85)	9,257.278	17.93	165,983
	Qualified XII (0.90)	411.173	17.90	7,360
	Qualified XII (0.95)	19,332.513	17.87	345,472
	Qualified XII (1.00)	92,648.262	17.84	1,652,845
	Qualified XII (1.05)	5,108.984	17.81	90,991
	Qualified XII (1.10)	4,387.296	17.79	78,050
	Qualified XII (1.15)	4,549.437	17.76	80,798
	Qualified XII (1.20)	607.276	17.73	10,767
	Qualified XII (1.25)	4,881.752	17.70	86,407
	Qualified XII (1.30)	411.602	17.67	7,273
	Qualified XII (1.35)	113.825	17.65	2,009
	Qualified XII (1.40)	1,012.259	17.62	17,836
	Qualified XII (1.45)	12.621	17.59	222
	Qualified XII (1.50)	450.570	17.56	7,912
	Qualified XV	485.618	17.87	8,678
	Qualified XVI	4,496.128	17.56	78,952
	Qualified XVII	2,518.475	17.70	44,577
	Qualified XVIII	786.312	11.47	9,019
	Qualified XXI	1,151.699	17.95	20,673
	Qualified XXIV	10,106.473	17.92	181,108
	Qualified XXV	6,699.777	17.98	120,462
	Qualified XXVI	3,101.062	17.90	55,509
	Qualified XXXIV (0.60)	112.673	18.07	2,036
		602,397.976		$       10,358,702



162


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Salomon Brothers Investors Value
Contracts in accumulation period:
	Qualified VI	205,506.869	$             13.83	$         2,842,160
	Qualified X (1.15)	10,591.855	11.05	117,040
	Qualified X (1.25)	45,542.830	10.74	489,130
	Qualified XII (0.55)	2,305.516	14.14	32,600
	Qualified XII (0.60)	5,856.303	14.12	82,691
	Qualified XII (0.65)	3,123.901	14.10	44,047
	Qualified XII (0.70)	1,362.331	14.07	19,168
	Qualified XII (0.75)	6,564.199	14.05	92,227
	Qualified XII (0.80)	6,339.273	14.03	88,940
	Qualified XII (0.85)	3,688.294	14.01	51,673
	Qualified XII (0.90)	1,639.886	13.99	22,942
	Qualified XII (0.95)	16,981.877	13.96	237,067
	Qualified XII (1.00)	75,959.326	13.94	1,058,873
	Qualified XII (1.05)	4,342.026	13.92	60,441
	Qualified XII (1.10)	8,955.468	13.90	124,481
	Qualified XII (1.15)	683.718	13.88	9,490
	Qualified XII (1.20)	716.751	13.85	9,927
	Qualified XII (1.25)	4,607.013	13.83	63,715
	Qualified XII (1.30)	123.461	13.81	1,705
	Qualified XII (1.35)	287.455	13.79	3,964
	Qualified XII (1.40)	1,394.989	13.77	19,209
	Qualified XII (1.45)	13.891	13.75	191
	Qualified XII (1.50)	79.956	13.72	1,097
	Qualified XV	1,620.702	13.96	22,625
	Qualified XVI	3,172.376	13.72	43,525
	Qualified XVIII	630.090	11.10	6,994
	Qualified XXI	397.933	14.03	5,583
	Qualified XXIV	6,090.214	14.00	85,263
	Qualified XXV	2,086.335	14.05	29,313
	Qualified XXVI	6,161.902	13.99	86,205
	Qualified XXXIV (0.60)	551.487	14.12	7,787
		427,378.227		$         5,760,073










163


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract				Units	Unit Value		Extended Value
ING T. Rowe Price Diversified Mid Cap Growth - Service Class
Currently payable annuity contracts:							$                8,851
Contracts in accumulation period:
		ING MAP PLUS NP10	2,116.908		$             10.35		21,910
		ING MAP PLUS NP26	18.306		10.27		188
		Qualified V	89.528		7.64		684
		Qualified VI	677,904.296		7.68		5,206,305
		Qualified VIII	676.693		7.68		5,197
		Qualified X (1.15)	10,833.570		11.23		121,661
		Qualified X (1.25)	69,085.154		10.98		758,555
		Qualified XII (0.45)	1,681.599		7.88		13,251
		Qualified XII (0.55)	2,690.064		7.85		21,117
		Qualified XII (0.60)	11,130.229		7.84		87,261
		Qualified XII (0.65)	25,815.198		7.83		202,133
		Qualified XII (0.70)	31,561.892		7.82		246,814
		Qualified XII (0.75)	53,499.231		7.80		417,294
		Qualified XII (0.80)	16,533.248		7.79		128,794
		Qualified XII (0.85)	13,063.625		7.78		101,635
		Qualified XII (0.90)	3,675.675		7.77		28,560
		Qualified XII (0.95)	40,373.935		7.75		312,898
		Qualified XII (1.00)	149,479.974		7.74		1,156,975
		Qualified XII (1.05)	9,273.997		7.73		71,688
		Qualified XII (1.10)	7,459.715		7.72		57,589
		Qualified XII (1.15)	3,261.479		7.71		25,146
		Qualified XII (1.20)	1,319.895		7.69		10,150
		Qualified XII (1.25)	8,184.766		7.68		62,859
		Qualified XII (1.30)	39.243		7.67		301
	Qualified XII (1.35)		774.543			7.66	5,933
	Qualified XII (1.40)		3,195.033			7.65	24,442
	Qualified XII (1.45)		1,173.001			7.63	8,950
	Qualified XII (1.50)		412.598			7.62	3,144
	Qualified XV		1,757.807			7.75	13,623
	Qualified XVI		11,544.619			7.62	87,970
	Qualified XVIII		715.084			11.27	8,059
	Qualified XXI		5,289.345			7.79	41,204
	Qualified XXIV		17,675.579			7.78	137,516
	Qualified XXV		17,455.769			7.80	136,155
	Qualified XXVI		4,389.833			7.77	34,109
	Qualified XXXII		1,656.069			11.04	18,283
	Qualified XXXIV (0.60)		860.842			7.84	6,749
			1,206,668.342				$         9,593,953



164


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING T. Rowe Price Growth Equity - Initial Class
Currently payable annuity contracts:				$            621,714
Contracts in accumulation period:
	Qualified V	5,468.890	$             20.54	112,331
	Qualified VI	5,111,066.504	20.42	104,367,978
	Qualified VIII	3,943.954	20.84	82,192
	Qualified X (1.15)	45,231.948	23.10	1,044,858
	Qualified X (1.25)	526,773.077	22.88	12,052,568
	Qualified XII (0.05)	27,427.026	21.35	585,567
	Qualified XII (0.15)	35,842.115	11.35	406,808
	Qualified XII (0.25)	355,182.691	13.23	4,699,067
	Qualified XII (0.30)	113,710.614	13.19	1,499,843
	Qualified XII (0.40)	182,857.136	19.97	3,651,657
	Qualified XII (0.45)	90,992.644	13.05	1,187,454
	Qualified XII (0.55)	61,267.386	12.97	794,638
	Qualified XII (0.60)	329,385.460	12.93	4,258,954
	Qualified XII (0.65)	73,937.655	12.88	952,317
	Qualified XII (0.70)	432,104.673	12.84	5,548,224
	Qualified XII (0.75)	504,970.312	12.80	6,463,620
	Qualified XII (0.80)	910,197.082	14.05	12,788,269
	Qualified XII (0.85)	452,366.017	19.48	8,812,090
	Qualified XII (0.90)	35,900.369	13.55	486,450
	Qualified XII (0.95)	366,062.558	19.31	7,068,668
	Qualified XII (1.00)	1,814,592.616	19.23	34,894,616
	Qualified XII (1.05)	141,510.345	19.14	2,708,508
	Qualified XII (1.10)	103,950.682	19.06	1,981,300
	Qualified XII (1.15)	63,611.855	18.98	1,207,353
	Qualified XII (1.20)	12,188.889	18.90	230,370
	Qualified XII (1.25)	43,781.393	18.81	823,528
	Qualified XII (1.30)	3,744.581	18.73	70,136
	Qualified XII (1.35)	5,536.944	18.65	103,264
	Qualified XII (1.40)	22,725.471	18.57	422,012
	Qualified XII (1.45)	1,364.413	18.49	25,228
	Qualified XII (1.50)	2,874.416	18.41	52,918
	Qualified XV	13,139.293	20.92	274,874
	Qualified XVI	113,758.462	20.03	2,278,582
	Qualified XVII	18,169.001	20.42	371,011
	Qualified XVIII	17,546.416	22.88	401,462
	Qualified XXI	50,275.213	21.10	1,060,807
	Qualified XXII	51.361	21.30	1,094





165


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units		Unit Value		Extended Value
ING T. Rowe Price Growth Equity - Initial Class
	(continued)
		Qualified XXIV		113,343.071	$             19.34		$         2,192,055
		Qualified XXV		51,058.964	20.86		1,065,090
		Qualified XXVI		27,980.849	20.73		580,043
		Qualified XXVII		1,771,555.859	23.81		42,180,745
		Qualified XXVIII		836,544.121	23.73		19,851,192
		Qualified XXXI		1,660.979	14.30		23,752
		Qualified XXXII		22,446.365	11.28		253,195
		Qualified XXXIII (0.65)		14,099.912	11.31		159,470
		Qualified XXXIV (0.60)		53,153.983	12.93		687,281
				14,985,353.565			$     291,385,153
ING T. Rowe Price Growth Equity - Service Class
Contracts in accumulation period:
		ING MAP PLUS NP15		1,199.719	$             10.70	$              12,837
		ING MAP PLUS NP23		1,126.642	10.66	12,010
		ING MAP PLUS NP26		10.329	10.65	110
		ING MAP PLUS NP27		38.064	10.64	405
		ING MAP PLUS NP9		17,524.604	10.73	188,039
		Qualified XII (1.00)		471.957	12.16	5,739
				20,371.315		$            219,140






















166


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING UBS U.S. Large Cap Equity
Currently payable annuity contracts:				$            556,022
Contracts in accumulation period:
	Qualified V	1,580.312	$             15.39	24,321
	Qualified VI	4,099,188.783	15.69	64,316,272
	Qualified VII	72,406.777	13.28	961,562
	Qualified VIII	9,927.362	13.23	131,339
	Qualified IX	2,814.803	13.24	37,268
	Qualified X (1.15)	17,360.051	15.87	275,504
	Qualified X (1.25)	435,084.640	15.69	6,826,478
	Qualified XII (0.05)	24,235.610	16.40	397,464
	Qualified XII (0.15)	69,111.920	10.57	730,513
	Qualified XII (0.25)	316,547.768	10.53	3,333,248
	Qualified XII (0.30)	140,200.476	10.50	1,472,105
	Qualified XII (0.40)	82,379.504	10.49	864,161
	Qualified XII (0.45)	45,064.292	10.39	468,218
	Qualified XII (0.55)	39,465.053	10.33	407,674
	Qualified XII (0.60)	178,525.265	10.41	1,858,448
	Qualified XII (0.65)	73,274.074	10.26	751,792
	Qualified XII (0.70)	207,964.090	10.22	2,125,393
	Qualified XII (0.75)	230,728.263	10.19	2,351,121
	Qualified XII (0.80)	393,586.121	11.24	4,423,908
	Qualified XII (0.85)	603,217.106	10.23	6,170,911
	Qualified XII (0.90)	19,509.283	10.88	212,261
	Qualified XII (0.95)	251,553.748	10.14	2,550,755
	Qualified XII (1.00)	924,555.050	10.10	9,338,006
	Qualified XII (1.05)	84,091.443	10.05	845,119
	Qualified XII (1.10)	61,545.155	10.01	616,067
	Qualified XII (1.15)	68,288.666	9.97	680,838
	Qualified XII (1.20)	10,417.843	9.92	103,345
	Qualified XII (1.25)	27,296.761	9.88	269,692
	Qualified XII (1.30)	505.691	9.84	4,976
	Qualified XII (1.35)	1,012.360	9.79	9,911
	Qualified XII (1.40)	7,714.051	9.75	75,212
	Qualified XII (1.45)	1,074.562	9.71	10,434
	Qualified XII (1.50)	4,027.198	9.67	38,943
	Qualified XV	20,497.885	16.08	329,606
	Qualified XVI	99,013.645	15.39	1,523,820







167


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING UBS U.S. Large Cap Equity (continued)
	Qualified XVII	83,120.714	$             15.69	$         1,304,164
	Qualified XVIII	19,746.718	15.69	309,826
	Qualified XIX	3,809.487	10.33	39,352
	Qualified XX	4,784.937	13.61	65,123
	Qualified XXI	37,904.318	16.21	614,429
	Qualified XXIV	160,196.457	10.16	1,627,596
	Qualified XXV	28,334.809	16.03	454,207
	Qualified XXVI	13,043.126	15.93	207,777
	Qualified XXVII	811,333.643	15.04	12,202,458
	Qualified XXVIII	67,043.400	15.00	1,005,651
	Qualified XXIX	1,221.748	13.61	16,628
	Qualified XXX	49,597.327	13.47	668,076
	Qualified XXXII	113,571.989	11.71	1,329,928
	Qualified XXXIV (0.60)	50,894.428	10.41	529,811
		10,068,368.712		$     135,467,733
ING Van Kampen Comstock
Currently payable annuity contracts:				1,076,022
Contracts in accumulation period:
	ING MAP PLUS NP15	5,138.864	$             11.27	57,915
	ING MAP PLUS NP19	1,437.066	11.25	16,167
	ING MAP PLUS NP26	35.772	11.21	401
	NYSUT 457	777,785.992	14.42	11,215,674
	Qualified VI	2,242,751.305	12.26	27,496,131
	Qualified X (1.15)	33,720.081	12.30	414,757
	Qualified X (1.25)	199,434.095	12.26	2,445,062
	Qualified XII (0.55)	11,573.520	12.50	144,669
	Qualified XII (0.60)	14,256.009	12.48	177,915
	Qualified XII (0.65)	1,846.870	12.46	23,012
	Qualified XII (0.70)	55,048.755	12.45	685,357
	Qualified XII (0.75)	74,284.875	12.43	923,361
	Qualified XII (0.80)	503,772.039	12.41	6,251,811
	Qualified XII (0.85)	71,278.871	12.40	883,858
	Qualified XII (0.90)	9,594.507	12.38	118,780
	Qualified XII (0.95)	67,853.883	12.36	838,674
	Qualified XII (1.00)	1,224,022.834	12.35	15,116,682
	Qualified XII (1.05)	42,391.971	12.33	522,693
	Qualified XII (1.10)	20,591.145	12.31	253,477
	Qualified XII (1.15)	5,506.504	12.30	67,730
	Qualified XII (1.20)	798.860	12.28	9,810
	Qualified XII (1.25)	25,514.600	12.26	312,809

168

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
ING Van Kampen Comstock
	(continued)
		Qualified XII (1.30)	97.224	$             12.25	$                1,191
		Qualified XII (1.35)	1,466.967	12.23	17,941
		Qualified XII (1.40)	3,281.818	12.21	40,071
		Qualified XII (1.45)	138.934	12.20	1,695
		Qualified XII (1.50)	1,414.203	12.18	17,225
		Qualified XV	5,083.010	12.36	62,826
		Qualified XVI	23,542.447	12.18	286,747
		Qualified XVII	9,860.196	12.26	120,886
		Qualified XVIII	12,843.724	12.35	158,620
		Qualified XXI	4,593.796	12.41	57,009
		Qualified XXIV	128,475.948	12.39	1,591,817
		Qualified XXV	13,509.734	12.43	167,926
		Qualified XXVI	1,756.220	12.38	21,742
		Qualified XXXII	3,401.492	12.06	41,022
		Qualified XXXIII (0.40)	4,360.255	12.58	54,852
		Qualified XXXIV (0.60)	2,896.234	12.48	36,145
			5,605,360.620		$       71,730,482

























169


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Van Kampen Equity and Income
Contracts in accumulation period:
	Qualified VI	31,479.363	$             32.32	$         1,017,413
	Qualified VIII	1,629.301	32.32	52,659
	Qualified X (1.15)	12,362.671	11.01	136,113
	Qualified X (1.25)	34,199.425	10.44	357,042
	Qualified XII (0.55)	378.481	33.04	12,505
	Qualified XII (0.60)	920.218	32.99	30,358
	Qualified XII (0.65)	70.128	32.94	2,310
	Qualified XII (0.70)	3,253.907	32.89	107,021
	Qualified XII (0.75)	747.899	32.84	24,561
	Qualified XII (0.80)	3,995.181	32.79	131,002
	Qualified XII (0.85)	325.145	32.73	10,642
	Qualified XII (0.90)	11.138	32.68	364
	Qualified XII (0.95)	3,251.517	32.63	106,097
	Qualified XII (1.00)	4,784.131	32.58	155,867
	Qualified XII (1.05)	995.297	32.53	32,377
	Qualified XII (1.10)	257.297	32.48	8,357
	Qualified XII (1.15)	137.404	32.43	4,456
	Qualified XII (1.20)	87.214	32.38	2,824
	Qualified XII (1.25)	1,742.760	32.32	56,326
	Qualified XII (1.35)	10.956	32.22	353
	Qualified XII (1.40)	1,340.566	32.17	43,126
	Qualified XII (1.45)	4.234	32.12	136
	Qualified XII (1.50)	116.277	32.07	3,729
	Qualified XV	228.226	32.63	7,447
	Qualified XVI	497.350	32.07	15,950
	Qualified XVIII	1,012.839	11.06	11,202
	Qualified XXI	285.056	32.79	9,347
	Qualified XXIV	320.263	32.72	10,479
	Qualified XXV	605.298	32.84	19,878
	Qualified XXVI	46.297	32.68	1,513
	Qualified XXXIV (0.60)	6.365	32.99	210
		105,102.204		$         2,371,664










170


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Strategic Allocation Balanced
Currently payable annuity contracts:				$            405,199
Contracts in accumulation period:
	ING MAP PLUS NP11	31.598	$             10.76	340
	ING MAP PLUS NP15	1,233.799	10.74	13,251
	ING MAP PLUS NP16	17,697.018	10.73	189,889
	ING MAP PLUS NP17	1,747.810	10.73	18,754
	ING MAP PLUS NP22	4,658.599	10.70	49,847
	ING MAP PLUS NP29	7,268.510	10.67	77,555
	ING MAP PLUS NP7	2,235.622	10.78	24,100
	Qualified V	71.016	16.94	1,203
	Qualified VI	1,643,993.604	17.20	28,276,690
	Qualified X (1.15)	10,877.953	17.78	193,410
	Qualified X (1.25)	202,176.321	17.61	3,560,325
	Qualified XII (0.00)	11,478.546	11.56	132,692
	Qualified XII (0.05)	30,762.903	17.98	553,117
	Qualified XII (0.25)	93,553.080	11.85	1,108,604
	Qualified XII (0.30)	13,536.833	11.81	159,870
	Qualified XII (0.40)	225,212.814	16.31	3,673,221
	Qualified XII (0.45)	7,731.538	11.70	90,459
	Qualified XII (0.55)	10,492.168	11.62	121,919
	Qualified XII (0.60)	32,686.702	11.58	378,512
	Qualified XII (0.65)	116,259.792	11.54	1,341,638
	Qualified XII (0.70)	123,946.568	11.51	1,426,625
	Qualified XII (0.75)	291,049.434	11.47	3,338,337
	Qualified XII (0.80)	133,840.664	12.05	1,612,780
	Qualified XII (0.85)	190,198.303	15.91	3,026,055
	Qualified XII (0.90)	878.426	11.82	10,383
	Qualified XII (0.95)	75,783.196	15.77	1,195,101
	Qualified XII (1.00)	263,767.155	15.71	4,143,782
	Qualified XII (1.05)	381,482.609	15.64	5,966,388
	Qualified XII (1.10)	74,480.154	15.57	1,159,656
	Qualified XII (1.15)	98,751.613	15.50	1,530,650
	Qualified XII (1.20)	12,416.451	15.44	191,710
	Qualified XII (1.25)	28,210.150	15.37	433,590
	Qualified XII (1.30)	9,611.895	15.30	147,062
	Qualified XII (1.35)	5,024.016	15.24	76,566
	Qualified XII (1.40)	17,914.502	15.17	271,763
	Qualified XII (1.45)	660.490	15.11	9,980
	Qualified XII (1.50)	11,096.676	15.04	166,894





171


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract			Units	Unit Value	Extended Value
ING VP Strategic Allocation Balanced
	(continued)
		Qualified XV	2,775.482	$             17.62	$              48,904
		Qualified XVI	39,290.990	16.87	662,839
		Qualified XVII	10,243.941	17.66	180,908
		Qualified XVIII	14,230.420	18.08	257,286
		Qualified XXI	6,888.857	17.77	122,415
		Qualified XXII	508.974	17.94	9,131
		Qualified XXIV	9,822.469	15.80	155,195
		Qualified XXV	7,084.559	17.68	125,255
		Qualified XXVII	95,248.821	17.39	1,656,377
		Qualified XXVIII	125,814.887	17.33	2,180,372
		Qualified XXXII	4,380.807	11.15	48,846
		Qualified XXXIII (0.65)	186.794	11.51	2,150
		Qualified XXXIV (0.60)	11,924.871	11.58	138,090
			4,481,220.400		$       70,665,685
ING VP Strategic Allocation Growth
Currently payable annuity contracts:					$            284,435
Contracts in accumulation period:
		ING MAP PLUS NP11	880.110	$             10.91	9,602
		ING MAP PLUS NP15	549.954	10.89	5,989
		ING MAP PLUS NP16	696.969	10.89	7,590
		ING MAP PLUS NP17	8,778.125	10.88	95,506
		ING MAP PLUS NP19	401.196	10.87	4,361
		ING MAP PLUS NP22	539.871	10.86	5,863
		ING MAP PLUS NP29	4,155.771	10.83	45,007
		ING MAP PLUS NP7	1,152.150	10.93	12,593
		Qualified V	24.657	17.52	432
		Qualified VI	2,049,109.837	17.79	36,453,664
		Qualified VIII	8.610	17.77	153
		Qualified X (1.15)	19,820.249	18.47	366,080
		Qualified X (1.25)	255,898.250	18.29	4,680,379
		Qualified XII (0.00)	6,741.919	11.57	78,004
		Qualified XII (0.05)	3,587.359	18.59	66,689
		Qualified XII (0.25)	164,165.225	11.33	1,859,992
		Qualified XII (0.30)	11,048.804	11.29	124,741
		Qualified XII (0.40)	78,332.229	16.60	1,300,315
		Qualified XII (0.45)	19,274.866	11.18	215,493
		Qualified XII (0.55)	2,406.120	11.11	26,732
		Qualified XII (0.60)	32,264.504	11.41	368,138
		Qualified XII (0.65)	314,738.587	11.04	3,474,714
		Qualified XII (0.70)	176,297.454	11.00	1,939,272

172

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Strategic Allocation Growth (continued)
	Qualified XII (0.75)	262,631.752	$             10.96	$         2,878,444
	Qualified XII (0.80)	160,170.052	11.62	1,861,176
	Qualified XII (0.85)	235,562.322	16.19	3,813,754
	Qualified XII (0.90)	1,087.170	11.38	12,372
	Qualified XII (0.95)	92,191.900	16.05	1,479,680
	Qualified XII (1.00)	540,415.582	15.98	8,635,841
	Qualified XII (1.05)	137,114.582	15.91	2,181,493
	Qualified XII (1.10)	60,402.525	15.84	956,776
	Qualified XII (1.15)	77,379.518	15.77	1,220,275
	Qualified XII (1.20)	14,378.663	15.70	225,745
	Qualified XII (1.25)	20,915.985	15.64	327,126
	Qualified XII (1.30)	17,514.644	15.57	272,703
	Qualified XII (1.35)	2,284.387	15.50	35,408
	Qualified XII (1.40)	22,433.376	15.43	346,147
	Qualified XII (1.45)	1,151.269	15.37	17,695
	Qualified XII (1.50)	4,965.294	15.30	75,969
	Qualified XV	3,854.445	18.22	70,228
	Qualified XVI	37,622.865	17.45	656,519
	Qualified XVII	682.913	18.26	12,470
	Qualified XVIII	3,919.116	18.78	73,601
	Qualified XXI	9,322.633	18.38	171,350
	Qualified XXII	1,446.200	18.55	26,827
	Qualified XXIV	25,787.492	16.07	414,405
	Qualified XXV	13,799.617	18.28	252,257
	Qualified XXVI	320.473	18.17	5,823
	Qualified XXVII	89,601.446	17.98	1,611,034
	Qualified XXVIII	125,874.275	17.92	2,255,667
	Qualified XXXII	6,059.421	11.41	69,138
	Qualified XXXIII (0.65)	1,376.823	11.52	15,861
	Qualified XXXIV (0.60)	22,075.986	11.41	251,887
		5,143,215.542		$       81,653,415
ING VP Strategic Allocation Income
Currently payable annuity contracts:				$            147,013
Contracts in accumulation period:
	ING MAP PLUS NP11	234.659	$             10.56	2,478
	ING MAP PLUS NP15	1.802	10.54	19
	ING MAP PLUS NP16	482.543	10.54	5,086
	ING MAP PLUS NP17	605.224	10.53	6,373
	ING MAP PLUS NP19	682.621	10.53	7,188
	ING MAP PLUS NP22	871.931	10.51	9,164
	ING MAP PLUS NP29	1,571.183	10.48	16,466

173

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Strategic Allocation Income (continued)
	ING MAP PLUS NP7	1,270.794	$             10.58	$              13,445
	Qualified V	7.344	16.75	123
	Qualified VI	758,576.176	17.00	12,895,795
	Qualified X (1.15)	25,649.710	17.24	442,201
	Qualified X (1.25)	169,794.204	17.08	2,900,085
	Qualified XII (0.00)	6,987.251	11.53	80,563
	Qualified XII (0.05)	22,526.956	17.77	400,304
	Qualified XII (0.25)	35,603.600	12.78	455,014
	Qualified XII (0.30)	23,074.883	12.74	293,974
	Qualified XII (0.40)	65,777.899	16.47	1,083,362
	Qualified XII (0.45)	9,123.791	12.61	115,051
	Qualified XII (0.55)	11,350.918	12.53	142,227
	Qualified XII (0.60)	9,644.355	12.49	120,458
	Qualified XII (0.65)	8,025.141	12.45	99,913
	Qualified XII (0.70)	78,484.758	12.40	973,211
	Qualified XII (0.75)	88,761.085	12.36	1,097,087
	Qualified XII (0.80)	123,803.208	12.78	1,582,205
	Qualified XII (0.85)	77,211.519	16.06	1,240,017
	Qualified XII (0.90)	1,172.662	12.62	14,799
	Qualified XII (0.95)	46,656.344	15.92	742,769
	Qualified XII (1.00)	283,422.208	15.85	4,492,242
	Qualified XII (1.05)	52,553.992	15.78	829,302
	Qualified XII (1.10)	47,464.440	15.72	746,141
	Qualified XII (1.15)	32,084.217	15.65	502,118
	Qualified XII (1.20)	5,634.339	15.58	87,783
	Qualified XII (1.25)	13,525.210	15.51	209,776
	Qualified XII (1.30)	5,870.162	15.45	90,694
	Qualified XII (1.35)	186.346	15.38	2,866
	Qualified XII (1.40)	6,276.943	15.31	96,100
	Qualified XII (1.45)	2,373.836	15.25	36,201
	Qualified XII (1.50)	1,064.361	15.18	16,157
	Qualified XV	488.060	17.42	8,502
	Qualified XVI	17,194.065	16.68	286,797
	Qualified XVII	13,823.998	17.46	241,367
	Qualified XVIII	34,734.265	17.54	609,239
	Qualified XXI	4,459.875	17.57	78,360
	Qualified XXIV	4,794.169	15.95	76,467
	Qualified XXV	8,237.986	17.48	144,000
	Qualified XXVI	685.032	17.37	11,899
	Qualified XXVII	103,950.320	17.19	1,786,906
	Qualified XXVIII	62,417.922	17.13	1,069,219
	Qualified XXXII	5,609.400	10.85	60,862
	Qualified XXXIII (0.65)	1,007.484	11.49	11,576
	Qualified XXXIV (0.60)	6,305.925	12.49	78,761
		2,282,117.116		$       36,459,725

174

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Financial Services
Contracts in accumulation period:
	ING MAP PLUS NP11	867.802	$             10.87	$                9,433
		867.802		$                9,433
ING VP Growth and Income
Currently payable annuity contracts:				$     160,981,298
Contracts in accumulation period:		-
	Qualified I	49,405.214	$           262.97	12,992,089
	Qualified V	833.648	20.12	16,773
	Qualified VI	47,359,132.269	20.36	964,231,933
	Qualified VII	4,096,241.537	19.26	78,893,612
	Qualified VIII	47,574.537	18.89	898,683
	Qualified IX	7,968.462	19.50	155,385
	Qualified X (1.15)	393,754.325	20.58	8,103,464
	Qualified X (1.25)	7,775,013.408	20.36	158,299,273
	Qualified XII (0.00)	508,123.771	9.76	4,959,288
	Qualified XII (0.05)	312,468.186	21.28	6,649,323
	Qualified XII (0.25)	3,746,929.829	8.75	32,785,636
	Qualified XII (0.30)	652,353.036	8.73	5,695,042
	Qualified XII (0.40)	209,927.202	14.30	3,001,959
	Qualified XII (0.45)	445,801.851	8.64	3,851,728
	Qualified XII (0.55)	555,941.492	8.58	4,769,978
	Qualified XII (0.60)	2,284,440.853	9.62	21,976,321
	Qualified XII (0.65)	319,937.398	8.53	2,729,066
	Qualified XII (0.70)	1,973,731.412	8.50	16,776,717
	Qualified XII (0.75)	3,949,109.682	8.47	33,448,959
	Qualified XII (0.80)	5,924,538.769	9.26	54,861,229
	Qualified XII (0.85)	4,937,394.476	13.94	68,827,279
	Qualified XII (0.90)	198,181.341	8.95	1,773,723
	Qualified XII (0.95)	1,979,763.097	13.82	27,360,326
	Qualified XII (1.00)	8,778,508.648	13.76	120,792,279
	Qualified XII (1.05)	637,201.168	13.70	8,729,656
	Qualified XII (1.10)	389,152.713	13.64	5,308,043
	Qualified XII (1.15)	307,388.955	13.58	4,174,342
	Qualified XII (1.20)	56,739.985	13.53	767,692
	Qualified XII (1.25)	126,305.568	13.47	1,701,336
	Qualified XII (1.30)	7,111.558	13.41	95,366
	Qualified XII (1.35)	4,384.120	13.35	58,528
	Qualified XII (1.40)	33,485.930	13.29	445,028
	Qualified XII (1.45)	400.226	13.24	5,299
	Qualified XII (1.50)	10,519.955	13.18	138,653

175

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Growth and Income (continued)
	Qualified XV	395,517.937	$             20.85	$         8,246,549
	Qualified XVI	825,239.409	19.97	16,480,031
	Qualified XVII	2,484,959.980	20.74	51,538,070
	Qualified XVIII	2,731,469.528	20.74	56,650,678
	Qualified XIX	21,775.951	267.99	5,835,737
	Qualified XX	64,850.202	203.16	13,174,967
	Qualified XXI	277,870.423	21.03	5,843,615
	Qualified XXII	894.253	21.23	18,985
	Qualified XXIV	1,098,789.675	13.85	15,218,237
	Qualified XXV	517,779.599	20.93	10,837,127
	Qualified XXVI	75,251.563	20.79	1,564,480
	Qualified XXVII	784,199.633	201.50	158,016,226
	Qualified XXVIII	11,340.849	200.86	2,277,923
	Qualified XXIX	1,701.896	199.36	339,290
	Qualified XXX	37,888.755	197.33	7,476,588
	Qualified XXXII	768,283.021	11.19	8,597,087
	Qualified XXXIV (0.60)	410,828.794	9.62	3,952,173
		108,588,406.089		$  2,182,323,069
ING GET US Core - Series 1
Contracts in accumulation period:
	Qualified XXVII	211,645.004	$             10.51	$         2,224,389
		211,645.004		$         2,224,389
ING GET US Core - Series 2
Contracts in accumulation period:
	Qualified V	1,392.376	$             10.23	$              14,244
	Qualified VI	277,985.952	10.25	2,849,356
	Qualified XII (0.80)	359,809.797	10.31	3,709,639
	Qualified XII (1.00)	885,700.097	10.28	9,104,997
	Qualified XII (1.10)	3,210.039	10.26	32,935
	Qualified XII (1.25)	100.293	10.24	1,027
	Qualified XVII	19,855.360	10.26	203,716
	Qualified XXVII	56,486.284	10.28	580,679
	Qualified XXVIII	216,415.340	10.30	2,229,078
		1,820,955.538		$       18,725,671







176


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING GET US Core - Series 3
Contracts in accumulation period:
	Qualified VI	1,615,779.759	$               9.98	$       16,125,482
	Qualified X (1.15)	55,212.952	9.96	549,921
	Qualified X (1.25)	643,128.615	9.96	6,405,561
	Qualified XII (0.80)	577,171.128	10.01	5,777,483
	Qualified XII (0.95)	7,173.300	10.00	71,733
	Qualified XII (1.00)	1,193,583.183	9.99	11,923,896
	Qualified XII (1.10)	6,706.814	9.98	66,934
	Qualified XII (1.15)	34,499.398	9.97	343,959
	Qualified XII (1.25)	1,414.458	9.96	14,088
	Qualified XVI	640.301	9.95	6,371
	Qualified XVII	6,036.873	9.98	60,248
	Qualified XVIII	113,328.987	9.97	1,129,890
	Qualified XXIV	25,890.718	10.02	259,425
	Qualified XXVII	919,656.800	10.00	9,196,568
	Qualified XXVIII	30,163.337	10.01	301,935
	Qualified XXXII	69,307.731	9.96	690,305
		5,299,694.354		$       52,923,799
ING GET US Core - Series 5
Contracts in accumulation period:
	Qualified X (1.25)	47,614.327	$             10.47	$            498,522
	Qualified XXXII	18,836.199	10.47	197,215
		66,450.526		$            695,737
ING GET US Core - Series 6
Contracts in accumulation period:
	Qualified X (1.15)	68,117.460	$             10.08	$            686,624
	Qualified X (1.25)	396,251.191	10.08	3,994,212
	Qualified XVIII	48,936.111	10.08	493,276
	Qualified XXXII	42,703.373	10.08	430,450
		556,008.135		$         5,604,562
ING GET US Core - Series 7
Contracts in accumulation period:
	NYSUT 457	164,448.100	$             10.00	$         1,644,481
	Qualified X (1.15)	35,976.400	10.00	359,764
	Qualified X (1.25)	135,873.200	10.00	1,358,732
	Qualified XVIII	56,875.600	10.00	568,756
	Qualified XXXII	8,496.700	10.00	84,967
		401,670.000		$         4,016,700

177

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING GNMA Income
Contracts in accumulation period:
	ING MAP PLUS NP10	6,732.581	$             10.19	$              68,605
	ING MAP PLUS NP15	16,825.074	10.17	171,111
	ING MAP PLUS NP16	3,098.721	10.16	31,483
	ING MAP PLUS NP17	403.052	10.16	4,095
	ING MAP PLUS NP19	1,551.626	10.15	15,749
	ING MAP PLUS NP22	8,130.109	10.13	82,358
	ING MAP PLUS NP29	2,893.367	10.10	29,223
	ING MAP PLUS NP30	49.208	10.10	497
	ING MAP PLUS NP7	47.549	10.20	485
		39,731.287		$            403,606
ING Intermediate Bond
Contracts in accumulation period:
	ING MAP PLUS NP10	1,383.771	$             10.29	$              14,239
	ING MAP PLUS NP11	5,481.420	10.28	56,349
	ING MAP PLUS NP14	5,864.557	10.27	60,229
	ING MAP PLUS NP15	2,357.798	10.26	24,191
	ING MAP PLUS NP16	7,985.770	10.26	81,934
	ING MAP PLUS NP17	4,349.026	10.26	44,621
	ING MAP PLUS NP19	1,305.951	10.25	13,386
	ING MAP PLUS NP22	426.589	10.23	4,364
	ING MAP PLUS NP23	1,075.953	10.23	11,007
	ING MAP PLUS NP29	154.902	10.20	1,580
	ING MAP PLUS NP9	21,681.341	10.29	223,101
		52,067.078		$            535,001

















178


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Global Science and Technology
Contracts in accumulation period:
	Qualified V	2,315.643	$               3.58	$                8,290
	Qualified VI	4,468,526.945	3.60	16,086,697
	Qualified VIII	1,746.665	3.60	6,288
	Qualified X (1.15)	32,395.305	3.62	117,271
	Qualified X (1.25)	353,625.833	3.60	1,273,053
	Qualified XII (0.00)	22,494.263	8.89	199,974
	Qualified XII (0.05)	140,341.129	3.72	522,069
	Qualified XII (0.25)	287,993.915	3.78	1,088,617
	Qualified XII (0.30)	59,275.597	3.77	223,469
	Qualified XII (0.55)	66,807.795	3.72	248,525
	Qualified XII (0.60)	95,262.486	8.77	835,452
	Qualified XII (0.65)	30,326.486	3.70	112,208
	Qualified XII (0.70)	268,681.082	3.70	994,120
	Qualified XII (0.75)	209,455.556	3.69	772,891
	Qualified XII (0.80)	1,231,530.434	3.68	4,532,032
	Qualified XII (0.85)	376,426.158	3.67	1,381,484
	Qualified XII (0.90)	20,733.334	3.66	75,884
	Qualified XII (0.95)	356,885.480	3.65	1,302,632
	Qualified XII (1.00)	1,274,404.120	3.64	4,638,831
	Qualified XII (1.05)	95,758.516	3.64	348,561
	Qualified XII (1.10)	52,631.406	3.63	191,052
	Qualified XII (1.15)	26,214.641	3.62	94,897
	Qualified XII (1.20)	23,537.119	3.61	84,969
	Qualified XII (1.25)	64,005.555	3.60	230,420
	Qualified XII (1.30)	970.751	3.59	3,485
	Qualified XII (1.35)	9,088.826	3.58	32,538
	Qualified XII (1.40)	30,281.285	3.58	108,407
	Qualified XII (1.45)	703.643	3.57	2,512
	Qualified XII (1.50)	3,422.192	3.56	12,183
	Qualified XV	18,324.657	3.65	66,885
	Qualified XVI	59,773.034	3.56	212,792
	Qualified XVII	6,078.629	3.65	22,187
	Qualified XVIII	7,352.055	3.65	26,835
	Qualified XXI	153,744.566	3.68	565,780
	Qualified XXIV	196,034.604	3.67	719,447
	Qualified XXV	75,161.623	3.70	278,098
	Qualified XXVI	23,076.902	3.68	84,923
	Qualified XXVII	864,757.865	3.56	3,078,538
	Qualified XXXII	2,562.700	10.00	25,627
	Qualified XXXIV (0.60)	14,525.314	8.77	127,387
		11,027,234.109		$       40,737,310

179

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Growth
Currently payable annuity contracts:				$            210,491
Contracts in accumulation period:
	Qualified VI	2,540,097.482	$             14.30	36,323,394
	Qualified VIII	554.934	14.29	7,930
	Qualified X (1.15)	31,784.386	14.41	458,013
	Qualified X (1.25)	317,434.405	14.30	4,539,312
	Qualified XII (0.00)	42,614.316	9.43	401,853
	Qualified XII (0.05)	22,086.403	14.93	329,750
	Qualified XII (0.25)	131,316.120	9.74	1,279,019
	Qualified XII (0.30)	72,335.051	9.70	701,650
	Qualified XII (0.40)	299,121.995	15.14	4,528,707
	Qualified XII (0.45)	116,594.797	9.61	1,120,476
	Qualified XII (0.55)	17,616.021	9.55	168,233
	Qualified XII (0.60)	54,680.863	9.51	520,015
	Qualified XII (0.65)	27,074.261	9.48	256,664
	Qualified XII (0.70)	256,409.418	9.45	2,423,069
	Qualified XII (0.75)	571,824.628	9.42	5,386,588
	Qualified XII (0.80)	481,659.307	10.69	5,148,938
	Qualified XII (0.85)	185,448.949	14.75	2,735,372
	Qualified XII (0.90)	16,929.110	10.34	175,047
	Qualified XII (0.95)	142,835.724	14.64	2,091,115
	Qualified XII (1.00)	829,922.085	14.58	12,100,264
	Qualified XII (1.05)	88,767.011	14.52	1,288,897
	Qualified XII (1.10)	47,811.610	14.47	691,834
	Qualified XII (1.15)	21,180.430	14.41	305,210
	Qualified XII (1.20)	6,500.905	14.36	93,353
	Qualified XII (1.25)	27,913.636	14.30	399,165
	Qualified XII (1.30)	8,045.122	14.25	114,643
	Qualified XII (1.35)	2,078.435	14.19	29,493
	Qualified XII (1.40)	13,958.487	14.14	197,373
	Qualified XII (1.45)	1,478.906	14.08	20,823
	Qualified XII (1.50)	4,398.931	14.03	61,717
	Qualified XV	7,481.557	14.64	109,530
	Qualified XVI	58,204.419	14.03	816,608
	Qualified XVII	10,745.594	14.30	153,662
	Qualified XVIII	40,425.595	14.69	593,852
	Qualified XXI	35,425.000	14.76	522,873
	Qualified XXIV	62,104.022	14.67	911,066
	Qualified XXV	59,365.306	14.70	872,670
	Qualified XXVI	17,836.208	14.61	260,587
	Qualified XXVII	241,500.186	5.37	1,296,856
	Qualified XXXII	10,256.633	10.93	112,105
	Qualified XXXIV (0.60)	13,129.548	9.51	124,862
		6,936,947.796		$       89,883,079

180

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Index Plus LargeCap
Currently payable annuity contracts:				$         4,320,519
Contracts in accumulation period:
	ING MAP PLUS NP11	901.114	$             10.78	9,714
	ING MAP PLUS NP16	2,261.395	10.75	24,310
	ING MAP PLUS NP17	6,689.023	10.75	71,907
	ING MAP PLUS NP21	2,189.002	10.73	23,488
	ING MAP PLUS NP23	616.604	10.72	6,610
	ING MAP PLUS NP26	30.094	10.70	322
	ING MAP PLUS NP27	16.168	10.70	173
	ING MAP PLUS NP29	3,243.218	10.69	34,670
	ING MAP PLUS NP7	7,900.555	10.80	85,326
	ING MAP PLUS NP9	6,164.597	10.79	66,516
	Qualified V	22.732	18.30	416
	Qualified VI	12,053,612.460	18.54	223,473,975
	Qualified VIII	5,250.998	18.53	97,301
	Qualified X (1.15)	130,300.642	18.70	2,436,622
	Qualified X (1.25)	1,224,653.991	18.54	22,705,085
	Qualified XII (0.00)	127,121.662	10.71	1,361,473
	Qualified XII (0.05)	391,453.509	19.38	7,586,369
	Qualified XII (0.25)	714,615.670	11.87	8,482,488
	Qualified XII (0.30)	100,124.176	11.83	1,184,469
	Qualified XII (0.40)	466,832.452	19.66	9,177,926
	Qualified XII (0.45)	423,973.891	11.72	4,968,974
	Qualified XII (0.55)	223,076.718	11.64	2,596,613
	Qualified XII (0.60)	325,584.483	11.60	3,776,780
	Qualified XII (0.65)	88,982.180	11.56	1,028,634
	Qualified XII (0.70)	765,777.257	11.52	8,821,754
	Qualified XII (0.75)	1,294,852.393	11.49	14,877,854
	Qualified XII (0.80)	3,127,840.720	12.77	39,942,526
	Qualified XII (0.85)	1,005,097.861	19.17	19,267,726
	Qualified XII (0.90)	67,929.163	12.31	836,208
	Qualified XII (0.95)	623,072.857	19.01	11,844,615
	Qualified XII (1.00)	4,222,763.180	18.93	79,936,907
	Qualified XII (1.05)	278,888.913	18.85	5,257,056
	Qualified XII (1.10)	166,098.401	18.77	3,117,667
	Qualified XII (1.15)	259,832.246	18.70	4,858,863
	Qualified XII (1.20)	34,593.501	18.62	644,131
	Qualified XII (1.25)	116,478.263	18.54	2,159,507
	Qualified XII (1.30)	13,198.483	18.46	243,644
	Qualified XII (1.35)	18,808.863	18.39	345,895
	Qualified XII (1.40)	65,981.813	18.31	1,208,127



181


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Index Plus LargeCap (continued)
	Qualified XII (1.45)	3,149.616	$             18.24	$              57,449
	Qualified XII (1.50)	10,027.643	18.16	182,102
	Qualified XV	37,365.982	18.99	709,580
	Qualified XVI	188,039.032	18.19	3,420,430
	Qualified XVII	79,075.803	18.68	1,477,136
	Qualified XVIII	72,828.624	19.04	1,386,657
	Qualified XXI	140,916.597	19.16	2,699,962
	Qualified XXIV	131,731.250	19.04	2,508,163
	Qualified XXV	133,995.645	19.06	2,553,957
	Qualified XXVI	31,598.310	18.94	598,472
	Qualified XXVII	2,392,048.506	18.74	44,826,989
	Qualified XXVIII	721,286.403	18.68	13,473,630
	Qualified XXXII	71,567.460	11.34	811,575
	Qualified XXXIII (0.65)	5,765.980	10.67	61,523
	Qualified XXXIV (0.60)	74,962.845	11.60	869,569
		32,461,190.944		$     562,520,354
ING VP Index Plus MidCap
Currently payable annuity contracts:				$         1,028,385
Contracts in accumulation period:
	ING MAP PLUS NP14	10,297.788	$             11.30	116,365
	ING MAP PLUS NP16	653.587	11.29	7,379
	ING MAP PLUS NP17	388.220	11.29	4,383
	ING MAP PLUS NP21	1,025.022	11.27	11,552
	ING MAP PLUS NP23	255.417	11.26	2,876
	ING MAP PLUS NP26	16.904	11.24	190
	ING MAP PLUS NP29	2,364.025	11.23	26,548
	ING MAP PLUS NP30	32.263	11.22	362
	ING MAP PLUS NP7	3,888.712	11.34	44,098
	ING MAP PLUS NP9	1,377.317	11.33	15,605
	Qualified V	8,032.921	18.59	149,332
	Qualified VI	5,712,947.366	18.79	107,346,281
	Qualified VIII	1,855.005	18.78	34,837
	Qualified X (1.15)	67,226.586	18.92	1,271,927
	Qualified X (1.25)	526,002.555	18.79	9,883,588
	Qualified XII (0.05)	204,340.133	19.56	3,996,893
	Qualified XII (0.15)	82,575.000	13.68	1,129,626
	Qualified XII (0.25)	315,405.593	20.56	6,484,739
	Qualified XII (0.30)	113,839.239	20.49	2,332,566
	Qualified XII (0.40)	149,928.391	19.83	2,973,080
	Qualified XII (0.45)	201,451.923	20.28	4,085,445
	Qualified XII (0.55)	94,685.757	20.15	1,907,918

182

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Index Plus MidCap (continued)
	Qualified XII (0.60)	417,848.954	$             20.08	$         8,390,407
	Qualified XII (0.65)	101,888.611	20.02	2,039,810
	Qualified XII (0.70)	315,249.824	19.95	6,289,234
	Qualified XII (0.75)	442,115.385	19.89	8,793,675
	Qualified XII (0.80)	2,047,007.950	19.37	39,650,544
	Qualified XII (0.85)	577,038.290	19.30	11,136,839
	Qualified XII (0.90)	24,389.605	19.24	469,256
	Qualified XII (0.95)	402,880.448	19.18	7,727,247
	Qualified XII (1.00)	2,898,090.162	19.11	55,382,503
	Qualified XII (1.05)	197,865.879	19.05	3,769,345
	Qualified XII (1.10)	149,319.231	18.98	2,834,079
	Qualified XII (1.15)	89,722.675	18.92	1,697,553
	Qualified XII (1.20)	20,823.383	18.86	392,729
	Qualified XII (1.25)	104,291.059	18.79	1,959,629
	Qualified XII (1.30)	12,305.873	18.73	230,489
	Qualified XII (1.35)	8,427.852	18.67	157,348
	Qualified XII (1.40)	50,145.513	18.61	933,208
	Qualified XII (1.45)	7,191.478	18.54	133,330
	Qualified XII (1.50)	10,138.312	18.48	187,356
	Qualified XV	17,446.663	19.18	334,627
	Qualified XVI	104,260.931	18.48	1,926,742
	Qualified XVII	21,962.906	18.79	412,683
	Qualified XVIII	27,288.132	18.79	512,744
	Qualified XXI	56,916.960	19.34	1,100,774
	Qualified XXIV	166,285.439	19.23	3,197,669
	Qualified XXV	98,232.505	19.32	1,897,852
	Qualified XXVI	32,925.313	19.20	632,166
	Qualified XXVII	1,675,767.493	19.78	33,146,681
	Qualified XXVIII	1,146,578.184	19.71	22,599,056
	Qualified XXXII	15,226.707	11.72	178,457
	Qualified XXXIII (0.65)	2,316.446	13.62	31,550
	Qualified XXXIV (0.60)	23,444.124	20.08	470,758
		18,763,982.011		$     361,470,315
ING VP Index Plus SmallCap
Currently payable annuity contracts:				$            594,096
Contracts in accumulation period:
	ING MAP PLUS NP10	3,463.783	$             11.79	40,838
	ING MAP PLUS NP16	2,375.935	11.76	27,941
	ING MAP PLUS NP17	1,026.723	11.75	12,064
	ING MAP PLUS NP29	30.625	11.69	358
	ING MAP PLUS NP30	25.257	11.68	295

183

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Index Plus SmallCap (continued)
	ING MAP PLUS NP9	3,925.169	$             11.80	$              46,317
	Qualified VI	3,206,207.143	14.70	47,131,245
	Qualified VIII	809.190	14.69	11,887
	Qualified X (1.15)	62,756.216	14.80	928,792
	Qualified X (1.25)	310,165.714	14.70	4,559,436
	Qualified XII (0.00)	23,271.662	14.68	341,628
	Qualified XII (0.05)	196,547.582	15.30	3,007,178
	Qualified XII (0.25)	195,697.797	16.34	3,197,702
	Qualified XII (0.30)	76,283.732	16.29	1,242,662
	Qualified XII (0.45)	91,919.963	16.13	1,482,669
	Qualified XII (0.55)	36,942.947	16.02	591,826
	Qualified XII (0.60)	228,857.483	15.97	3,654,854
	Qualified XII (0.65)	31,742.426	15.91	505,022
	Qualified XII (0.70)	172,604.351	15.86	2,737,505
	Qualified XII (0.75)	210,974.130	15.81	3,335,501
	Qualified XII (0.80)	1,240,295.313	15.15	18,790,474
	Qualified XII (0.85)	338,780.331	15.10	5,115,583
	Qualified XII (0.90)	14,247.973	15.05	214,432
	Qualified XII (0.95)	241,959.133	15.00	3,629,387
	Qualified XII (1.00)	1,031,397.458	14.95	15,419,392
	Qualified XII (1.05)	63,033.960	14.90	939,206
	Qualified XII (1.10)	50,781.886	14.85	754,111
	Qualified XII (1.15)	70,347.500	14.80	1,041,143
	Qualified XII (1.20)	10,934.373	14.75	161,282
	Qualified XII (1.25)	67,253.606	14.70	988,628
	Qualified XII (1.30)	627.167	14.65	9,188
	Qualified XII (1.35)	4,882.945	14.60	71,291
	Qualified XII (1.40)	21,397.938	14.55	311,340
	Qualified XII (1.45)	2,460.759	14.50	35,681
	Qualified XII (1.50)	2,041.730	14.45	29,503
	Qualified XV	18,176.933	15.00	272,654
	Qualified XVI	68,874.810	14.45	995,241
	Qualified XVII	20,764.150	14.70	305,233
	Qualified XVIII	43,727.211	14.70	642,790
	Qualified XXI	20,569.511	15.12	311,011
	Qualified XXIV	91,647.872	15.04	1,378,384
	Qualified XXV	61,798.213	15.11	933,771
	Qualified XXVI	16,039.507	15.01	240,753
	Qualified XXVII	1,155,530.590	15.43	17,829,837
	Qualified XXVIII	919,885.175	15.38	14,147,834
	Qualified XXXII	14,044.508	12.29	172,607
	Qualified XXXIII (0.65)	2,853.899	14.62	41,724
	Qualified XXXIV (0.60)	15,909.017	15.97	254,067
		10,465,891.296		$     158,486,363

184

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP International Equity
Currently payable annuity contracts:				$              22,589
Contracts in accumulation period:
	Qualified VI	632,047.296	$               9.43	5,960,206
	Qualified VIII	13.044	9.43	123
	Qualified X (1.15)	6,359.052	9.50	60,411
	Qualified X (1.25)	95,073.595	9.43	896,544
	Qualified XII (0.05)	2,322.302	9.82	22,805
	Qualified XII (0.15)	2,379.279	11.10	26,410
	Qualified XII (0.25)	30,978.942	9.83	304,523
	Qualified XII (0.30)	12,311.747	9.79	120,532
	Qualified XII (0.40)	97,452.865	9.95	969,656
	Qualified XII (0.45)	24,599.485	9.70	238,615
	Qualified XII (0.55)	2,141.640	9.63	20,624
	Qualified XII (0.60)	43,987.295	10.94	481,221
	Qualified XII (0.65)	6,968.338	9.57	66,687
	Qualified XII (0.70)	52,188.574	9.54	497,879
	Qualified XII (0.75)	12,622.082	9.51	120,036
	Qualified XII (0.80)	67,801.954	9.72	659,035
	Qualified XII (0.85)	86,698.865	9.69	840,112
	Qualified XII (0.90)	1,493.685	9.66	14,429
	Qualified XII (0.95)	47,928.898	9.62	461,076
	Qualified XII (1.00)	105,850.678	9.59	1,015,108
	Qualified XII (1.05)	15,207.426	9.56	145,383
	Qualified XII (1.10)	11,277.019	9.53	107,470
	Qualified XII (1.15)	7,408.316	9.50	70,379
	Qualified XII (1.20)	1,712.896	9.46	16,204
	Qualified XII (1.25)	14,063.945	9.43	132,623
	Qualified XII (1.35)	703.522	9.37	6,592
	Qualified XII (1.40)	6,564.989	9.34	61,317
	Qualified XII (1.45)	45.865	9.31	427
	Qualified XII (1.50)	1,832.759	9.28	17,008
	Qualified XV	2,344.387	9.62	22,553
	Qualified XVI	13,835.561	9.28	128,394
	Qualified XVIII	6,874.019	9.43	64,822
	Qualified XXI	6,370.442	9.71	61,857
	Qualified XXIV	22,318.963	9.65	215,378
	Qualified XXV	12,019.485	9.70	116,589
	Qualified XXVI	382.243	9.63	3,681
	Qualified XXVII	54,101.937	6.71	363,024
	Qualified XXXII	465.928	12.18	5,675
	Qualified XXXIV (0.60)	202.285	10.94	2,213
		1,508,951.603		$       14,340,210

185

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Small Company
Currently payable annuity contracts:				$            484,755
Contracts in accumulation period:
	Qualified V	320.822	$             21.90	7,026
	Qualified VI	2,636,926.477	22.17	58,460,660
	Qualified VIII	1,103.701	22.16	24,458
	Qualified X (1.15)	39,059.418	22.35	872,978
	Qualified X (1.25)	316,370.636	22.17	7,013,937
	Qualified XII (0.00)	30,744.783	12.46	383,080
	Qualified XII (0.05)	36,192.225	23.15	837,850
	Qualified XII (0.25)	118,229.364	15.87	1,876,300
	Qualified XII (0.30)	80,997.217	15.81	1,280,566
	Qualified XII (0.40)	219,573.114	23.47	5,153,381
	Qualified XII (0.45)	91,184.228	15.66	1,427,945
	Qualified XII (0.55)	57,476.864	15.56	894,340
	Qualified XII (0.60)	274,222.452	15.50	4,250,448
	Qualified XII (0.65)	41,749.320	15.45	645,027
	Qualified XII (0.70)	279,249.221	15.40	4,300,438
	Qualified XII (0.75)	522,075.114	15.35	8,013,853
	Qualified XII (0.80)	1,718,729.595	16.32	28,049,667
	Qualified XII (0.85)	270,368.124	22.87	6,183,319
	Qualified XII (0.90)	21,355.063	15.80	337,410
	Qualified XII (0.95)	138,534.068	22.69	3,143,338
	Qualified XII (1.00)	980,499.204	22.61	22,169,087
	Qualified XII (1.05)	95,884.458	22.52	2,159,318
	Qualified XII (1.10)	52,216.095	22.43	1,171,207
	Qualified XII (1.15)	87,891.499	22.35	1,964,375
	Qualified XII (1.20)	16,679.874	22.26	371,294
	Qualified XII (1.25)	38,793.775	22.17	860,058
	Qualified XII (1.30)	7,599.683	22.09	167,877
	Qualified XII (1.35)	2,134.727	22.00	46,964
	Qualified XII (1.40)	26,280.155	21.92	576,061
	Qualified XII (1.45)	2,451.214	21.83	53,510
	Qualified XII (1.50)	5,623.402	21.75	122,309
	Qualified XV	9,937.990	22.69	225,493
	Qualified XVI	58,199.356	21.75	1,265,836
	Qualified XVII	8,472.215	22.17	187,829
	Qualified XVIII	14,215.547	22.77	323,688
	Qualified XXI	26,937.222	22.89	616,593
	Qualified XXIV	79,181.047	22.74	1,800,577
	Qualified XXV	43,219.789	22.79	984,979
	Qualified XXVI	10,561.324	22.65	239,214
	Qualified XXVII	519,293.557	11.02	5,722,615
	Qualified XXVIII	56,367.292	11.74	661,752
	Qualified XXXII	15,288.552	11.53	176,277
	Qualified XXXIII (0.65)	367.688	12.41	4,563
	Qualified XXXIV (0.60)	17,191.484	15.50	266,468
		9,069,748.955		$     175,778,720

186

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Value Opportunity
Contracts in accumulation period:
	Qualified V	216.151	$             17.77	$                3,841
	Qualified VI	1,889,964.944	18.00	34,019,369
	Qualified VIII	644.691	17.99	11,598
	Qualified X (1.15)	41,012.900	18.14	743,974
	Qualified X (1.25)	190,637.778	18.00	3,431,480
	Qualified XII (0.00)	32,286.494	9.70	313,179
	Qualified XII (0.05)	5,534.593	18.79	103,995
	Qualified XII (0.25)	190,743.622	12.70	2,422,444
	Qualified XII (0.30)	53,494.234	12.66	677,237
	Qualified XII (0.45)	21,558.419	12.53	270,127
	Qualified XII (0.55)	186,341.124	12.45	2,319,947
	Qualified XII (0.60)	166,604.754	12.41	2,067,565
	Qualified XII (0.65)	15,981.406	12.37	197,690
	Qualified XII (0.70)	248,943.147	12.33	3,069,469
	Qualified XII (0.75)	344,181.123	12.29	4,229,986
	Qualified XII (0.80)	635,659.377	13.49	8,575,045
	Qualified XII (0.85)	235,565.949	18.56	4,372,104
	Qualified XII (0.90)	21,027.321	13.14	276,299
	Qualified XII (0.95)	149,673.833	18.42	2,756,992
	Qualified XII (1.00)	798,182.670	18.35	14,646,652
	Qualified XII (1.05)	63,731.455	18.28	1,165,011
	Qualified XII (1.10)	36,914.717	18.21	672,217
	Qualified XII (1.15)	54,581.863	18.14	990,115
	Qualified XII (1.20)	30,067.239	18.07	543,315
	Qualified XII (1.25)	32,827.111	18.00	590,888
	Qualified XII (1.30)	7,191.634	17.93	128,946
	Qualified XII (1.35)	2,965.398	17.86	52,962
	Qualified XII (1.40)	15,601.855	17.79	277,557
	Qualified XII (1.45)	1,021.050	17.72	18,093
	Qualified XII (1.50)	3,315.807	17.65	58,524
	Qualified XV	3,011.835	18.42	55,478
	Qualified XVI	33,789.632	17.65	596,387
	Qualified XVII	9,238.445	18.00	166,292
	Qualified XVIII	7,420.617	18.48	137,133
	Qualified XXI	25,183.845	18.57	467,664
	Qualified XXIV	41,035.807	18.46	757,521
	Qualified XXV	31,547.946	18.50	583,637
	Qualified XXVI	8,121.382	18.38	149,271
	Qualified XXVII	817,816.837	13.72	11,220,447
	Qualified XXVIII	509,358.742	13.67	6,962,934
	Qualified XXXII	7,239.399	11.32	81,950
	Qualified XXXIII (0.65)	23.913	9.66	231
	Qualified XXXIV (0.60)	14,748.187	12.41	183,025
		6,985,009.246		$     110,368,591

187

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Financial Services
Contracts in accumulation period:
	Qualified VI	8,717.177	$             11.12	$              96,935
	Qualified X (1.25)	34.266	11.44	392
	Qualified XII (0.75)	0.179	11.16	2
	Qualified XII (0.80)	1,477.778	11.16	16,492
	Qualified XII (0.85)	933.364	11.15	10,407
	Qualified XII (0.95)	9.686	11.15	108
	Qualified XII (1.00)	5,499.461	11.14	61,264
	Qualified XII (1.05)	156.822	11.14	1,747
	Qualified XII (1.25)	523.112	11.12	5,817
	Qualified XXIV	117.445	11.35	1,333
		17,469.290		$            194,497
ING VP International Value
Currently payable annuity contracts:				$            287,214
Contracts in accumulation period:
	ING MAP PLUS NP17	1,297.920	$             11.54	14,978
	ING MAP PLUS NP26	6.527	11.49	75
	ING MAP PLUS NP27	25.849	11.49	297
	ING MAP PLUS NP7	515.703	11.59	5,977
	Qualified V	6,256.525	11.80	73,827
	Qualified VI	845,792.080	11.87	10,039,552
	Qualified X (1.15)	24,052.897	11.91	286,470
	Qualified X (1.25)	183,335.973	11.87	2,176,198
	Qualified XII (0.30)	10,661.746	12.26	130,713
	Qualified XII (0.40)	75,769.721	12.22	925,906
	Qualified XII (0.45)	4,546.885	12.20	55,472
	Qualified XII (0.55)	25,881.744	12.16	314,722
	Qualified XII (0.60)	11,159.852	12.13	135,369
	Qualified XII (0.65)	23,580.347	12.11	285,558
	Qualified XII (0.70)	61,310.836	12.09	741,248
	Qualified XII (0.75)	390,089.809	12.07	4,708,384
	Qualified XII (0.80)	359,887.137	12.05	4,336,640
	Qualified XII (0.85)	68,875.312	12.03	828,570
	Qualified XII (0.90)	1,708.327	12.01	20,517
	Qualified XII (0.95)	66,697.081	11.99	799,698
	Qualified XII (1.00)	2,256,852.966	11.97	27,014,530
	Qualified XII (1.05)	25,396.067	11.95	303,483
	Qualified XII (1.10)	20,979.631	11.93	250,287
	Qualified XII (1.15)	64,416.037	11.91	767,195
	Qualified XII (1.20)	3,068.965	11.89	36,490
	Qualified XII (1.25)	12,651.980	11.87	150,179

188

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP International Value (continued)
	Qualified XII (1.30)	1,541.941	$             11.85	$              18,272
	Qualified XII (1.35)	937.394	11.82	11,080
	Qualified XII (1.40)	5,529.746	11.80	65,251
	Qualified XII (1.45)	866.723	11.78	10,210
	Qualified XII (1.50)	1,088.520	11.76	12,801
	Qualified XV	7,220.934	11.99	86,579
	Qualified XVI	12,453.316	11.76	146,451
	Qualified XVII	2,461.921	11.87	29,223
	Qualified XVIII	15,740.522	11.87	186,840
	Qualified XXI	3,691.784	12.05	44,486
	Qualified XXIV	39,381.198	12.02	473,362
	Qualified XXV	10,472.030	12.12	126,921
	Qualified XXVI	2,898.917	12.01	34,816
	Qualified XXVIII	167,823.331	13.33	2,237,085
	Qualified XXXII	972.309	12.17	11,833
	Qualified XXXIII (0.65)	11,146.390	12.05	134,314
	Qualified XXXIV (0.60)	4,962.490	12.13	60,195
		4,834,007.383		$       58,379,268
ING VP MagnaCap
Contracts in accumulation period:
	Qualified VI	100,037.710	$               9.52	$            952,359
	Qualified XII (0.60)	125.000	9.68	1,210
	Qualified XII (0.65)	226.577	9.67	2,191
	Qualified XII (0.70)	253.106	9.66	2,445
	Qualified XII (0.80)	3,823.883	9.63	36,824
	Qualified XII (0.85)	21,790.541	9.62	209,625
	Qualified XII (0.90)	243.496	9.61	2,340
	Qualified XII (0.95)	6,188.425	9.59	59,347
	Qualified XII (1.00)	26,072.338	9.58	249,773
	Qualified XII (1.05)	2,470.846	9.57	23,646
	Qualified XII (1.10)	831.727	9.55	7,943
	Qualified XII (1.15)	1,382.809	9.54	13,192
	Qualified XII (1.20)	87.618	9.53	835
	Qualified XII (1.25)	2,700.421	9.52	25,708
	Qualified XII (1.35)	304.110	9.49	2,886
	Qualified XII (1.40)	143.777	9.48	1,363
	Qualified XII (1.45)	4.863	9.46	46
	Qualified XII (1.50)	791.006	9.45	7,475
	Qualified XVI	239.683	9.45	2,265
	Qualified XXI	1,186.812	9.63	11,429
	Qualified XXIV	11,770.582	9.62	113,233
	Qualified XXV	2,125.310	9.68	20,573
	Qualified XXVI	106.451	9.61	1,023
	Qualified XXXIV (0.60)	22.624	9.68	219
		182,929.715		$         1,747,950

189

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP MidCap Opportunities
Contracts in accumulation period:
	Qualified VI	250,795.136	$             10.28	$         2,578,174
	Qualified X (1.15)	10,821.317	10.32	111,676
	Qualified X (1.25)	41,747.665	10.28	429,166
	Qualified XII (0.55)	15,350.142	10.53	161,637
	Qualified XII (0.60)	2,965.442	11.43	33,895
	Qualified XII (0.65)	2,002.667	10.50	21,028
	Qualified XII (0.70)	7,440.362	10.48	77,975
	Qualified XII (0.75)	2,680.497	10.46	28,038
	Qualified XII (0.80)	44,281.130	10.44	462,295
	Qualified XII (0.85)	14,596.929	10.42	152,100
	Qualified XII (0.90)	793.948	10.41	8,265
	Qualified XII (0.95)	36,782.291	10.39	382,168
	Qualified XII (1.00)	48,115.911	10.37	498,962
	Qualified XII (1.05)	6,323.961	10.35	65,453
	Qualified XII (1.10)	6,064.216	10.34	62,704
	Qualified XII (1.15)	857.074	10.32	8,845
	Qualified XII (1.20)	761.359	10.30	7,842
	Qualified XII (1.25)	5,605.447	10.28	57,624
	Qualified XII (1.30)	29.727	10.26	305
	Qualified XII (1.35)	310.830	10.25	3,186
	Qualified XII (1.40)	2,400.880	10.23	24,561
	Qualified XII (1.45)	1,227.522	10.21	12,533
	Qualified XII (1.50)	592.738	10.19	6,040
	Qualified XV	82.194	10.39	854
	Qualified XVI	6,239.254	10.19	63,578
	Qualified XVIII	4,041.245	10.28	41,544
	Qualified XXI	3,321.456	10.44	34,676
	Qualified XXIV	11,118.138	10.42	115,851
	Qualified XXV	4,921.619	10.50	51,677
	Qualified XXVI	1,494.237	10.41	15,555
	Qualified XXXIV (0.60)	2,408.399	11.43	27,528
		536,173.733		$         5,545,735










190


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP Real Estate
Contracts in accumulation period:
	Qualified VI	659,404.899	$             13.88	$         9,152,540
	Qualified X (1.15)	5,823.542	13.89	80,889
	Qualified X (1.25)	41,062.968	13.88	569,954
	Qualified XII (0.55)	545.018	13.95	7,603
	Qualified XII (0.65)	65.208	13.94	909
	Qualified XII (0.70)	2,923.960	13.94	40,760
	Qualified XII (0.75)	1,342.140	13.93	18,696
	Qualified XII (0.80)	610,444.006	13.93	8,503,485
	Qualified XII (0.85)	21,014.224	13.92	292,518
	Qualified XII (0.90)	108.333	13.92	1,508
	Qualified XII (0.95)	18,544.285	13.91	257,951
	Qualified XII (1.00)	341,616.391	13.91	4,751,884
	Qualified XII (1.05)	9,097.338	13.90	126,453
	Qualified XII (1.10)	3,096.978	13.90	43,048
	Qualified XII (1.15)	10,565.443	13.89	146,754
	Qualified XII (1.20)	290.857	13.89	4,040
	Qualified XII (1.25)	3,731.484	13.88	51,793
	Qualified XII (1.30)	467.507	13.88	6,489
	Qualified XII (1.35)	29.560	13.87	410
	Qualified XII (1.40)	1,375.703	13.87	19,081
	Qualified XII (1.45)	0.216	13.87	3
	Qualified XII (1.50)	855.484	13.86	11,857
	Qualified XVI	2,647.403	13.86	36,693
	Qualified XVIII	3,202.522	13.88	44,451
	Qualified XXIV	84,960.456	13.58	1,153,763
	Qualified XXVII	135,857.512	13.91	1,889,778
	Qualified XXXII	838.400	13.88	11,637
		1,959,911.837		$       27,224,947














191


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING VP SmallCap Opportunities
Contracts in accumulation period:
	Qualified V	128.591	$               7.38	$                   949
	Qualified VI	261,279.650	7.42	1,938,695
	Qualified VIII	126.415	7.42	938
	Qualified X (1.25)	55,719.677	7.42	413,440
	Qualified XII (0.40)	78,599.345	7.64	600,499
	Qualified XII (0.45)	10,727.655	7.63	81,852
	Qualified XII (0.55)	354,764.079	7.60	2,696,207
	Qualified XII (0.60)	5,796.906	8.08	46,839
	Qualified XII (0.65)	9,229.156	7.58	69,957
	Qualified XII (0.70)	14,063.889	7.56	106,323
	Qualified XII (0.75)	52,532.583	7.55	396,621
	Qualified XII (0.80)	55,768.303	7.54	420,493
	Qualified XII (0.85)	14,721.675	7.52	110,707
	Qualified XII (0.90)	309.854	7.51	2,327
	Qualified XII (0.95)	10,741.334	7.50	80,560
	Qualified XII (1.00)	86,221.391	7.48	644,936
	Qualified XII (1.05)	6,479.116	7.47	48,399
	Qualified XII (1.10)	4,123.726	7.46	30,763
	Qualified XII (1.15)	1,799.731	7.45	13,408
	Qualified XII (1.20)	2,396.904	7.43	17,809
	Qualified XII (1.25)	8,829.919	7.42	65,518
	Qualified XII (1.35)	638.566	7.39	4,719
	Qualified XII (1.40)	3,099.593	7.38	22,875
	Qualified XII (1.45)	293.623	7.37	2,164
	Qualified XII (1.50)	1,646.060	7.36	12,115
	Qualified XV	471.333	7.50	3,535
	Qualified XVI	8,595.517	7.36	63,263
	Qualified XVIII	5,768.059	7.42	42,799
	Qualified XXI	722.679	7.54	5,449
	Qualified XXIV	16,951.064	7.52	127,472
	Qualified XXV	11,772.691	7.58	89,237
	Qualified XXVI	1,234.088	7.51	9,268
	Qualified XXXIV (0.60)	969.554	8.08	7,834
		1,086,522.726		$         8,177,970








192


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
ING Real Estate
Contracts in accumulation period:
	ING MAP PLUS NP10	2,983.542	$             12.76	$              38,070
	ING MAP PLUS NP15	69.835	12.73	889
	ING MAP PLUS NP16	3,267.479	12.73	41,595
	ING MAP PLUS NP17	2,494.340	12.72	31,728
	ING MAP PLUS NP19	1,174.665	12.71	14,930
	ING MAP PLUS NP22	12,136.249	12.69	154,009
	ING MAP PLUS NP30	77.944	12.65	986
		22,204.054		$            282,207
Janus Advisor Series Balanced
Contracts in accumulation period:
	Qualified XII (1.00)	8.071	$             11.40	$                     92
		8.071		$                     92
Janus Aspen Balanced
Currently payable annuity contracts:				$            258,468
Contracts in accumulation period:
	Qualified V	761.214	$             24.88	18,939
	Qualified VI	5,950,152.890	25.26	150,300,862
	Qualified VIII	4,110.618	25.24	103,752
	Qualified X (1.15)	78,493.538	26.46	2,076,939
	Qualified X (1.25)	712,694.964	26.21	18,679,735
	Qualified XII (0.05)	59,741.326	26.40	1,577,171
	Qualified XII (0.15)	105,721.652	11.50	1,215,799
	Qualified XII (0.25)	311,111.355	15.94	4,959,115
	Qualified XII (0.30)	148,874.055	15.88	2,364,120
	Qualified XII (0.40)	531,902.011	23.87	12,696,501
	Qualified XII (0.45)	553,170.502	15.73	8,701,372
	Qualified XII (0.55)	474,298.655	15.62	7,408,545
	Qualified XII (0.60)	33,226.332	15.57	517,334
	Qualified XII (0.65)	58,434.343	15.52	906,901
	Qualified XII (0.70)	483,683.581	15.47	7,482,585
	Qualified XII (0.75)	807,820.882	15.42	12,456,598
	Qualified XII (0.80)	843,134.136	16.61	14,004,458
	Qualified XII (0.85)	493,644.588	23.28	11,492,046
	Qualified XII (0.90)	37,701.421	16.18	610,009
	Qualified XII (0.95)	360,479.333	23.08	8,319,863
	Qualified XII (1.00)	1,730,560.400	22.98	39,768,278
	Qualified XII (1.05)	259,170.367	22.88	5,929,818
	Qualified XII (1.10)	161,442.494	22.78	3,677,660
	Qualified XII (1.15)	99,264.771	22.68	2,251,325
	Qualified XII (1.20)	40,486.670	22.58	914,189

193

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Balanced (continued)
	Qualified XII (1.25)	107,355.047	$             22.49	$         2,414,415
	Qualified XII (1.30)	8,067.352	22.39	180,628
	Qualified XII (1.35)	17,913.863	22.29	399,300
	Qualified XII (1.40)	56,849.549	22.20	1,262,060
	Qualified XII (1.45)	5,603.710	22.10	123,842
	Qualified XII (1.50)	7,456.111	22.01	164,109
	Qualified XV	16,292.697	25.88	421,655
	Qualified XVI	135,065.927	24.77	3,345,583
	Qualified XVII	5,992.636	25.26	151,374
	Qualified XVIII	25,860.969	26.21	677,816
	Qualified XXI	53,775.930	26.09	1,403,014
	Qualified XXIV	141,346.540	23.12	3,267,932
	Qualified XXV	177,086.550	25.80	4,568,833
	Qualified XXVI	24,726.609	25.63	633,743
	Qualified XXVII	1,025,397.813	10.06	10,315,502
	Qualified XXXII	39,137.603	10.93	427,774
	Qualified XXXIII (0.65)	4,920.943	11.46	56,394
	Qualified XXXIV (0.60)	541,868.337	15.57	8,436,890
		16,734,800.284		$     356,943,246
Janus Aspen Capital Appreciation
Contracts in accumulation period:
	Qualified X (1.25)	37,576.369	$             11.51	$            432,504
	Qualified XVIII	2,807.124	11.51	32,310
	Qualified XXVII	324,385.147	8.55	2,773,493
		364,768.640		$         3,238,307
Janus Aspen Flexible Income
Contracts in accumulation period:
	Qualified V	333.698	$             20.09	$                6,704
	Qualified VI	1,416,300.000	20.42	28,920,846
	Qualified VIII	200.833	20.41	4,099
	Qualified X (1.15)	11,783.370	13.83	162,964
	Qualified X (1.25)	176,770.888	13.74	2,428,832
	Qualified XII (0.05)	15,602.810	21.35	333,120
	Qualified XII (0.15)	15,138.386	12.27	185,748
	Qualified XII (0.25)	90,318.853	14.64	1,322,268
	Qualified XII (0.30)	130,922.260	14.60	1,911,465
	Qualified XII (0.40)	173,296.632	18.11	3,138,402
	Qualified XII (0.45)	92,521.868	14.45	1,336,941
	Qualified XII (0.55)	65,115.877	14.36	935,064
	Qualified XII (0.60)	105,125.227	14.31	1,504,342

194

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Flexible Income (continued)
	Qualified XII (0.65)	48,954.979	$             14.26	$            698,098
	Qualified XII (0.70)	239,641.561	14.22	3,407,703
	Qualified XII (0.75)	263,604.305	14.17	3,735,273
	Qualified XII (0.80)	273,284.050	14.42	3,940,756
	Qualified XII (0.85)	196,824.689	17.66	3,475,924
	Qualified XII (0.90)	10,368.877	14.33	148,586
	Qualified XII (0.95)	146,978.584	17.51	2,573,595
	Qualified XII (1.00)	591,157.970	17.44	10,309,795
	Qualified XII (1.05)	63,822.235	17.36	1,107,954
	Qualified XII (1.10)	94,388.953	17.29	1,631,985
	Qualified XII (1.15)	22,338.699	17.21	384,449
	Qualified XII (1.20)	19,865.636	17.14	340,497
	Qualified XII (1.25)	36,460.141	17.06	622,010
	Qualified XII (1.30)	1,801.765	16.99	30,612
	Qualified XII (1.35)	8,609.515	16.92	145,673
	Qualified XII (1.40)	23,430.404	16.84	394,568
	Qualified XII (1.45)	3,732.260	16.77	62,590
	Qualified XII (1.50)	4,474.132	16.70	74,718
	Qualified XV	10,709.273	20.92	224,038
	Qualified XVI	33,591.613	20.03	672,840
	Qualified XVII	2,896.719	20.42	59,151
	Qualified XVIII	5,387.845	13.74	74,029
	Qualified XXI	15,752.417	21.10	332,376
	Qualified XXIV	40,553.877	17.54	711,315
	Qualified XXV	19,215.484	20.86	400,835
	Qualified XXVI	10,197.251	20.73	211,389
	Qualified XXXII	2,964.660	10.30	30,536
	Qualified XXXIII (0.65)	1,008.994	12.23	12,340
	Qualified XXXIV (0.60)	11,507.058	14.31	164,666
		4,496,954.648		$       78,169,096













195


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Growth
Currently payable annuity contracts:				$            359,229
Contracts in accumulation period:
	Qualified I	48.354	$             15.49	749
	Qualified V	1,523.277	17.70	26,962
	Qualified VI	4,180,956.936	17.95	75,048,177
	Qualified VIII	2,805.070	17.95	50,351
	Qualified X (1.15)	28,575.284	19.38	553,789
	Qualified X (1.25)	437,330.625	19.20	8,396,748
	Qualified XII (0.05)	21,325.320	18.76	400,063
	Qualified XII (0.15)	79,740.498	9.63	767,901
	Qualified XII (0.25)	215,724.815	10.80	2,329,828
	Qualified XII (0.30)	144,418.942	10.77	1,555,392
	Qualified XII (0.40)	379,229.957	16.29	6,177,656
	Qualified XII (0.45)	143,345.497	10.66	1,528,063
	Qualified XII (0.55)	62,609.821	10.59	663,038
	Qualified XII (0.60)	381,881.517	10.55	4,028,850
	Qualified XII (0.65)	69,913.403	10.52	735,489
	Qualified XII (0.70)	605,402.195	10.48	6,344,615
	Qualified XII (0.75)	295,205.933	10.45	3,084,902
	Qualified XII (0.80)	720,882.199	11.46	8,261,310
	Qualified XII (0.85)	493,053.023	15.88	7,829,682
	Qualified XII (0.90)	49,287.161	11.06	545,116
	Qualified XII (0.95)	225,860.698	15.75	3,557,306
	Qualified XII (1.00)	989,902.806	15.68	15,521,676
	Qualified XII (1.05)	147,917.873	15.61	2,308,998
	Qualified XII (1.10)	124,258.585	15.55	1,932,221
	Qualified XII (1.15)	55,355.685	15.48	856,906
	Qualified XII (1.20)	11,320.247	15.41	174,445
	Qualified XII (1.25)	54,886.766	15.34	841,963
	Qualified XII (1.30)	5,193.521	15.28	79,357
	Qualified XII (1.35)	6,770.085	15.21	102,973
	Qualified XII (1.40)	30,587.525	15.15	463,401
	Qualified XII (1.45)	1,147.480	15.08	17,304
	Qualified XII (1.50)	9,887.616	15.02	148,512
	Qualified XV	22,030.397	18.39	405,139
	Qualified XVI	108,343.271	17.61	1,907,925
	Qualified XVII	13,946.630	17.95	250,342
	Qualified XVIII	21,896.719	19.20	420,417
	Qualified XXI	68,970.135	18.55	1,279,396
	Qualified XXII	264.316	18.72	4,948
	Qualified XXIV	112,201.394	15.78	1,770,538
	Qualified XXV	105,124.700	18.34	1,927,987

196

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Growth (continued)
	Qualified XXVI	22,146.323	$             18.22	$            403,506
	Qualified XXVII	1,579,855.078	19.79	31,265,332
	Qualified XXVIII	228,629.690	19.67	4,497,146
	Qualified XXXII	35,849.338	10.58	379,286
	Qualified XXXIII (0.65)	219.792	9.60	2,110
	Qualified XXXIV (0.60)	27,871.469	10.55	294,044
		12,323,697.966		$     199,501,088
Janus Aspen Mid Cap Growth
Contracts in accumulation period:
	Qualified I	41.156	$             14.87	$                   612
	Qualified V	877.390	20.92	18,355
	Qualified VI	8,889,785.607	21.26	188,996,842
	Qualified VIII	9,449.694	21.25	200,806
	Qualified X (1.15)	23,824.843	20.73	493,889
	Qualified X (1.25)	815,087.531	20.53	16,733,747
	Qualified XII (0.05)	115,819.982	22.22	2,573,520
	Qualified XII (0.15)	206,811.243	10.94	2,262,515
	Qualified XII (0.25)	515,553.705	13.09	6,748,598
	Qualified XII (0.30)	446,772.873	13.05	5,830,386
	Qualified XII (0.45)	456,123.065	12.92	5,893,110
	Qualified XII (0.55)	113,095.869	12.83	1,451,020
	Qualified XII (0.60)	789,107.819	12.79	10,092,689
	Qualified XII (0.65)	99,290.431	12.75	1,265,953
	Qualified XII (0.70)	799,977.262	12.71	10,167,711
	Qualified XII (0.75)	844,106.319	12.66	10,686,386
	Qualified XII (0.80)	1,637,608.376	13.61	22,287,850
	Qualified XII (0.85)	1,163,046.567	14.71	17,108,415
	Qualified XII (0.90)	57,773.910	13.30	768,393
	Qualified XII (0.95)	734,812.689	14.58	10,713,569
	Qualified XII (1.00)	2,758,953.031	14.52	40,059,998
	Qualified XII (1.05)	340,366.528	14.46	4,921,700
	Qualified XII (1.10)	272,267.986	14.40	3,920,659
	Qualified XII (1.15)	161,763.573	14.33	2,318,072
	Qualified XII (1.20)	45,237.421	14.27	645,538
	Qualified XII (1.25)	118,948.065	14.21	1,690,252
	Qualified XII (1.30)	7,648.481	14.15	108,226
	Qualified XII (1.35)	29,900.497	14.09	421,298
	Qualified XII (1.40)	78,426.942	14.03	1,100,330
	Qualified XII (1.45)	2,239.585	13.97	31,287
	Qualified XII (1.50)	23,491.302	13.91	326,764
	Qualified XV	65,531.221	21.78	1,427,270

197

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Mid Cap Growth (continued)
	Qualified XVI	209,514.094	$             20.86	$         4,370,464
	Qualified XVII	27,191.392	21.26	578,089
	Qualified XVIII	27,679.396	20.53	568,258
	Qualified XXI	182,201.365	21.97	4,002,964
	Qualified XXII	43.843	22.17	972
	Qualified XXIV	370,418.960	14.61	5,411,821
	Qualified XXV	267,172.882	21.72	5,802,995
	Qualified XXVI	76,241.937	21.58	1,645,301
	Qualified XXVII	2,256,189.603	24.72	55,773,007
	Qualified XXVIII	289,261.986	24.57	7,107,167
	Qualified XXXII	30,648.450	12.26	375,750
	Qualified XXXIV (0.60)	112,053.245	12.79	1,433,161
		25,472,358.116		$     458,335,709
Janus Aspen Worldwide Growth
Currently payable annuity contracts:				$            519,898
Contracts in accumulation period:
	Qualified V	820.774	$             20.41	16,752
	Qualified VI	8,351,236.138	20.56	171,701,415
	Qualified VIII	8,624.500	20.49	176,716
	Qualified X (1.15)	47,800.171	23.32	1,114,700
	Qualified X (1.25)	806,681.334	23.09	18,626,272
	Qualified XII (0.05)	86,381.200	21.49	1,856,332
	Qualified XII (0.15)	125,431.118	9.48	1,189,087
	Qualified XII (0.25)	683,019.029	10.51	7,178,530
	Qualified XII (0.30)	213,825.954	10.48	2,240,896
	Qualified XII (0.40)	383,966.872	17.87	6,861,488
	Qualified XII (0.45)	691,100.675	10.37	7,166,714
	Qualified XII (0.55)	163,286.699	10.30	1,681,853
	Qualified XII (0.60)	790,819.766	10.27	8,121,719
	Qualified XII (0.65)	108,910.058	10.24	1,115,239
	Qualified XII (0.70)	1,004,140.785	10.20	10,242,236
	Qualified XII (0.75)	995,706.785	10.17	10,126,338
	Qualified XII (0.80)	1,435,110.906	11.92	17,106,522
	Qualified XII (0.85)	873,972.002	17.43	15,233,332
	Qualified XII (0.90)	71,081.261	11.58	823,121
	Qualified XII (0.95)	596,642.419	17.28	10,309,981
	Qualified XII (1.00)	2,030,795.407	17.20	34,929,681
	Qualified XII (1.05)	340,989.142	17.13	5,841,144
	Qualified XII (1.10)	212,534.193	17.05	3,623,708
	Qualified XII (1.15)	165,203.651	16.98	2,805,158
	Qualified XII (1.20)	35,848.788	16.91	606,203

198

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Janus Aspen Worldwide Growth (continued)
	Qualified XII (1.25)	69,875.045	$             16.83	$         1,175,997
	Qualified XII (1.30)	7,636.217	16.76	127,983
	Qualified XII (1.35)	16,806.111	16.69	280,494
	Qualified XII (1.40)	55,159.567	16.62	916,752
	Qualified XII (1.45)	2,765.861	16.55	45,775
	Qualified XII (1.50)	19,870.249	16.47	327,263
	Qualified XV	48,324.121	21.06	1,017,706
	Qualified XVI	197,373.376	20.17	3,981,021
	Qualified XVII	36,361.479	20.56	747,592
	Qualified XVIII	37,079.298	23.09	856,161
	Qualified XXI	105,840.160	21.24	2,248,045
	Qualified XXII	1,017.817	21.44	21,822
	Qualified XXIV	250,240.554	17.31	4,331,664
	Qualified XXV	139,748.238	21.00	2,934,713
	Qualified XXVI	48,080.115	20.87	1,003,432
	Qualified XXVII	2,326,339.432	23.23	54,040,865
	Qualified XXVIII	385,185.275	23.09	8,893,928
	Qualified XXXII	52,890.968	10.85	573,867
	Qualified XXXIV (0.60)	82,855.306	10.27	850,924
		24,107,378.816		$     425,591,039
Janus Twenty
Contracts in accumulation period:
	Qualified XII (0.95)	84,713.559	$               5.90	$            499,810
	Qualified XII (1.10)	39,284.327	5.87	230,599
		123,997.886		$            730,409
Lord Abbett Affiliated
Contracts in accumulation period:
	ING MAP PLUS NP10	289.369	$             11.10	$                3,212
	ING MAP PLUS NP14	623.556	11.08	6,909
	ING MAP PLUS NP15	2,642.006	11.07	29,247
	ING MAP PLUS NP16	8,800.452	11.07	97,421
	ING MAP PLUS NP17	2,583.363	11.06	28,572
	ING MAP PLUS NP22	3,498.460	11.04	38,623
	ING MAP PLUS NP23	174.343	11.03	1,923
	ING MAP PLUS NP26	1,397.641	11.02	15,402
		20,009.190		$            221,309





199


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Lord Abbett Growth and Income
Currently payable annuity contracts:				$            682,674
Contracts in accumulation period:
	Qualified V	1,394.751	$             11.24	15,677
	Qualified VI	3,951,615.650	11.31	44,692,773
	Qualified VIII	4,402.832	11.30	49,752
	Qualified X (1.15)	101,882.540	11.34	1,155,348
	Qualified X (1.25)	686,678.692	11.31	7,766,336
	Qualified XII (0.45)	796.213	11.62	9,252
	Qualified XII (0.55)	200,109.586	11.58	2,317,269
	Qualified XII (0.60)	46,852.574	11.85	555,203
	Qualified XII (0.65)	71,097.487	11.54	820,465
	Qualified XII (0.70)	191,700.695	11.52	2,208,392
	Qualified XII (0.75)	236,532.087	11.50	2,720,119
	Qualified XII (0.80)	578,567.945	11.48	6,641,960
	Qualified XII (0.85)	738,287.609	11.46	8,460,776
	Qualified XII (0.90)	20,383.828	11.44	233,191
	Qualified XII (0.95)	285,912.960	11.42	3,265,126
	Qualified XII (1.00)	1,645,556.491	11.40	18,759,344
	Qualified XII (1.05)	128,257.645	11.38	1,459,572
	Qualified XII (1.10)	121,409.595	11.36	1,379,213
	Qualified XII (1.15)	37,600.176	11.34	426,386
	Qualified XII (1.20)	28,089.585	11.33	318,255
	Qualified XII (1.25)	85,275.685	11.31	964,468
	Qualified XII (1.30)	9,718.334	11.29	109,720
	Qualified XII (1.35)	3,821.473	11.27	43,068
	Qualified XII (1.40)	31,920.978	11.25	359,111
	Qualified XII (1.45)	4,484.150	11.23	50,357
	Qualified XII (1.50)	24,465.032	11.21	274,253
	Qualified XV	12,474.168	11.42	142,455
	Qualified XVI	77,390.009	11.21	867,542
	Qualified XVII	18,851.105	11.31	213,206
	Qualified XVIII	24,234.748	11.31	274,095
	Qualified XXI	48,282.840	11.48	554,287
	Qualified XXIV	56,108.465	11.46	643,003
	Qualified XXV	75,691.304	11.50	870,450
	Qualified XXVI	11,720.542	11.44	134,083
	Qualified XXXII	4,273.988	11.61	49,621
	Qualified XXXIV (0.60)	15,217.468	11.85	180,327
		9,581,059.230		$     109,667,129




200


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Lord Abbett Mid-Cap Value - Class VC
Currently payable annuity contracts:				$            199,893
Contracts in accumulation period:
	NYSUT 457	500,248.724	$             15.68	7,843,900
	Qualified V	11,159.007	12.49	139,376
	Qualified VI	2,159,781.688	12.56	27,126,858
	Qualified X (1.15)	68,329.445	12.60	860,951
	Qualified X (1.25)	353,609.873	12.56	4,441,340
	Qualified XI	1,667.846	13.00	21,682
	Qualified XII (0.30)	27,640.139	12.98	358,769
	Qualified XII (0.45)	39,456.313	12.91	509,381
	Qualified XII (0.55)	122,933.256	12.87	1,582,151
	Qualified XII (0.60)	28,499.084	14.20	404,687
	Qualified XII (0.65)	5,983.386	12.82	76,707
	Qualified XII (0.70)	69,459.609	12.80	889,083
	Qualified XII (0.75)	48,903.364	12.78	624,985
	Qualified XII (0.80)	289,338.166	12.76	3,691,955
	Qualified XII (0.85)	158,816.012	12.74	2,023,316
	Qualified XII (0.90)	8,605.823	12.71	109,380
	Qualified XII (0.95)	136,721.355	12.69	1,734,994
	Qualified XII (1.00)	2,256,745.620	12.67	28,592,967
	Qualified XII (1.05)	58,607.036	12.65	741,379
	Qualified XII (1.10)	34,989.786	12.63	441,921
	Qualified XII (1.15)	23,810.000	12.60	300,006
	Qualified XII (1.20)	25,032.591	12.58	314,910
	Qualified XII (1.25)	33,044.188	12.56	415,035
	Qualified XII (1.30)	8,043.142	12.54	100,861
	Qualified XII (1.35)	5,106.949	12.52	63,939
	Qualified XII (1.40)	14,769.040	12.50	184,613
	Qualified XII (1.45)	2,539.455	12.47	31,667
	Qualified XII (1.50)	3,920.000	12.45	48,804
	Qualified XV	5,586.998	12.69	70,899
	Qualified XVI	45,281.044	12.45	563,749
	Qualified XVII	3,637.739	12.56	45,690
	Qualified XVIII	5,626.433	12.56	70,668
	Qualified XXI	43,373.432	12.76	553,445
	Qualified XXIV	112,314.925	12.73	1,429,769
	Qualified XXV	36,588.263	12.78	467,598
	Qualified XXVI	5,810.229	12.71	73,848
	Qualified XXVIII	636,706.691	13.60	8,659,211
	Qualified XXXII	8,519.051	12.65	107,766
	Qualified XXXIII (0.65)	12,913.092	14.36	185,432
	Qualified XXXIV (0.60)	9,661.760	14.20	137,197
		7,423,780.554		$       96,240,782

201

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Lord Abbett Mid Cap Value - Class A
Contracts in accumulation period:
	ING MAP PLUS NP10	5,412.895	$             12.02	$              65,063
	ING MAP PLUS NP17	6,142.988	11.98	73,593
	ING MAP PLUS NP22	1,787.113	11.95	21,356
	ING MAP PLUS NP23	1,170.293	11.95	13,985
	ING MAP PLUS NP26	1,162.280	11.93	13,866
	ING MAP PLUS NP29	6,302.351	11.91	75,061
	ING MAP PLUS NP7	1,753.532	12.03	21,095
	Qualified XII (1.00)	385.052	14.25	5,487
		24,116.504		$            289,506
Lord Abbett Small-Cap Value
Contracts in accumulation period:
	ING MAP PLUS NP10	3,438.767	$             11.84	$              40,715
	ING MAP PLUS NP11	21,590.541	11.84	255,632
	ING MAP PLUS NP15	3,189.924	11.81	37,673
	ING MAP PLUS NP17	8,244.831	11.80	97,289
	ING MAP PLUS NP21	150.000	11.78	1,767
	ING MAP PLUS NP22	5,663.582	11.78	66,717
	ING MAP PLUS NP29	2,551.022	11.74	29,949
		44,828.667		$            529,742
Massachusetts Investors Growth Stock
Contracts in accumulation period:
	ING MAP PLUS NP10	16,861.815	$             10.58	$            178,398
	ING MAP PLUS NP15	145.213	10.55	1,532
		17,007.028		$            179,930
MFS® Total Return
Contracts in accumulation period:
	Qualified XXVII	2,358,000.756	$             14.54	$       34,285,331
	Qualified XXVIII	2,800,859.931	14.45	40,472,426
		5,158,860.687		$       74,757,757
Moderate Allocation
Contracts in accumulation period:
	ING Custom Choice 41	5,862.593	$             10.72	$              62,847
		5,862.593		$              62,847





202


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Mutual Discovery
Contracts in accumulation period:
	ING MAP PLUS NP10	11,384.742	$             11.60	$            132,063
	ING MAP PLUS NP22	4,652.253	11.54	53,687
		16,036.995		$            185,750
New Perspective Fund® - Class R-3
Contracts in accumulation period:
	ING MAP PLUS NP15	12,454.268	$             11.13	$            138,616
	ING MAP PLUS NP17	4,726.439	11.12	52,558
	ING MAP PLUS NP7	1,183.796	11.17	13,223
		18,364.503		$            204,397
New Perspective Fund® - Class R-4
Contracts in accumulation period:
	Qualified VI	307,558.569	11.32	3,481,563
	Qualified XII (0.55)	430.783	11.37	4,898
	Qualified XII (0.70)	14,558.099	11.36	165,380
	Qualified XII (0.75)	8,872.271	11.36	100,789
	Qualified XII (0.80)	208,700.088	11.35	2,368,746
	Qualified XII (0.85)	49,471.983	11.35	561,507
	Qualified XII (0.90)	1,713.833	11.35	19,452
	Qualified XII (0.95)	17,217.196	11.34	195,243
	Qualified XII (1.00)	117,405.379	11.34	1,331,377
	Qualified XII (1.05)	6,474.691	11.34	73,423
	Qualified XII (1.10)	7,460.988	11.33	84,533
	Qualified XII (1.15)	2,962.224	11.33	33,562
	Qualified XII (1.20)	143.198	11.32	1,621
	Qualified XII (1.25)	5,595.318	11.32	63,339
	Qualified XII (1.35)	20.867	11.31	236
	Qualified XII (1.40)	557.383	11.31	6,304
	Qualified XII (1.50)	522.655	11.30	5,906
	Qualified XVI	473.097	11.30	5,346
	Qualified XVII	13.933	11.34	158
	Qualified XXIV	11,504.203	11.66	134,139
		761,656.758		$         8,637,522








203


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Oppenheimer Capital Appreciation
Contracts in accumulation period:
	ING MAP PLUS NP10	5,992.375	$             10.36	$              62,081
	ING MAP PLUS NP11	1,489.952	10.35	15,421
	ING MAP PLUS NP14	281.528	10.34	2,911
	ING MAP PLUS NP15	127.590	10.33	1,318
	ING MAP PLUS NP16	11,085.673	10.33	114,515
	ING MAP PLUS NP22	1,964.660	10.30	20,236
	ING MAP PLUS NP29	76.436	10.27	785
		21,018.214		$            217,267
Oppenheimer Developing Markets
Contracts in accumulation period:
	ING MAP PLUS NP10	2,171.822	$             13.06	$              28,364
	ING MAP PLUS NP14	2,836.915	13.03	36,965
	ING MAP PLUS NP16	3,594.700	13.02	46,803
	ING MAP PLUS NP17	4,445.238	13.02	57,877
	ING MAP PLUS NP19	4,179.077	13.00	54,328
	ING MAP PLUS NP26	456.327	12.96	5,914
	ING MAP PLUS NP30	63.601	12.94	823
	Qualified V	129.731	28.59	3,709
	Qualified VI	475,584.925	28.79	13,692,090
	Qualified XII (0.55)	644.426	29.69	19,133
	Qualified XII (0.60)	308.977	29.63	9,155
	Qualified XII (0.65)	110.826	29.56	3,276
	Qualified XII (0.70)	14,675.627	29.50	432,931
	Qualified XII (0.75)	5,797.723	29.43	170,627
	Qualified XII (0.80)	56,413.109	29.37	1,656,853
	Qualified XII (0.85)	16,831.263	29.30	493,156
	Qualified XII (0.90)	2,294.870	29.24	67,102
	Qualified XII (0.95)	16,282.414	29.17	474,958
	Qualified XII (1.00)	126,957.918	29.11	3,695,745
	Qualified XII (1.05)	10,521.136	29.05	305,639
	Qualified XII (1.10)	14,273.223	28.98	413,638
	Qualified XII (1.15)	7,115.387	28.92	205,777
	Qualified XII (1.20)	616.008	28.86	17,778
	Qualified XII (1.25)	3,752.796	28.79	108,043
	Qualified XII (1.30)	1,423.251	28.73	40,890
	Qualified XII (1.35)	49.424	28.67	1,417
	Qualified XII (1.40)	1,039.545	28.60	29,731
	Qualified XII (1.45)	121.128	28.54	3,457
	Qualified XII (1.50)	189.220	28.48	5,389
	Qualified XVI	7,720.857	28.48	219,890
	Qualified XVII	2,971.205	28.79	85,541
	Qualified XXIV	15,217.589	29.28	445,571
	Qualified XXVII	757,938.353	19.19	14,544,837
		1,556,728.611		$       37,377,407

204

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Oppenheimer Global Fund
Contracts in accumulation period:
	Qualified XII (1.00)	285.930	$             14.57	$                4,166
		285.930		$                4,166
Oppenheimer Main Street Fund® - Class A
Contracts in accumulation period:
	ING MAP PLUS NP15	1,181.655	$             10.63	$              12,561
	ING MAP PLUS NP29	32.386	10.56	342
		1,214.041		$              12,903
Oppenheimer Aggressive Growth
Contracts in accumulation period:
Currently payable annuity contracts:				$                3,368
				$                3,368
Oppenheimer Global Securities
Currently payable annuity contracts:				$            956,285
Contracts in accumulation period:
	ING MAP PLUS NP14	573.666	$             11.43	6,557
	ING MAP PLUS NP15	4,605.599	11.43	52,642
	ING MAP PLUS NP17	2,772.679	11.42	31,664
	ING MAP PLUS NP21	134.824	11.40	1,537
	ING MAP PLUS NP22	1,476.119	11.39	16,813
	ING MAP PLUS NP23	1,585.163	11.39	18,055
	ING MAP PLUS NP26	23.219	11.37	264
	ING MAP PLUS NP27	26.386	11.37	300
	ING MAP PLUS NP29	1,468.310	11.36	16,680
	ING MAP PLUS NP9	14,623.036	11.46	167,580
	Qualified V	1,338.758	17.88	23,937
	Qualified VI	6,774,870.116	18.07	122,421,903
	Qualified VIII	1,417.718	18.06	25,604
	Qualified X (1.15)	70,465.200	18.19	1,281,762
	Qualified X (1.25)	602,331.599	18.07	10,884,132
	Qualified XI	2,243.309	18.98	42,578
	Qualified XII (0.05)	140,975.119	18.81	2,651,742
	Qualified XII (0.15)	51,098.856	13.11	669,906
	Qualified XII (0.25)	554,882.970	19.26	10,687,046
	Qualified XII (0.30)	124,579.323	19.20	2,391,923
	Qualified XII (0.45)	126,706.207	19.01	2,408,685
	Qualified XII (0.55)	197,892.638	18.88	3,736,213
	Qualified XII (0.60)	479,992.773	18.82	9,033,464
	Qualified XII (0.65)	90,636.141	18.76	1,700,334
	Qualified XII (0.70)	340,028.610	18.70	6,358,535

205

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Oppenheimer Global Securities (continued)
	Qualified XII (0.75)	665,171.996	$             18.64	$       12,398,806
	Qualified XII (0.80)	2,607,975.242	18.62	48,560,499
	Qualified XII (0.85)	657,638.201	18.56	12,205,765
	Qualified XII (0.90)	29,946.811	18.50	554,016
	Qualified XII (0.95)	450,892.353	18.44	8,314,455
	Qualified XII (1.00)	2,817,189.058	18.37	51,751,763
	Qualified XII (1.05)	248,724.577	18.31	4,554,147
	Qualified XII (1.10)	149,366.630	18.25	2,725,941
	Qualified XII (1.15)	83,303.243	18.19	1,515,286
	Qualified XII (1.20)	32,120.463	18.13	582,344
	Qualified XII (1.25)	124,005.811	18.07	2,240,785
	Qualified XII (1.30)	13,046.086	18.01	234,960
	Qualified XII (1.35)	9,196.936	17.95	165,085
	Qualified XII (1.40)	55,453.382	17.89	992,061
	Qualified XII (1.45)	4,069.770	17.83	72,564
	Qualified XII (1.50)	11,634.778	17.77	206,750
	Qualified XV	17,929.989	18.44	330,629
	Qualified XVI	143,311.986	17.77	2,546,654
	Qualified XVII	29,012.009	18.07	524,247
	Qualified XVIII	11,825.567	18.07	213,688
	Qualified XXI	68,358.472	18.59	1,270,784
	Qualified XXIV	167,981.612	18.49	3,105,980
	Qualified XXV	90,543.608	18.46	1,671,435
	Qualified XXVI	23,658.179	18.34	433,891
	Qualified XXVII	2,689,500.905	18.78	50,508,827
	Qualified XXVIII	1,399,013.658	18.67	26,119,585
	Qualified XXXII	19,729.345	12.37	244,052
	Qualified XXXIII (0.65)	11,773.680	13.07	153,882
	Qualified XXXIV (0.60)	30,974.495	18.82	582,940
		22,250,097.180		$     410,367,962
Oppenheimer Main Street Fund®/VA
Currently payable annuity contracts:				$              43,201
				$              43,201
Oppenheimer Main Street® Small Cap
Contracts in accumulation period:
	Qualified X (1.25)	369.268	$             12.30	$                4,542
		369.268		$                4,542



206


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Oppenheimer Strategic Bond
Currently payable annuity contracts:				$              86,300
Contracts in accumulation period:
	Qualified V	1,556.606	$             13.85	21,559
	Qualified VI	1,071,573.286	14.00	15,002,026
	Qualified VIII	1,324.429	14.00	18,542
	Qualified X (1.15)	37,651.773	14.10	530,890
	Qualified X (1.25)	164,955.286	14.00	2,309,374
	Qualified XI	1,449.422	14.71	21,321
	Qualified XII (0.05)	34,543.416	14.58	503,643
	Qualified XII (0.15)	7,108.454	13.84	98,381
	Qualified XII (0.25)	65,593.992	14.98	982,598
	Qualified XII (0.30)	48,877.160	14.93	729,736
	Qualified XII (0.40)	95,983.356	14.78	1,418,634
	Qualified XII (0.45)	27,228.417	14.78	402,436
	Qualified XII (0.55)	24,357.220	14.68	357,564
	Qualified XII (0.60)	61,421.941	14.63	898,603
	Qualified XII (0.65)	28,120.713	14.58	410,000
	Qualified XII (0.70)	81,306.602	14.54	1,182,198
	Qualified XII (0.75)	73,506.626	14.49	1,065,111
	Qualified XII (0.80)	168,274.636	14.43	2,428,203
	Qualified XII (0.85)	116,322.045	14.38	1,672,711
	Qualified XII (0.90)	6,294.909	14.34	90,269
	Qualified XII (0.95)	100,059.133	14.29	1,429,845
	Qualified XII (1.00)	277,954.495	14.24	3,958,072
	Qualified XII (1.05)	36,861.452	14.19	523,064
	Qualified XII (1.10)	35,337.270	14.14	499,669
	Qualified XII (1.15)	12,669.858	14.10	178,645
	Qualified XII (1.20)	2,817.295	14.05	39,583
	Qualified XII (1.25)	29,772.928	14.00	416,821
	Qualified XII (1.30)	7,448.066	13.96	103,975
	Qualified XII (1.35)	3,874.551	13.91	53,895
	Qualified XII (1.40)	13,615.729	13.86	188,714
	Qualified XII (1.45)	3,447.829	13.82	47,649
	Qualified XII (1.50)	1,034.132	13.77	14,240
	Qualified XV	13,570.959	14.29	193,929
	Qualified XVI	24,376.398	13.77	335,663
	Qualified XVII	4,063.000	14.00	56,882
	Qualified XVIII	5,424.214	14.00	75,939
	Qualified XXI	5,767.592	14.41	83,111
	Qualified XXIV	29,979.623	14.33	429,608
	Qualified XXV	35,152.377	14.30	502,679
	Qualified XXVI	7,167.065	14.21	101,844
	Qualified XXVII	354,444.194	14.21	5,036,652
	Qualified XXVIII	173,322.734	14.12	2,447,317
	Qualified XXXII	6,721.783	10.88	73,133
	Qualified XXXIV (0.60)	3,902.803	14.63	57,098
		3,306,235.769		$       47,078,126

207

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Pax World Balanced
Contracts in accumulation period:
	ING MAP PLUS NP10	19.694	$             11.12	$                   219
	ING MAP PLUS NP14	481.261	11.10	5,342
	ING MAP PLUS NP15	218.199	11.10	2,422
	ING MAP PLUS NP30	13.249	11.02	146
	Qualified VI	436,918.655	10.56	4,613,861
	Qualified XII (0.55)	559.321	10.89	6,091
	Qualified XII (0.65)	106.273	10.84	1,152
	Qualified XII (0.70)	21,085.305	10.82	228,143
	Qualified XII (0.75)	45,236.019	10.80	488,549
	Qualified XII (0.80)	74,393.036	10.77	801,213
	Qualified XII (0.85)	23,476.186	10.75	252,369
	Qualified XII (0.95)	21,430.280	10.70	229,304
	Qualified XII (1.00)	336,606.461	10.68	3,594,957
	Qualified XII (1.05)	37,976.641	10.66	404,831
	Qualified XII (1.10)	955.973	10.63	10,162
	Qualified XII (1.15)	3,782.564	10.61	40,133
	Qualified XII (1.20)	901.983	10.59	9,552
	Qualified XII (1.25)	8,390.152	10.56	88,600
	Qualified XII (1.35)	8.365	10.52	88
	Qualified XII (1.40)	3,533.842	10.49	37,070
	Qualified XII (1.45)	136.867	10.47	1,433
	Qualified XVI	3,350.622	10.45	35,014
	Qualified XVII	2,773.011	10.56	29,283
	Qualified XXIV	9,175.791	10.74	98,548
	Qualified XXVII	518,199.626	10.70	5,544,736
		1,549,729.376		$       16,523,218
PIMCO NFJ Small-Cap Value
Contracts in accumulation period:
	ING MAP PLUS NP15	4,377.667	$             12.00	$              52,532
		4,377.667		$              52,532











208


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
PIMCO VIT Real Return
Contracts in accumulation period:
	Qualified VI	303,706.308	$             10.78	$         3,273,954
	Qualified X (1.25)	2,211.889	10.43	23,070
	Qualified XII (0.60)	276.916	10.83	2,999
	Qualified XII (0.70)	32,095.564	10.82	347,274
	Qualified XII (0.75)	3,232.994	10.82	34,981
	Qualified XII (0.80)	58,300.000	10.82	630,806
	Qualified XII (0.85)	16,990.657	10.81	183,669
	Qualified XII (0.90)	93.432	10.81	1,010
	Qualified XII (0.95)	21,653.241	10.80	233,855
	Qualified XII (1.00)	390,652.593	10.80	4,219,048
	Qualified XII (1.05)	9,234.167	10.80	99,729
	Qualified XII (1.10)	12,813.624	10.79	138,259
	Qualified XII (1.15)	4,166.358	10.79	44,955
	Qualified XII (1.20)	400.834	10.79	4,325
	Qualified XII (1.25)	6,279.870	10.78	67,697
	Qualified XII (1.35)	1,575.046	10.78	16,979
	Qualified XII (1.40)	1,184.215	10.77	12,754
	Qualified XII (1.45)	145.961	10.77	1,572
	Qualified XII (1.50)	246.840	10.76	2,656
	Qualified XVI	13,498.420	10.76	145,243
	Qualified XXIV	3,201.132	10.60	33,932
		881,960.061		$         9,518,767
Pioneer High Yield
Contracts in accumulation period:
	ING MAP PLUS NP10	5,074.690	$             10.47	$              53,132
	ING MAP PLUS NP14	7,727.655	10.45	80,754
	ING MAP PLUS NP16	4,419.923	10.44	46,144
	ING MAP PLUS NP17	4,663.506	10.44	48,687
	ING MAP PLUS NP19	2,446.980	10.43	25,522
	ING MAP PLUS NP23	881.076	10.41	9,172
	ING MAP PLUS NP30	88.921	10.38	923
	ING MAP PLUS NP9	16,499.427	10.48	172,914
		41,802.178		$            437,248








209


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Pioneer Equity Income
Currently payable annuity contracts:				$            148,935
Contracts in accumulation period:
	ING MAP PLUS NP29	4.960	$             11.29	56
	NYSUT 457	159,520.872	13.99	2,231,697
	Qualified VI	893,501.529	11.12	9,935,737
	Qualified VIII	4,447.482	11.12	49,456
	Qualified X (1.15)	13,513.083	11.16	150,806
	Qualified X (1.25)	148,751.259	11.12	1,654,114
	Qualified XI	1,876.629	11.51	21,600
	Qualified XII (0.30)	14,407.658	11.49	165,544
	Qualified XII (0.45)	3,127.909	11.43	35,752
	Qualified XII (0.55)	57,715.715	11.39	657,382
	Qualified XII (0.60)	7,714.780	11.57	89,260
	Qualified XII (0.65)	43,020.352	11.35	488,281
	Qualified XII (0.70)	25,155.869	11.33	285,016
	Qualified XII (0.75)	100,429.355	11.31	1,135,856
	Qualified XII (0.80)	416,204.252	11.29	4,698,946
	Qualified XII (0.85)	90,771.961	11.27	1,023,000
	Qualified XII (0.90)	8,282.845	11.25	93,182
	Qualified XII (0.95)	73,619.056	11.23	826,742
	Qualified XII (1.00)	220,727.362	11.22	2,476,561
	Qualified XII (1.05)	23,516.607	11.20	263,386
	Qualified XII (1.10)	12,888.730	11.18	144,096
	Qualified XII (1.15)	37,928.853	11.16	423,286
	Qualified XII (1.20)	3,624.147	11.14	40,373
	Qualified XII (1.25)	19,642.536	11.12	218,425
	Qualified XII (1.30)	3,199.099	11.10	35,510
	Qualified XII (1.35)	1,606.498	11.08	17,800
	Qualified XII (1.40)	3,625.678	11.06	40,100
	Qualified XII (1.45)	1,211.957	11.04	13,380
	Qualified XII (1.50)	384.211	11.02	4,234
	Qualified XV	3,771.149	11.23	42,350
	Qualified XVI	7,664.791	11.02	84,466
	Qualified XVIII	655.036	11.12	7,284
	Qualified XXI	7,270.417	11.29	82,083
	Qualified XXIV	16,599.290	11.27	187,074
	Qualified XXV	15,537.754	11.31	175,732
	Qualified XXVI	7,310.045	11.25	82,238
	Qualified XXXII	1,012.919	11.92	12,074
	Qualified XXXIII (0.65)	18,301.027	11.69	213,939
	Qualified XXXIV (0.60)	2,029.041	11.57	23,476
		2,470,572.713		$       28,279,229

210

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Pioneer Fund
Contracts in accumulation period:
	Qualified XII (1.00)	110.979	$             12.57	$                1,395
		110.979		$                1,395
Pioneer Fund VCT
Contracts in accumulation period:
	ING MAP PLUS NP11	50.457	10.94	552
	Qualified VI	94,149.209	10.12	952,790
	Qualified X (1.15)	9,789.557	10.15	99,364
	Qualified X (1.25)	33,191.996	10.12	335,903
	Qualified XII (0.55)	2,215.830	10.36	22,956
	Qualified XII (0.65)	1,915.392	10.33	19,786
	Qualified XII (0.70)	6,417.556	10.31	66,165
	Qualified XII (0.75)	3,398.348	10.29	34,969
	Qualified XII (0.80)	18,372.736	10.27	188,688
	Qualified XII (0.85)	21,023.002	10.26	215,696
	Qualified XII (0.90)	1,035.254	10.24	10,601
	Qualified XII (0.95)	17,485.127	10.22	178,698
	Qualified XII (1.00)	19,840.392	10.20	202,372
	Qualified XII (1.05)	3,824.730	10.19	38,974
	Qualified XII (1.10)	1,407.178	10.17	14,311
	Qualified XII (1.15)	3,418.620	10.15	34,699
	Qualified XII (1.20)	772.458	10.13	7,825
	Qualified XII (1.25)	9,394.466	10.12	95,072
	Qualified XII (1.35)	461.805	10.08	4,655
	Qualified XII (1.40)	145.229	10.06	1,461
	Qualified XII (1.50)	1.695	10.03	17
	Qualified XVI	3,272.882	10.03	32,827
	Qualified XVII	885.969	10.12	8,966
	Qualified XXI	959.299	10.27	9,852
	Qualified XXIV	2,095.512	10.25	21,479
	Qualified XXV	206.803	10.29	2,128
		255,731.502		$         2,600,806










211


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Pioneer High Yield VCT
Contracts in accumulation period:
	Qualified VI	176,478.403	$             10.65	$         1,879,495
	Qualified X (1.25)	53.084	10.70	568
	Qualified XII (0.65)	62.862	10.69	672
	Qualified XII (0.70)	11,736.763	10.69	125,466
	Qualified XII (0.75)	900.749	10.68	9,620
	Qualified XII (0.80)	5,955.993	10.68	63,610
	Qualified XII (0.85)	21,059.925	10.68	224,920
	Qualified XII (0.90)	271.415	10.67	2,896
	Qualified XII (0.95)	8,526.336	10.67	90,976
	Qualified XII (1.00)	171,706.004	10.66	1,830,386
	Qualified XII (1.05)	7,083.208	10.66	75,507
	Qualified XII (1.10)	1,599.624	10.66	17,052
	Qualified XII (1.15)	2,409.296	10.65	25,659
	Qualified XII (1.20)	5.728	10.65	61
	Qualified XII (1.25)	3,419.155	10.65	36,414
	Qualified XII (1.35)	12.969	10.64	138
	Qualified XII (1.40)	1,189.474	10.64	12,656
	Qualified XII (1.50)	41.204	10.63	438
	Qualified XVI	4,159.361	10.63	44,214
	Qualified XXIV	2,504.533	11.03	27,625
		419,176.086		$         4,468,373
Pioneer Mid Cap Value VCT
Currently payable annuity contracts:				$            267,174
Contracts in accumulation period:
	ING MAP PLUS NP26	18.252	$             11.67	213
	NYSUT 457	239,676.583	16.27	3,899,538
	Qualified VI	1,337,054.336	14.30	19,119,877
	Qualified X (1.15)	20,091.219	14.35	288,309
	Qualified X (1.25)	146,113.706	14.30	2,089,426
	Qualified XI	1,473.581	14.80	21,809
	Qualified XII (0.55)	20,278.430	14.65	297,079
	Qualified XII (0.60)	18,482.914	14.69	271,514
	Qualified XII (0.65)	12,373.356	14.60	180,651
	Qualified XII (0.70)	63,350.891	14.58	923,656
	Qualified XII (0.75)	99,900.412	14.55	1,453,551
	Qualified XII (0.80)	479,697.453	14.53	6,970,004
	Qualified XII (0.85)	74,326.207	14.50	1,077,730
	Qualified XII (0.90)	6,230.732	14.48	90,221
	Qualified XII (0.95)	63,944.499	14.45	923,998
	Qualified XII (1.00)	570,706.861	14.43	8,235,300

212

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Pioneer Mid Cap Value VCT (continued)
	Qualified XII (1.05)	31,913.333	$             14.40	$            459,552
	Qualified XII (1.10)	28,915.160	14.38	415,800
	Qualified XII (1.15)	6,177.700	14.35	88,650
	Qualified XII (1.20)	3,534.334	14.33	50,647
	Qualified XII (1.25)	20,922.378	14.30	299,190
	Qualified XII (1.30)	4,805.252	14.28	68,619
	Qualified XII (1.35)	2,365.754	14.25	33,712
	Qualified XII (1.40)	8,140.337	14.23	115,837
	Qualified XII (1.45)	5,358.944	14.20	76,097
	Qualified XII (1.50)	1,109.309	14.18	15,730
	Qualified XV	3,564.083	14.45	51,501
	Qualified XVI	37,673.061	14.18	534,204
	Qualified XVII	2,025.665	14.30	28,967
	Qualified XVIII	4,231.678	14.30	60,513
	Qualified XXI	13,050.103	14.53	189,618
	Qualified XXIV	28,503.244	14.49	413,012
	Qualified XXV	29,820.687	14.55	433,891
	Qualified XXVI	6,800.760	14.48	98,475
	Qualified XXXII	5,878.918	12.38	72,781
	Qualified XXXIII (0.65)	1,094.415	14.86	16,263
	Qualified XXXIV (0.60)	2,093.941	14.69	30,760
		3,401,698.488		$       49,663,869
Scudder Equity 500 Index
Contracts in accumulation period:
	Qualified XII (1.00)	148.055	$             12.34	$                1,827
		148.055		$                1,827
T. Rowe Price Mid-Cap Value
Contracts in accumulation period:
	ING MAP PLUS NP11	906.615	$             11.64	$              10,553
	ING MAP PLUS NP14	7,492.083	11.62	87,058
	ING MAP PLUS NP15	15,694.923	11.62	182,375
	ING MAP PLUS NP16	7,873.816	11.61	91,415
	ING MAP PLUS NP19	7,662.069	11.60	88,880
	ING MAP PLUS NP22	13,673.057	11.58	158,334
	ING MAP PLUS NP27	20.520	11.55	237
	ING MAP PLUS NP30	24.090	11.54	278
		53,347.173		$            619,130




213


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Templeton Foreign Fund
Contracts in accumulation period:
	ING MAP PLUS NP10	11,381.850	$             11.46	$            130,436
	ING MAP PLUS NP11	12,691.012	11.46	145,439
	ING MAP PLUS NP14	5,712.675	11.44	65,353
	ING MAP PLUS NP15	305.594	11.44	3,496
	ING MAP PLUS NP16	1,997.726	11.43	22,834
	ING MAP PLUS NP22	761.315	11.40	8,679
	ING MAP PLUS NP29	6,356.113	11.37	72,269
	ING MAP PLUS NP30	135.211	11.36	1,536
		39,341.496		$            450,042
Templeton Growth
Contracts in accumulation period:
	ING MAP PLUS NP16	2,439.964	11.31	27,596
	ING MAP PLUS NP19	1,377.060	11.29	15,547
	ING MAP PLUS NP22	423.936	11.28	4,782
	ING MAP PLUS NP26	1,185.968	11.26	13,354
		5,426.928		$              61,279
Templeton Global Bond
Contracts in accumulation period:
	Qualified V	17,146.034	$             11.60	$            198,894
	Qualified VI	294,872.179	11.61	3,423,466
	Qualified XII (0.55)	457.949	17.55	8,037
	Qualified XII (0.60)	981.906	17.52	17,203
	Qualified XII (0.65)	135.906	17.49	2,377
	Qualified XII (0.70)	7,507.274	17.46	131,077
	Qualified XII (0.75)	679.576	17.43	11,845
	Qualified XII (0.80)	12,176.379	17.40	211,869
	Qualified XII (0.85)	7,769.587	11.64	90,438
	Qualified XII (0.90)	142.330	17.34	2,468
	Qualified XII (0.95)	14,153.138	11.63	164,601
	Qualified XII (1.00)	186,462.253	11.63	2,168,556
	Qualified XII (1.05)	7,382.545	11.63	85,859
	Qualified XII (1.10)	1,237.005	11.62	14,374
	Qualified XII (1.15)	1,133.046	11.62	13,166
	Qualified XII (1.20)	71.576	11.61	831
	Qualified XII (1.25)	9,002.326	11.61	104,517
	Qualified XII (1.30)	1,853.402	11.61	21,518
	Qualified XII (1.35)	30.258	11.60	351
	Qualified XII (1.40)	1,202.414	11.60	13,948
	Qualified XII (1.45)	316.566	11.59	3,669
	Qualified XII (1.50)	208.887	11.59	2,421
	Qualified XVI	5,198.102	11.59	60,246
	Qualified XXIV	1,966.188	11.83	23,260
		572,086.826		$         6,774,991

214

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
UBS U.S. Small Cap Growth
Contracts in accumulation period:
	ING MAP PLUS NP11	4,491.876	$             10.71	$              48,108
		4,491.876		$              48,108
Vanguard® 500 Index
Contracts in accumulation period:
	Qualified XXXI	1,177.172	$             10.82	$              12,737
		1,177.172		$              12,737
Vanguard® Variable Insurance
Contracts in accumulation period:
	ING MAP PLUS NP11	18,284.150	$             11.23	$            205,331
	ING MAP PLUS NP22	199.107	11.19	2,228
		18,483.257		$            207,559
Wanger Select
Contracts in accumulation period:
	Qualified VI	71,288.694	$             11.41	$            813,404
	Qualified X (1.25)	405.232	11.85	4,802
	Qualified XII (0.70)	5,664.978	11.45	64,864
	Qualified XII (0.75)	108.559	11.45	1,243
	Qualified XII (0.80)	1,828.147	11.44	20,914
	Qualified XII (0.85)	13,495.280	11.44	154,386
	Qualified XII (0.90)	22.747	11.43	260
	Qualified XII (0.95)	9,284.077	11.43	106,117
	Qualified XII (1.00)	68,514.524	11.43	783,121
	Qualified XII (1.05)	12,679.947	11.42	144,805
	Qualified XII (1.10)	1,444.133	11.42	16,492
	Qualified XII (1.15)	1,238.704	11.42	14,146
	Qualified XII (1.20)	619.895	11.41	7,073
	Qualified XII (1.25)	3,245.048	11.41	37,026
	Qualified XII (1.40)	132.719	11.40	1,513
	Qualified XII (1.50)	429.588	11.39	4,893
	Qualified XVI	1,900.878	11.39	21,651
	Qualified XVII	466.842	11.43	5,336
	Qualified XXIV	2,119.508	11.79	24,989
		194,889.500		$         2,227,035






215


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Wanger U.S. Smaller Companies
Contracts in accumulation period:
	Qualified VI	84,145.808	$             11.57	$            973,567
	Qualified X (1.25)	47.690	12.12	578
	Qualified XII (0.55)	342.304	11.63	3,981
	Qualified XII (0.65)	23.150	11.62	269
	Qualified XII (0.70)	8,865.663	11.62	103,019
	Qualified XII (0.75)	1,281.137	11.61	14,874
	Qualified XII (0.80)	2,741.171	11.61	31,825
	Qualified XII (0.85)	12,355.603	11.60	143,325
	Qualified XII (0.95)	10,661.465	11.60	123,673
	Qualified XII (1.00)	54,255.910	11.59	628,826
	Qualified XII (1.05)	2,512.597	11.59	29,121
	Qualified XII (1.10)	462.953	11.58	5,361
	Qualified XII (1.15)	23.575	11.58	273
	Qualified XII (1.25)	2,504.667	11.57	28,979
	Qualified XII (1.40)	9.862	11.56	114
	Qualified XII (1.50)	442.338	11.55	5,109
	Qualified XVI	743.896	11.55	8,592
	Qualified XVII	355.393	11.59	4,119
	Qualified XXIV	4,185.000	11.80	49,383
		185,960.182		$         2,154,988
Washington Mutual InvestorsSM - Class R-3
Contracts in accumulation period:
	ING MAP PLUS NP10	22,428.465	$             10.75	$            241,106
	ING MAP PLUS NP11	22,663.256	10.75	243,630
	ING MAP PLUS NP14	2,259.739	10.73	24,247
	ING MAP PLUS NP15	30,562.069	10.73	327,931
	ING MAP PLUS NP17	9,935.727	10.72	106,511
	ING MAP PLUS NP19	2,065.826	10.71	22,125
	ING MAP PLUS NP21	797.009	10.70	8,528
	ING MAP PLUS NP22	17,277.549	10.69	184,697
	ING MAP PLUS NP23	893.172	10.69	9,548
	ING MAP PLUS NP27	16.026	10.67	171
	ING MAP PLUS NP29	3,828.706	10.66	40,814
	ING MAP PLUS NP7	2,084.679	10.77	22,452
		114,812.223		$         1,231,760






216


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Division/Contract		Units	Unit Value	Extended Value
Washington Mutual InvestorsSM - Class R-4
Contracts in accumulation period:
	Qualified VI	1,204,530.777	$             10.82	$       13,033,023
	Qualified XII (0.55)	12,557.313	10.87	136,498
	Qualified XII (0.60)	8,442.081	10.86	91,681
	Qualified XII (0.65)	108.748	10.86	1,181
	Qualified XII (0.70)	23,930.478	10.86	259,885
	Qualified XII (0.75)	39,974.470	10.85	433,723
	Qualified XII (0.80)	1,066,825.806	10.85	11,575,060
	Qualified XII (0.85)	88,142.712	10.84	955,467
	Qualified XII (0.90)	4,467.804	10.84	48,431
	Qualified XII (0.95)	39,518.358	10.84	428,379
	Qualified XII (1.00)	649,314.959	10.83	7,032,081
	Qualified XII (1.05)	27,631.025	10.83	299,244
	Qualified XII (1.10)	42,278.301	10.83	457,874
	Qualified XII (1.15)	8,984.474	10.82	97,212
	Qualified XII (1.20)	4,346.303	10.82	47,027
	Qualified XII (1.25)	25,185.860	10.82	272,511
	Qualified XII (1.35)	690.564	10.81	7,465
	Qualified XII (1.40)	1,765.926	10.80	19,072
	Qualified XII (1.45)	836.944	10.80	9,039
	Qualified XII (1.50)	379.629	10.80	4,100
	Qualified XVI	17,631.297	10.80	190,418
	Qualified XVII	8,339.520	10.83	90,317
	Qualified XXIV	33,350.993	11.08	369,529
		3,309,234.344		$       35,829,217


















217


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Qualified I

Individual Contracts issued prior to May 1, 1975 in connection with "Qualified Corporate Retirement Plans" established pursuant to Section 401 of the Internal Revenue Code ("Code"); tax-deferred annuity Plans established by the public school systems and tax-exempt organizations pursuant to Section 403(b) of the Code, and certain individual retirement annuity plans established by or on behalf of individuals pursuant to section 408(b) of the Code; individual Contracts issued prior to November 1, 1975 in connection with "H.R. 10 Plans" established by persons entitled to the benefits of the Self-Employed Individuals Tax Retirement Act of 1962, as amended; allocated group Contracts issued prior to May 1, 1975 in connection with qualified corporate retirement plans; and group Contracts issued prior to October 1, 1978 in connection with tax-deferred annuity plans.

Qualified V

Certain group AetnaPlus Contracts issued since August 28, 1992 in connection with "Optional Retirement Plans" established pursuant to Section 403(b) or 401(a) of the Internal Revenue Code.

Qualified VI

Certain group AetnaPlus Contracts issued in connection with tax-deferred annuity plans, Retirement Plus plans and deferred compensation plans since August 28, 1992.

Qualified VII

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

Qualified VIII

Group AetnaPlus Contracts issued in connection with Tax-Deferred Annuity Plans and Deferred Compensation Plans adopted by state and local governments since June 30, 1993.

Qualified IX

Certain large group Contracts (Jumbo) that were converted to ACES, an administrative system (previously valued under Qualified VI).

Qualified X

Individual retirement annuity and Simplified Employee Pension ("SEP") plans issued or converted to ACES, an administrative system.

218

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Qualified XI

Certain large group Contracts issued in connection with deferred compensation plans adopted by state and local governments since January 1996.

Qualified XII

Group Retirement Plus and Voluntary TDA Contracts issued since 1996 in connection with plans established pursuant to Section 403(b) or 401(a) of the Internal Revenue Code, shown separately by applicable daily charge; and Contracts issued since October 1, 1996 in connection with optional retirement plans established pursuant to Section 403(b) or 403(a) of the Internal Revenue Code.

Qualified XV

Certain existing Contracts issued in connection with deferred compensation plans issued through product exchange on December 16, 1996 (previously valued under Qualified VI), and new Contracts issued after that date in connection with certain deferred compensation plans.

Qualified XVI

Group AetnaPlus Contracts assessing an administrative expense charge effective April 7, 1997 issued in connection with tax-deferred annuity plans, Retirement Plus plans and deferred compensation plans.

Qualified XVII

Group AetnaPlus Contracts containing contractual limits on fees issued in connection with tax-deferred annuity plans and deferred compensation plans, which resulted in reduced daily charges for certain funding options effective May 29, 1997.

Qualified XVIII

Individual retirement annuity and SEP plan Contracts containing contractual limits on fees, which resulted in reduced daily charges for certain funding options effective May 29, 1997.

Qualified XIX

Group Corporate 401 Contracts containing contractual limits on fees, which resulted in reduced daily charges for certain funding options effective May 29, 1997.

219

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Qualified XX

Group HR 10 Contracts containing contractual limits on fees, which resulted in reduced daily charges for certain funding options effective May 29, 1997.

Qualified XXI

Certain existing Contracts issued in connection with deferred compensation plans having Contract modifications effective May 20, 1999.

Qualified XXII

Certain existing Contracts issued in connection with deferred compensation plans having Contract modifications effective May 20, 1999.

Qualified XXIV

Group Contract issued in connection with optional retirement plans having Contract modifications effective July 2000 to lower mortality and expense fee.

Qualified XXV

Group Contract issued in connection with Aetna Government Custom Choice plans having Contract modifications effective October 2000 to lower mortality and expense fee.

Qualified XXVI

Group Contract issued in connection with Aetna Government Custom Choice plans having Contract modifications effective October 2000 to lower mortality and expense fee.

Qualified XXVII

Group Contract issued in connection with tax deferred annuity plans having Contract modifications effective February 2000 to lower mortality and expense fee.

Qualified XXVIII

Group Contract issued in connection with optional retirement plans having Contract modifications effective February 2000 to lower mortality and expense fee.






220


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Qualified XXIX

Individual Contracts issued in connection with tax-deferred annuity plans and individual retirement annuity plans since May 1, 1975, H.R. 10 Plans since November 1, 1975; group Contracts issued since October 1, 1978 in connection with tax-deferred annuity plans and group Contracts issued since May 1, 1979 in connection with deferred compensation plans adopted by state and local governments and H.R. 10 Plans.

Qualified XXX

Individual Contracts issued in connection with tax-deferred annuity plans and individual retirement annuity plans since May 1, 1975, H.R. 10 Plans since November 1, 1975; group Contracts issued since October 1, 1978 in connection with tax-deferred annuity plans and group Contracts issued since May 1, 1979 in connection with deferred compensation plans adopted by state and local governments and H.R. 10 Plans.

Qualified XXXI

Group Contract issued in connection with the San Bernadino 457F Plan at a zero basis point charge, effective in 2004.

Qualified XXXII

Individual Contracts issued in connection with the 1992/1994 Pension IRA at 125 basis points, effective in 2004.

Qualified XXXIII

Group Contract issued in connection with Multiple Sponsored Retirement Options product at 0.40 and 0.65 basis points.

Qualified XXXIV

Group Contract issued in connection with ING Custom Choice plans at 60 basis points.











221


ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

9. 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 years ended December 31, 2004, 2003, 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 RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
AIM Health Sciences
	2004	2	$10.00	$             21	(e)	%	1.05%	(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)
AIM Mid Cap Core Equity
	2004	18	$10.99 to $11.08	196	(e)		0.65% to 1.60%	(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)
AIM Small Cap Growth
	2004	-	$10.72	-	(e)		1.00%	(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)
AIM V.I. Capital Appreciation
	2004	2,282	$5.77 to $10.80	20,524	-		0.00% to 1.50%	4.97% to 14.62%
	2003	2,409	$5.47 to $10.25	20,562	-		0.25% to 1.50%	27.54% to 29.11%
	2002	2,288	$4.26 to $7.11	15,302	-		0.00% to 1.50%	-25.48% to -24.62%
	2001	2,119	$5.69 to $9.39	19,027	7.37		0.00% to 1.75%	-24.43% to -23.55%
	2000	1,839	$7.50 to $12.29	21,974	(a)		(a)	(a)

222

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
AIM V.I. Core Equity
	2004	4,620	$6.65 to $11.18	$      38,313	0.91	%	0.00% to 1.50%	7.32% to 38.44%
	2003	5,544	$6.16 to $10.37	42,522	1.00		0.25% to 1.50%	22.56% to 24.08%
	2002	5,575	$5.00 to $6.54	34,728	0.33		0.00% to 1.50%	-16.84% to -15.71%
	2001	5,919	$5.99 to $7.76	44,279	0.05		0.00% to 1.75%	-23.99% to -23.10%
	2000	5,023	$7.84 to $10.04	48,981	(a)		(a)	(a)
AIM V.I. Growth
	2004	3,029	$4.46 to $11.06	17,595	-		0.00% to 1.50%	6.63% to 61.70%
	2003	3,143	$4.16 to $10.35	17,055	-		0.25% to 1.50%	29.19% to 30.88%
	2002	2,722	$3.20 to $4.38	11,403	-		0.25% to 1.50%	-32.00% to -31.21%
	2001	2,533	$4.69 to $6.34	15,568	0.21		0.00% to 1.75%	-34.87% to -34.11%
	2000	2,061	$7.16 to $9.62	19,441	(a)		(a)	(a)
AIM V.I. Premier Equity
	2004	2,627	$6.44 to $10.79	19,636	0.44		0.00% to 1.50%	4.26% to 22.18%
	2003	2,956	$6.15 to $10.33	21,041	0.31		0.25% to 1.50%	23.17% to 24.71%
	2002	2,777	$4.97 to $5.99	15,977	0.34		0.25% to 1.50%	-31.30% to -30.50%
	2001	2,682	$7.19 to $8.58	22,335	2.33		0.00% to 1.75%	-13.87% to -12.88%
	2000	1,903	$8.32 to $9.94	18,487	(a)		(a)	(a)
Alliance Bernstein Growth and Income Fund
	2004	2	$10.75	22	(e)		0.95%	(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)
Alliance Bernstein Growth and Income Portfolio
	2004	4	$11.23	50	(e)		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)

223

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
American Balanced Fund®
	2004	120	$10.50 to $10.61	$        1,269	(e)	%	0.30% to 1.45%	(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)
American Century® Income & Growth
	2004	433	$10.03 to $30.91	4,389	1.83		1.00% to 1.10%	11.51% to 11.57%
	2003	272	$8.99 to $27.72	2,491	1.48		1.00% to 1.10%	27.92% to 28.06%
	2002	159	$7.02 to $21.67	1,152	1.30		1.00% to 1.10%	-20.84% to -20.40%
	2001	62	$8.82 to $27.26	629	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Ariel Appreciation
	2004	18	$10.88 to $10.94	192	(e)		0.85% to 1.40%	(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)
Ariel
	2004	13	$11.66 to $11.70	154	(e)		1.25% to 1.60%	(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)
Baron Asset
	2004	11	$12.11 to $12.18	135	(e)		0.60% 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)

224

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Baron Growth
	2004	32	$12.01 to $12.12	$           392	-	%	0.50% to 1.50%	0.00%
	2003	-	$12.91	-	(d)		0.00%	(d)
	2002	(d)	(d)	(d)	(d)		(d)	(d)
	2001	(d)	(d)	(d)	(d)		(d)	(d)
	2000	(d)	(d)	(d)	(d)		(d)	(d)
Calvert Social Balanced
	2004	3,412	$10.91 to $29.27	66,170	1.71		0.00% to 1.50%	6.63% to 8.01%
	2003	3,259	$10.21 to $27.31	60,576	1.94		0.25% to 1.50%	17.49% to 18.96%
	2002	3,111	$8.88 to $23.11	49,766	2.70		0.00% to 1.50%	-13.46% to -12.46%
	2001	3,120	$10.23 to $26.58	58,340	5.40		0.00% to 1.75%	-8.34% to -7.27%
	2000	3,005	$11.13 to $28.86	63,262	(a)		(a)	(a)
EuroPacific Growth Fund® - Class R-3
	2004	48	$11.47 to $11.58	553	(e)		0.40% to 1.40%	(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)
EuroPacific Growth Fund® - Class R-4
	2004	1,426	$11.43 to $11.96	16,360	(e)		0.55% to 1.50%	(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)
Evergreen Special Values
	2004	2,610	$11.56 to $18.76	47,554	0.96		0.55% to 1.55%	18.85% to 18.90%
	2003	1,118	$15.33 to $15.50	17,138	-		0.95% to 1.00%	34.00% to 34.08%
	2002	819	$11.44 to $11.56	9,367	-		0.95% to 1.00%	-7.97% to -7.92%
	2001	316	$12.43 to $12.56	3,926	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)

225

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Fidelity® Advisor Mid Cap
	2004	37	$11.31 to $11.43	$           423	(e)	%	0.35% to 1.50%	(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)
Fidelity® VIP Contrafund®
	2004	32,399	$11.31 to $28.47	743,262	0.31		0.00% to 1.85%	13.73% to 15.24%
	2003	27,815	$10.35 to $24.91	564,372	0.40		0.25% to 1.50%	26.56% to 28.10%
	2002	23,810	$10.26 to $19.58	382,356	0.79		0.00% to 1.50%	-10.70% to -9.48%
	2001	20,685	$11.40 to $21.82	375,287	3.44		0.00% to 1.75%	-13.56% to -12.55%
	2000	19,961	$11.84 to $25.13	420,902	(a)		(a)	(a)
Fidelity® VIP Equity-Income
	2004	21,024	$10.84 to $27.10	405,088	1.43		0.00% to 1.95%	9.88% to 11.29%
	2003	18,499	$10.50 to $24.58	327,820	1.56		0.25% to 1.50%	28.39% to 30.03%
	2002	16,267	$8.79 to $19.07	226,895	1.66		0.00% to 1.50%	-18.19% to -17.24%
	2001	13,666	$10.66 to $23.23	237,314	5.91		0.00% to 1.75%	-6.38% to -5.29%
	2000	10,367	$11.30 to $24.73	195,903	(a)		(a)	(a)
Fidelity® VIP Growth
	2004	24,025	$9.50 to $24.16	377,338	0.26		0.00% to 1.65%	1.80% to 3.11%
	2003	24,544	$9.27 to $23.64	380,196	0.24		0.25% to 1.50%	30.83% to 32.47%
	2002	23,257	$8.30 to $18.00	277,744	0.25		0.00% to 1.50%	-31.15% to -30.35%
	2001	22,173	$11.97 to $26.05	388,351	7.04		0.00% to 1.75%	-18.89% to -17.94%
	2000	20,583	$14.65 to $32.00	448,872	(a)		(a)	(a)
Fidelity® VIP High Income
	2004	568	$8.98 to $9.03	5,210	9.10		1.00% to 1.50%	8.40% to 8.45%
	2003	866	$8.28 to $8.33	7,292	5.36		1.00% to 1.50%	25.84% to 26.02%
	2002	529	$6.58 to $6.61	3,569	8.54		1.00% to 1.50%	2.31% to 2.41%
	2001	411	$6.43 to $6.45	2,694	12.33		0.75% to 1.50%	-12.83% to -12.67%
	2000	332	$7.38 to $7.39	2,450	(a)		(a)	(a)

226

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Fidelity® VIP Asset ManagerSM
	2004	1,116	$18.11 to $18.23	$      20,327	2.80	%	1.00% to 1.10%	4.32% to 4.47%
	2003	1,246	$17.36 to $17.45	21,727	3.47		1.00% to 1.10%	16.67% to 16.80%
	2002	1,221	$14.88 to $14.94	18,235	3.97		1.00% to 1.10%	-9.73% to -9.64%
	2001	1,306	$16.48 to $16.54	21,589	5.70		1.05% to 1.25%	-5.29% to -5.10%
	2000	1,362	$17.41 to $17.43	23,730	(a)		(a)	(a)
Fidelity® VIP Index 500
	2004	4,966	$23.38 to $23.53	116,763	1.24		1.00% to 1.10%	9.41% to 9.49%
	2003	4,705	$21.37 to $21.49	101,046	1.34		1.00% to 1.10%	26.98% to 27.16%
	2002	4,302	$16.83 to $16.90	72,668	1.32		1.00% to 1.10%	-23.10% to -23.32%
	2001	4,378	$21.89 to $21.96	96,097	1.12		1.05% to 1.25%	-13.20% to -13.03%
	2000	4,146	$25.21 to $25.25	104,650	(a)		(a)	(a)
Fidelity® VIP Overseas
	2004	3,036	$8.33 to $15.65	41,057	1.10		0.00% to 1.50%	11.91% to 27.00%
	2003	2,508	$7.40 to $13.88	30,341	0.50		0.25% to 1.50%	41.20% to 43.00%
	2002	1,719	$5.21 to $9.79	14,076	0.74		0.00% to 1.50%	-21.47% to -20.56%
	2001	1,306	$6.61 to $12.42	14,766	13.21		0.00% to 1.75%	-22.35% to -21.44%
	2000	1,232	$8.47 to $15.94	18,192	(a)		(a)	(a)
Franklin Small-Mid Cap Growth
	2004	6	$10.84 to $10.91	70	(e)		0.90% to 1.60%	(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)
Franklin Small Cap Value Securities
	2004	3,359	$12.11 to $16.33	50,132	0.13		0.00% to 1.65%	21.91% to 23.12%
	2003	1,312	$10.35 to $13.33	15,883	0.19		0.55% to 1.50%	30.14% to 31.36%
	2002	860	$9.19 to $9.32	7,951	0.55		0.55% to 1.50%	-10.62% to -10.12%
	2001	13	$10.28 to $10.30	130	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)

227

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
The Growth Fund of America® - Class R-3
	2004	122	$10.74 to $10.86	$        1,320	(e)	%	0.30% to 1.45%	(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)
The Growth Fund of America® - Class R-4
	2004	4,738	$10.80 to $11.14	51,341	(e)		0.45% to 1.50%	(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)
The Income Fund of America® - Class R-3
	2004	10	$10.97 to $11.08	110	(e)		0.30% to 1.40%	(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 GET Fund - Series H
	2004	1,283	$10.02 to $11.03	13,499	4.66		0.25% to 1.75%	-0.19% to 1.12%
	2003	1,765	$10.03 to $10.91	18,535	4.10		0.50% to 1.75%	1.37% to 2.73%
	2002	2,251	$10.23 to $10.62	23,282	3.60		0.25% to 1.75%	2.95% to 3.93%
	2001	2,578	$9.93 to $10.17	25,808	0.47		0.25% to 1.75%	-1.09% to 0.08%
	2000	2,894	$9.87 to $10.16	29,176	(a)		(a)	(a)
ING GET Fund - Series I
	2004	75	$9.96 to $10.23	770	3.87		1.75%	-0.60% to -0.58%
	2003	106	$10.02 to $10.29	1,092	3.42		1.75%	1.38%
	2002	117	$10.15	1,190	3.54		1.75%	3.52%
	2001	128	$9.80	1,252	0.24		1.75%	-0.60%
	2000	138	$9.86	1,364	(a)		(a)	(a)

228

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING GET Fund - Series J
	2004	35	$9.95 to $10.11	$           351	4.61	%	1.75%	-0.70% to -0.69%
	2003	38	$10.02 to $10.18	386	3.59		1.75%	0.79%
	2002	39	$10.10	394	3.47		1.75%	4.23%
	2001	39	$9.69	381	0.16		1.75%	-0.46%
	2000	47	$9.73	457	(a)		(a)	(a)
ING GET Fund - Series K
	2004	131	$9.90 to $10.32	1,349	3.63		1.25% to 1.75%	-1.17% to -0.58%
	2003	167	$10.01 to $10.38	1,736	3.07		1.25% to 1.75%	0.59% to 1.07%
	2002	200	$10.17 to $10.27	2,048	2.74		1.25% to 1.75%	3.90% to 4.41%
	2001	231	$9.79 to $9.84	2,275	-		1.30% to 1.75%	-2.52% to -2.09%
	2000	285	$10.04 to $10.05	2,863	(a)		(a)	(a)
ING GET Fund - Series L
	2004	68	$10.27	696	4.24		1.25%	-0.68%
	2003	101	$10.34	1,049	3.76		1.25%	2.17%
	2002	117	$10.12	1,187	0.05		1.25%	1.41%
	2001	131	$9.98	1,305	4.60		1.30%	-0.36%
	2000	2	$10.02	16	(a)		(a)	(a)
ING GET Fund - Series Q
	2004	364	$10.57	3,849	3.64		1.25%	0.67%
	2003	418	$10.50	4,385	-		1.25%	3.86%
	2002	498	$10.11	5,031	2.28		1.25%	(c)
	2001	364	$10.00	3,642	(b)		1.05%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
ING GET Fund - Series S
	2004	2,247	$10.18 to $10.89	23,958	2.65		0.50% to 1.75%	0.86% to 2.16%
	2003	3,106	$10.09 to $10.69	32,661	0.10		0.50% to 1.75%	4.08% to 5.34%
	2002	4,624	$10.04 to $10.11	46,558	(c)		0.25% to 1.75%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)

229

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Balanced
	2004	30,971	$11.05 to $34.36	$    692,148	1.99	%	0.00% to 1.50%	7.78% to 9.12%
	2003	31,363	$10.22 to $31.70	659,370	1.96		0.25% to 1.50%	17.10% to 18.62%
	2002	32,476	$10.03 to $26.92	597,925	1.06		0.00% to 1.50%	-11.64% to -10.62%
	2001	36,765	$11.27 to $30.30	768,043	5.73		0.00% to 1.75%	-5.66% to -4.54%
	2000	38,718	$11.85 to $31.93	875,436	(a)		(a)	(a)
ING VP Emerging Markets
	2004	1,038	$10.10 to $10.13	10,509	0.84		1.00%	20.45% to 20.53%
	2003	973	$8.38 to $8.41	8,172	-		1.00%	45.74% to 45.75%
	2002	871	$5.75 to $5.77	5,020	-		1.00%	-10.24% to -10.23%
	2001	859	$6.41 to $6.43	5,519	20.84		1.00% to 1.25%	-11.54% to -11.37%
	2000	878	$7.24 to $7.25	6,367	(a)		(a)	(a)
ING VP Intermediate Bond
	2004	20,579	$10.21 to $74.70	407,745	1.50		0.00% to 1.95%	3.31% to 4.59%
	2003	20,885	$10.04 to $71.97	408,185	1.72		0.25% to 1.50%	4.71% to 6.06%
	2002	24,208	$13.07 to $68.41	458,178	3.22		0.00% to 1.50%	6.72% to 7.96%
	2001	23,313	$12.15 to $63.81	409,596	6.40		0.00% to 1.75%	7.12% to 8.37%
	2000	17,978	$11.26 to $59.29	301,919	(a)		(a)	(a)
ING VP Money Market
	2004	14,934	$9.98 to $50.07	216,952	1.09		0.00% to 1.50%	-0.49% to 0.76%
	2003	17,666	$10.00 to $49.72	257,477	1.79		0.25% to 1.50%	-0.61% to .66%
	2002	23,887	$11.78 to $49.45	368,846	3.78		0.00% to 1.50%	0.11% to 1.27%
	2001	24,401	$11.68 to $48.83	374,569	5.45		0.00% to 1.75%	2.38% to 3.62%
	2000	21,736	$11.32 to $47.51	322,714	(a)		(a)	(a)
ING VP Natural Resources
	2004	1,267	$12.03 to $19.55	20,790	0.82		0.00% to 1.50%	11.01% to 30.41%
	2003	940	$10.76 to $17.40	13,971	-		0.25% to 1.50%	28.54% to 30.12%
	2002	1,022	$8.30 to $13.46	11,897	0.18		0.00% to 1.50%	-3.56% to -2.54%
	2001	1,061	$8.54 to $13.82	12,751	-		0.00% to 1.75%	-17.19% to -16.23%
	2000	1,140	$10.24 to $16.64	16,696	(a)		(a)	(a)

230

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING Julius Baer Foreign
	2004	122	$11.66 to $12.27	$        1,428	(e)	%	0.70% to 1.50%	(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	2,236	$10.84 to $13.30	29,119	2.74		0.55% to 1.50%	9.45% to 10.56%
	2003	701	$11.28 to $12.03	8,289	(d)		0.55% to 1.50%	(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	2,052	$11.13 to $14.87	30,123	1.48		0.50% to 1.55%	13.15% to 14.30%
	2003	166	$12.20 to $13.01	2,143	(d)		0.55% to 1.50%	(d)
	2002	(d)	(d)	(d)	(d)		(d)	(d)
	2001	(d)	(d)	(d)	(d)		(d)	(d)
	2000	(d)	(d)	(d)	(d)		(d)	(d)
ING Aeltus Enhanced Index
	2004	179	$8.41 to $11.01	1,536	0.68		0.60% to 1.50%	8.35% to 9.36%
	2003	101	$7.76 to $10.13	800	0.65		0.60% to 1.50%	25.57% to 26.56%
	2002	19	$6.18 to $8.04	126	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING American Century Select
	2004	230	$8.84 to $9.95	2,070	-		0.40% to 1.50%	3.15% to 4.31%
	2003	253	$8.57 to $10.38	2,194	-		0.40% to 1.50%	32.25% to 33.38%
	2002	39	$6.48 to $6.85	255	(c)		0.75% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)

231

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING American Century Small Cap Value
	2004	1,961	$11.64 to $13.29	$      25,577	0.04	%	0.00% to 1.50%	19.50% to 20.75%
	2003	582	$10.77 to $10.94	6,307	0.17		0.55% to 1.50%	33.46% to 34.73%
	2002	227	$8.07 to $8.12	1,834	(c)		0.55% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Baron Small Cap Growth
	2004	3,951	$12.10 to $16.51	58,317	-		0.00% to 1.50%	26.05% to 27.38%
	2003	1,313	$10.23 to $13.03	15,257	-		0.40% to 1.50%	31.49% to 32.65%
	2002	372	$8.67 to $8.73	3,239	(c)		0.55% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Goldman Sachs® Capital Growth
	2004	138	$9.96 to $11.06	1,490	0.09		0.60% to 1.50%	7.17% to 8.11%
	2003	83	$9.27 to $10.37	827	-		0.60% to 1.50%	21.72% to 22.96%
	2002	43	$7.59 to $8.32	347	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING JPMorgan International
	2004	7,709	$10.97 to $22.92	138,552	1.10		0.00% to 1.50%	17.11% to 18.98%
	2003	8,116	$9.30 to $19.47	126,504	0.98		0.25% to 1.50%	27.52% to 29.04%
	2002	8,676	$7.24 to $15.19	107,839	0.62		0.00% to 1.50%	-19.30% to -18.37%
	2001	9,398	$8.90 to $18.73	145,566	23.69		0.00% to 1.75%	-28.02% to -27.18%
	2000	10,064	$12.27 to $25.91	219,543	(a)		(a)	(a)
ING JPMorgan Mid Cap Value
	2004	1,022	$11.71 to $14.33	14,426	0.22		0.00% to 1.50%	18.76% to 20.12%
	2003	339	$10.24 to $11.93	3,999	0.44		0.45% to 1.50%	28.20% to 29.21%
	2002	113	$9.15 to $9.21	1,038	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)

232

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING MFS Capital Opportunities
	2004	7,187	$9.80 to $29.32	$    143,585	0.44	%	0.00% to 1.50%	11.16% to 12.65%
	2003	8,274	$8.73 to $26.23	151,497	0.19		0.25% to 1.50%	26.12% to 27.71%
	2002	8,811	$7.36 to $20.69	129,150	-		0.00% to 1.50%	-31.20% to -30.41%
	2001	9,985	$10.67 to $29.93	216,006	18.63		0.00% to 1.75%	-25.88% to -25.02%
	2000	9,596	$14.36 to $40.20	291,499	(a)		(a)	(a)
ING OpCap Balanced Value
	2004	1,519	$11.21 to $13.80	20,474	1.09		0.55% to 1.50%	8.60% to 9.70%
	2003	752	$10.29 to $12.58	9,183	1.63		0.55% to 1.50%	28.44% to 29.44%
	2002	59	$8.00 to $9.69	515	(c)		0.70% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Oppenheimer Global Portfolio
	2004	182	$12.22 to $12.52	2,264	-		0.60% to 1.50%	13.36% to 14.26%
	2003	119	$10.78 to $10.94	1,294	-		0.65% to 1.50%	29.96% to 30.90%
	2002	24	$8.30 to $8.35	202	(c)		0.70% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING PIMCO Total Return
	2004	3,872	$10.21 to $11.64	43,692	-		0.40% to 1.50%	2.73% to 3.93%
	2003	2,845	$10.02 to $11.20	31,227	3.56		0.40% to 1.50%	2.52% to 3.44%
	2002	1,518	$10.70 to $10.77	16,279	(c)		0.55% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Salomon Brothers Aggressive Growth - Initial Class
	2004	19,676	$8.28 to $14.64	228,353	-		0.00% to 1.50%	7.99% to 26.50%
	2003	22,307	$7.60 to $13.51	239,784	-		0.25% to 1.50%	36.05% to 37.92%
	2002	21,979	$5.54 to $9.90	175,927	-		0.00% to 1.50%	-36.27% to -35.53%
	2001	24,305	$8.63 to $15.50	305,237	6.20		0.00% to 1.75%	-26.33% to -25.47%
	2000	24,658	$11.63 to $20.98	425,188	*		*	*

233

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING Salomon Brothers Aggressive Growth - Service Class
	2004	2	$10.32	$             16	(e)	%	0.70%	(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 Salomon Brothers Fundamental Value
	2004	602	$11.12 to $18.10	10,359	-		0.55% to 1.50%	6.81% to 7.87%
	2003	578	$10.39 to $16.78	9,414	1.39		0.55% to 1.50%	38.62% to 39.78%
	2002	23	$7.48 to $11.99	244	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Salomon Brothers Investors Value
	2004	427	$10.74 to $14.14	5,760	0.92		0.55% to 1.50%	8.37% to 9.44%
	2003	321	$9.88 to $12.92	4,019	0.69		0.55% to 1.50%	29.49% to 30.54%
	2002	67	$7.62 to $9.89	635	(c)		0.60% to 1.40%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING T. Rowe Price Diversified Mid Cap Growth - Service Class
	2004	1,207	$7.62 to $11.27	9,594	-		0.45% to 1.50%	6.87% to 8.09%
	2003	1,287	$7.13 to $10.49	9,420	-		0.45% to 1.50%	42.51% to 43.68%
	2002	166	$5.00 to $7.32	902	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING T. Rowe Price Growth Equity - Initial Class
	2004	14,985	$11.28 to $23.81	291,385	0.16		0.00% to 1.50%	8.36% to 10.00%
	2003	13,740	$10.37 to $21.86	246,603	0.15		0.00% to 1.50%	28.96% to 30.55%
	2002	12,185	$9.02 to $16.86	169,889	0.19		0.00% to 1.50%	-24.44% to -23.64%
	2001	12,122	$11.85 to $22.20	223,753	15.67		0.00% to 1.75%	-11.56% to -10.53%
	2000	11,636	$13.30 to $24.99	244,865	(a)		(a)	(a)

234

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING T. Rowe Price Growth Equity - Service Class
	2004	20	$10.64 to $12.16	$           219	(e)	%	0.40% to 1.30%	(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 UBS U.S. Large Cap Equity
	2004	10,068	$9.67 to $16.40	135,468	0.78		0.00% to 1.50%	13.00% to 15.41%
	2003	10,747	$8.55 to $14.33	128,075	0.58		0.25% to 1.50%	23.02% to 24.66%
	2002	11,666	$6.95 to $11.58	114,492	0.20		0.00% to 1.50%	-26.01% to -25.15%
	2001	12,954	$9.39 to $15.50	172,262	20.46		0.00% to 1.75%	-22.07% to -21.20%
	2000	13,514	$12.05 to $19.72	234,529	(a)		(a)	(a)
ING Van Kampen Comstock
	2004	5,605	$11.21 to $14.42	71,730	-		0.40% to 1.95%	15.01% to 16.27%
	2003	2,951	$10.46 to $12.47	32,018	0.89		0.40% to 1.50%	27.74% to 28.90%
	2002	983	$8.29 to $8.35	8,175	(c)		0.55% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING Van Kampen Equity and Income
	2004	105	$10.44 to $33.04	2,372	0.37		0.55% to 1.50%	8.97% to 9.99%
	2003	50	$9.55 to $30.04	911	0.14		0.55% to 1.50%	25.13% to 26.26%
	2002	42	$7.61 to $23.76	474	(c)		0.60% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING VP Strategic Allocation Balanced
	2004	4,481	$10.67 to $18.08	70,666	1.25		0.00% to 1.55%	8.56% to 9.97%
	2003	4,016	$10.24 to $16.55	58,446	1.48		0.25% to 1.50%	17.67% to 19.12%
	2002	3,907	$8.84 to $13.98	47,846	2.59		0.00% to 1.50%	-10.89% to -9.85%
	2001	4,144	$9.85 to $15.59	57,038	2.54		0.00% to 1.75%	-8.39% to -7.32%
	2000	4,127	$10.67 to $16.92	62,530	(a)		(a)	(a)

235

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Strategic Allocation Growth
	2004	5,143	$10.83 to $18.78	$      81,653	1.05	%	0.00% to 1.55%	10.31% to 14.79%
	2003	4,838	$9.86 to $16.92	69,833	0.88		0.25% to 1.50%	22.46% to 23.96%
	2002	4,739	$7.99 to $13.73	56,046	1.75		0.00% to 1.50%	-15.04% to -14.06%
	2001	4,817	$9.34 to $16.07	67,010	1.60		0.00% to 1.75%	-12.87% to -11.85%
	2000	4,801	$10.63 to $18.33	77,057	(a)		(a)	(a)
ING VP Strategic Allocation Income
	2004	2,282	$10.48 to $17.77	36,460	1.81		0.00% to 1.55%	6.38% to 7.76%
	2003	2,238	$10.18 to $16.50	33,837	2.30		0.25% to 1.50%	11.92% to 13.28%
	2002	2,347	$10.23 to $14.66	31,610	3.44		0.00% to 1.50%	-5.77% to -4.68%
	2001	2,600	$10.77 to $15.41	37,096	4.35		0.00% to 1.75%	-3.84% to -2.71%
	2000	2,622	$11.12 to $15.89	39,124	(a)		(a)	(a)
ING Financial Services
	2004	1	$10.87	9	(e)		0.50%	(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 Growth and Income
	2004	108,588	$8.47 to $267.99	2,182,323	2.32		0.00% to 1.50%	6.78% to 21.16%
	2003	121,775	$7.87 to $249.58	2,310,967	-		0.25% to 1.50%	24.14% to 25.78%
	2002	139,292	$6.29 to $199.83	2,141,418	0.84		0.00% to 1.50%	-26.11% to -25.25%
	2001	162,099	$8.45 to $268.94	3,399,498	0.60		0.00% to 1.75%	-19.62% to -18.68%
	2000	178,363	$10.44 to $332.72	4,739,548	(a)		(a)	(a)
ING GET US Core - Series 1
	2004	212	$10.51	2,224	0.70		1.25%	2.24%
	2003	231	$10.28	2,378	(d)		1.25%	(d)
	2002	(d)	(d)	(d)	(d)		(d)	(d)
	2001	(d)	(d)	(d)	(d)		(d)	(d)
	2000	(d)	(d)	(d)	(d)		(d)	(d)

236

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING GET US Core - Series 2
	2004	1,821	$10.23 to $10.31	$      18,726	0.11	%	1.00% to 1.65%	1.99% to 2.59%
	2003	2,055	$10.03 to $10.05	20,639	(d)		1.05% to 1.65%	(d)
	2002	(d)	(d)	(d)	(d)		(d)	(d)
	2001	(d)	(d)	(d)	(d)		(d)	(d)
	2000	(d)	(d)	(d)	(d)		(d)	(d)
ING GET US Core - Series 3
	2004	5,300	$9.95 to $10.02	52,924	0.00		1.00% to 1.75%	-0.40% to 0.20%
	2003	21	$9.99 to $10.00	207	(d)		0.80% 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 GET US Core - Series 5
	2004	66	$10.47	696	(e)		1.75%	(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 GET US Core - Series 6
	2004	556	$10.08	5,605	(e)		1.75%	(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 GET US Core - Series 7
	2004	402	$10.00	4,017	(e)		1.00% 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)

237

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING GNMA Income
	2004	40	$10.10 to $10.20	$           404	(e)	%	0.30% to 1.45%	(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 Intermediate Bond
	2004	52	$10.20 to $10.29	535	(e)		0.40% to 1.40%	(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 Global Science and Technology
	2004	11,027	$3.56 to $10.00	40,737	-		0.00% to 1.50%	-2.73% to 132.01%
	2003	12,668	$3.64 to $10.26	47,295	-		0.25% to 1.50%	43.36% to 45.25%
	2002	8,904	$2.53 to $2.64	23,001	-		0.00% to 1.50%	-42.16% to -41.49%
	2001	7,145	$4.35 to $4.50	31,754	-		0.00% to 1.75%	-24.13% to -23.22%
	2000	4,262	$5.71 to $5.87	24,855	(a)		(a)	(a)
ING VP Growth
	2004	6,937	$5.37 to $15.14	89,883	0.12		0.00% to 1.50%	5.63% to 6.92%
	2003	7,779	$5.06 to $14.18	95,972	-		0.25% to 1.50%	28.43% to 30.14%
	2002	7,963	$3.92 to $10.79	76,539	-		0.00% to 1.50%	-30.00% to -29.19%
	2001	8,753	$5.57 to $15.43	120,765	11.29		0.00% to 1.75%	-28.16% to -27.32%
	2000	8,901	$7.72 to $21.24	171,159	(a)		(a)	(a)
ING VP Index Plus LargeCap
	2004	32,461	$10.67 to $19.66	562,520	0.99		0.00% to 1.95%	8.92% to 10.32%
	2003	31,590	$9.74 to $17.85	503,421	1.04		0.25% to 1.50%	24.22% to 25.85%
	2002	29,577	$8.36 to $14.03	378,460	0.24		0.00% to 1.50%	-22.70% to -21.80%
	2001	27,743	$10.73 to $18.18	459,606	4.07		0.00% to 1.75%	-14.92% to -13.92%
	2000	25,137	$12.52 to $21.13	488,938	(a)		(a)	(a)

238

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Index Plus MidCap
	2004	18,764	$11.22 to $20.56	$    361,470	0.40	%	0.00% to 1.85%	14.85% to 16.29%
	2003	14,056	$10.18 to $17.68	233,761	0.39		0.25% to 1.50%	30.49% to 32.14%
	2002	11,364	$12.33 to $13.38	144,261	0.45		0.00% to 1.50%	-13.40% to -12.40%
	2001	6,071	$14.24 to $15.20	88,491	5.86		0.00% to 1.75%	-2.80% to-1.67%
	2000	3,705	$14.65 to $15.46	55,395	(a)		(a)	(a)
ING VP Index Plus SmallCap
	2004	10,466	$11.68 to $16.34	158,486	0.15		0.00% to 1.85%	20.22% to 21.76%
	2003	7,540	$10.20 to $13.42	93,931	0.17		0.25% to 1.50%	34.15% to 35.83%
	2002	5,909	$8.96 to $9.88	54,579	0.17		0.00% to 1.50%	-14.50% to -13.51%
	2001	2,687	$10.48 to $11.37	28,860	4.91		0.00% to 1.75%	0.87% to 2.05%
	2000	1,211	$9.94 to $11.14	12,843	(a)		(a)	(a)
ING VP International Equity
	2004	1,509	$6.71 to $12.18	14,340	1.20		0.00% to 1.50%	15.42% to 32.77%
	2003	1,451	$5.79 to $10.52	11,933	1.01		0.25% to 1.50%	30.10% to 31.82%
	2002	1,316	$4.43 to $6.40	8,248	0.22		0.00% to 1.50%	-27.77% to -26.93%
	2001	1,269	$6.10 to $8.79	10,978	0.11		0.00% to 1.75%	-25.02% to -24.14%
	2000	1,117	$8.09 to $11.62	12,949	(a)		(a)	(a)
ING VP Small Company
	2004	9,070	$11.02 to $23.47	175,779	0.28		0.00% to 1.50%	12.69% to 14.09%
	2003	9,733	$9.73 to $20.60	167,432	0.25		0.25% to 1.50%	35.44% to 37.18%
	2002	9,115	$7.15 to $14.86	115,085	0.48		0.00% to 1.50%	-24.37% to -23.50%
	2001	7,976	$9.41 to $19.68	134,200	3.51		0.00% to 1.75%	2.44% to 3.64%
	2000	6,314	$9.15 to $19.00	104,712	(a)		(a)	(a)
ING VP Value Opportunity
	2004	6,985	$9.66 to $18.79	110,369	0.80		0.00% to 1.50%	8.48% to 9.86%
	2003	8,963	$8.85 to $17.11	133,176	0.77		0.25% to 1.50%	22.79% to 24.30%
	2002	9,633	$9.09 to $13.82	115,345	0.46		0.00% to 1.50%	-27.07% to -26.22%
	2001	7,322	$12.37 to $18.98	118,660	4.66		0.00% to 1.75%	-10.97% to -9.93%
	2000	3,530	$13.79 to $20.91	63,066	(a)		(a)	(a)

239

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP Financial Services
	2004	17	$11.12 to $11.44	$           194	(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 International Value
	2004	4,834	$11.49 to $13.33	58,379	1.23		0.30% to 1.50%	15.63% to 16.94%
	2003	3,157	$10.17 to $11.47	32,591	1.19		0.40% to 1.50%	27.92% to 29.37%
	2002	1,603	$7.95 to $8.07	12,825	0.86		0.45% to 1.50%	-16.56% to -16.17%
	2001	160	$9.54 to $9.56	1,529	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
ING VP MagnaCap
	2004	183	$9.45 to $9.68	1,748	1.63		0.60% to 1.50%	7.39% to 8.41%
	2003	177	$8.80 to $8.93	1,571	1.04		0.60% to 1.50%	29.18% to 30.17%
	2002	80	$6.82 to $6.86	544	(c)		0.60% to 1.40%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING VP MidCap Opportunities
	2004	536	$10.19 to $11.43	5,546	-		0.55% to 1.50%	9.81% to 20.57%
	2003	447	$9.28 to $9.50	4,191	-		0.55% to 1.50%	34.69% to 35.91%
	2002	66	$6.89 to $6.99	457	-		0.55% to 1.50%	-26.79% to -26.57%
	2001	3	$9.45 to $9.46	30	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
ING VP Real Estate
	2004	1,960	$13.58 to $13.95	27,225	(e)		0.55% to 1.50%	(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)

240

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
ING VP SmallCap Opportunities
	2004	1,087	$7.36 to $8.08	$        8,178	-	%	0.40% to 1.50%	8.53% to 16.59%
	2003	1,170	$6.78 to $6.96	8,045	-		0.40% to 1.50%	36.69% to 38.10%
	2002	446	$4.96 to $5.04	2,239	-		0.45% to 1.50%	-44.29% to -44.13%
	2001	7	$8.95 to $8.96	59	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
ING Real Estate
	2004	22	$12.65 to $12.76	282	(e)		0.45% to 1.45%	(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)
Janus Advisor Series Balanced
	2004	-	$11.40	-	(e)		1.00%	(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)
Janus Aspen Balanced
	2004	16,735	$10.06 to $26.46	356,943	2.17		0.00% to 1.95%	6.91% to 8.29%
	2003	19,201	$9.36 to $24.66	385,094	2.22		0.25% to 1.50%	12.34% to 13.76%
	2002	19,717	$8.29 to $21.87	353,540	2.57		0.00% to 1.50%	-7.84% to -6.77%
	2001	17,000	$8.95 to $23.65	338,450	2.71		0.00% to 1.75%	-6.13% to -5.04%
	2000	13,548	$9.49 to $25.11	296,054	(a)		(a)	(a)
Janus Aspen Capital Appreciation
	2004	365	$8.55 to $11.51	3,238	0.03		1.00% to 1.25%	16.50% to 16.80%
	2003	423	$7.32 to $9.88	3,177	0.27		1.00% to 1.25%	18.75% to 19.02%
	2002	326	$6.15 to $8.32	2,019	0.33		1.00% to 1.25%	-16.77%
	2001	72	$7.39	530	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)

241

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Janus Aspen Flexible Income
	2004	4,497	$10.30 to $21.35	$      78,169	5.55	%	0.00% to 1.50%	2.39% to 3.69%
	2003	5,268	$10.03 to $20.59	89,994	4.83		0.25% to 1.50%	4.82% to 6.09%
	2002	5,626	$12.74 to $19.53	92,271	4.52		0.00% to 1.50%	8.83% to 10.09%
	2001	3,776	$11.67 to $17.78	56,744	6.11		0.00% to 1.75%	6.13% to 7.36%
	2000	2,595	$10.97 to $16.61	36,898	(a)		(a)	(a)
Janus Aspen Growth
	2004	12,324	$9.60 to $19.79	199,501	0.13		0.00% to 1.50%	2.98% to 4.25%
	2003	15,153	$9.27 to $19.13	239,988	0.09		0.25% to 1.50%	29.72% to 31.47%
	2002	16,346	$7.70 to $14.67	199,166	-		0.00% to 1.50%	-27.61% to -26.77%
	2001	18,060	$10.56 to $20.16	305,619	0.25		0.00% to 1.75%	-25.86% to -25.00%
	2000	17,916	$14.14 to $27.07	412,686	(a)		(a)	(a)
Janus Aspen Mid Cap Growth
	2004	25,472	$10.94 to $24.72	458,336	-		0.00% to 1.50%	18.99% to 20.42%
	2003	30,177	$9.11 to $20.68	459,241	-		0.25% to 1.50%	33.11% to 34.86%
	2002	31,862	$7.88 to $15.46	369,184	-		0.00% to 1.50%	-29.01% to -28.04%
	2001	34,630	$11.02 to $21.67	569,410	-		0.00% to 1.75%	-40.36% to -39.66%
	2000	33,795	$18.33 to $36.17	950,193	(a)		(a)	(a)
Janus Aspen Worldwide Growth
	2004	24,107	$9.48 to $23.32	425,591	0.95		0.00% to 1.50%	3.20% to 4.47%
	2003	31,018	$9.09 to $22.51	536,188	1.06		0.25% to 1.50%	22.11% to 23.74%
	2002	36,207	$7.94 to $18.36	513,443	0.87		0.00% to 1.50%	-26.61% to -25.61%
	2001	40,344	$10.75 to $24.94	783,656	0.45		0.00% to 1.75%	-23.60% to -22.71%
	2000	42,211	$13.96 to $32.52	1,083,720	(a)		(a)	(a)
Janus Twenty
	2004	124	$5.87 to $5.90	730	-		0.95% to 1.10%	22.55% to 22.66%
	2003	117	$4.79 to $4.81	563	0.63		0.95% to 1.10%	23.97% to 24.09%
	2002	99	$3.86 to $3.88	383	0.63		0.95% to 1.10%	-24.85% to -24.74%
	2001	97	$5.14 to $5.15	497	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)

242

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Lord Abbett Affiliated
	2004	20	$11.02 to $11.10	$           221	(e)	%	0.65% to 1.45%	(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)
Lord Abbett Growth and Income
	2004	9,581	$11.21 to $11.85	109,667	1.07		0.45% to 1.95%	10.99% to 14.71%
	2003	4,951	$10.10 to $10.44	50,532	0.93		0.45% to 1.50%	28.99% to 30.39%
	2002	1,545	$7.83 to $7.93	12,172	1.05		0.55% to 1.50%	-19.17% to -18.81%
	2001	126	$9.70 to $9.72	1,226	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Lord Abbett Mid-Cap Value - Class VC
	2004	7,424	$12.45 to $15.68	96,241	0.40		0.00% to 1.50%	22.18% to 36.28%
	2003	2,735	$10.19 to $12.77	28,509	0.67		0.45% to 1.50%	22.92% to 24.05%
	2002	1,213	$8.29 to $8.41	10,124	1.08		0.55% to 1.50%	-10.91% to -10.64%
	2001	28	$9.34 to $9.35	265	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Lord Abbett Mid Cap Value Fund - Class A
	2004	24	$11.91 to $14.25	290	(e)		0.50% to 1.60%	(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)
Lord Abbett Small-Cap Value
	2004	45	$11.74 to $11.84	530	(e)		0.65% to 1.60%	(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)

243

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Massachusetts Investors Growth Stock
	2004	17	$10.55 to $10.58	$           180	(e)	%	0.70% to 0.95%	(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)
MFS® Total Return
	2004	5,159	$14.45 to $14.54	74,758	1.56		1.00% to 1.10%	10.14% to 10.24%
	2003	4,414	$13.12 to $13.19	58,033	1.66		1.00% to 1.10%	14.99% to 15.20%
	2002	3,443	$11.41 to $11.45	39,338	1.50		1.00% to 1.10%	-6.21% to -6.11%
	2001	1,743	$12.16 to $12.20	21,228	3.77		1.05% to 1.25%	-1.00% to -0.81%
	2000	395	$12.28 to $12.30	4,860	(a)		(a)	(a)
Moderate Allocation Portfolio
	2004	6	$10.72	63	(e)		0.00%	(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)
Mutual Discovery
	2004	16	$11.54 to $11.60	186	(e)		0.45% to 1.05%	(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)
New Perspective Fund® - Class R-3
	2004	18	$11.12 to $11.17	204	(e)		0.30% to 0.80%	(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)

244

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
New Perspective Fund® - Class R-4
	2004	762	$11.30 to $11.66	$        8,638	(e)	%	0.55% to 1.50%	(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)
Oppenheimer Capital Appreciation
	2004	21	$10.27 to $10.36	217	(e)		0.65% to 1.60%	(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)
Oppenheimer Developing Markets
	2004	1,557	$12.94 to $29.69	37,377	2.10		0.55% to 1.65%	31.71%
	2003	429	$14.57	6,248	4.56		1.00%	63.52%
	2002	145	$8.91	1,294	2.50		1.00%	-2.58%
	2001	24	$9.15 to $13.82	223	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Oppenheimer Global
	2004	-	$14.57	4	(e)		1.00%	(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)
Oppenheimer Main Street Fund® - Class A
	2004	1	$10.56 to $10.63	13	(e)		0.90% to 1.60%	(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)

245

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Oppenheimer Aggressive Growth
	2004	-	$0.00	$               3	-	%	1.25%	0.00%
	2003	-	-	4	-		1.25%	-
	2002	-	-	3	(c)		1.25%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
Oppenheimer Global Securities
	2004	22,250	$11.36 to $19.26	410,368	1.10		0.00% to 1.80%	17.37% to 18.89%
	2003	16,092	$10.51 to $16.20	251,043	0.55		0.25% to 1.50%	40.97% to 43.00%
	2002	10,640	$10.74 to $11.36	117,400	0.51		0.00% to 1.50%	-23.30% to -22.41%
	2001	6,078	$14.01 to $14.59	86,986	10.25		0.00% to 1.75%	-13.36% to -12.34%
	2000	3,052	$16.17 to $16.76	50,259	(a)		(a)	(a)
Oppenheimer Main Street® Fund/VA
	2004	-	$0.00	43	-		1.25% to 1.50%	0.00%
	2003	-	-	32	-		1.25% to 1.50%	-
	2002	-	-	28	(c)		1.25% to 1.50%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
Oppenheimer Main Street® Small Cap
	2004	-	$12.30	5	(e)		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)
Oppenheimer Strategic Bond
	2004	3,306	$10.88 to $14.98	47,078	4.44		0.00% to 1.95%	7.08% to 8.47%
	2003	2,470	$10.31 to $13.81	32,607	5.57		0.25% to 1.50%	16.27% to 17.73%
	2002	1,474	$11.06 to $11.73	16,662	6.58		0.00% to 1.50%	5.84% to 7.07%
	2001	924	$10.45 to $10.91	9,817	6.28		0.00% to 1.75%	3.28% to 4.48%
	2000	586	$10.12 to $10.79	6,010	(a)		(a)	(a)

246

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Pax World Balanced
	2004	1,550	$10.45 to $11.12	$      16,523	0.96	%	0.55% to 1.65%	11.98% to 12.45%
	2003	378	$9.43 to $9.56	3,605	1.04		0.85% to 1.25%	15.85% to 16.30%
	2002	195	$8.14 to $8.22	1,605	1.68		0.85% to 1.25%	-9.77%
	2001	254	$9.10	2,309	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
PIMCO NFJ Small-Cap Value
	2004	4	$12.00	53	(e)		0.90%	(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)
PIMCO VIT Real Return
	2004	882	$10.43 to $10.83	9,519	(e)		0.60% to 1.50%	(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 High Yield
	2004	42	$10.38 to $10.48	437	(e)		0.60% to 1.65%	(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	2,471	$11.02 to $13.99	28,279	2.17		0.00% to 1.95%	14.64% to 17.70%
	2003	1,096	$9.61 to $12.14	10,691	2.39		0.45% to 1.50%	20.73% to 21.93%
	2002	472	$7.96 to $8.07	3,782	2.54		0.55% to 1.50%	-16.99% to -16.62%
	2001	9	$9.60 to $9.62	88	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)

247

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Pioneer Fund
	2004	-	$12.57	$               1	(e)	%	1.00%	(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 Fund VCT
	2004	256	$10.03 to $10.94	2,601	1.16		0.55% to 1.50%	9.62% to 10.60%
	2003	165	$9.15 to $9.37	1,522	1.13		0.55% to 1.50%	21.84% to 23.13%
	2002	57	$7.51 to $7.61	432	1.24		0.55% to 1.50%	-20.16% to -19.80%
	2001	1	$9.41 to $9.43	9	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Pioneer High Yield VCT
	2004	419	$10.63 to $11.03	4,468	(e)		0.65% to 1.50%	(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 Mid Cap Value VCT
	2004	3,402	$11.67 to $16.27	49,664	0.27		0.00% to 1.60%	20.27% to 21.91%
	2003	983	$10.27 to $13.46	11,735	0.16		0.55% to 1.50%	35.44% to 36.73%
	2002	245	$8.70 to $8.82	2,143	0.33		0.55% to 1.50%	-12.53% to -12.05%
	2001	8	$9.95 to $9.97	81	(b)		0.00% to 1.75%	(b)
	2000	(b)	(b)	(b)	(b)		(b)	(b)
Scudder Equity 500 Index
	2004	-	$12.34	2	(e)		1.00%	(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)

248

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
T. Rowe Price Mid-Cap Value
	2004	53	$11.54 to $11.64	$           619	(e)	%	0.50% to 1.45%	(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)
Templeton Foreign
	2004	39	$11.36 to $11.46	450	(e)		0.65% to 1.65%	(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)
Templeton Growth
	2004	5	$11.26 to $11.31	61	(e)		0.95% to 1.45%	(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)
Templeton Global Bond
	2004	572	$11.59 to $17.55	6,775	(e)		0.55% to 1.50%	(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)
UBS U.S. Small Cap Growth
	2004	4	$10.71	48	(e)		0.70%	(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)

249

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division		(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Vanguard® 500 Index
	2004	1	$10.82	$             13	(e)	%	0.00%	(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)
Vanguard® Variable Insurance
	2004	18	$11.19 to $11.23	208	(e)		1.10% to 1.65%	(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)
Wanger Select
	2004	195	$11.39 to $11.85	2,227	(e)		0.70% to 1.50%	(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)
Wanger U.S. Smaller Companies
	2004	186	$11.55 to $12.12	2,155	(e)		0.55% to 1.50%	(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)
Washington Mutual InvestorsSM - Class R-3
	2004	115	$10.66 to $10.77	1,232	(e)		0.30% to 1.40%	(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)

250

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

						Investment
			Units	Unit Fair Value	Net Assets	Income		Expense RatioB	Total ReturnC
Division			(000's)	(lowest to highest)	(000's)	RatioA		(lowest to highest)	(lowest to highest)
Washington Mutual InvestorsSM - Class R-4
	2004		3,309	$10.80 to $11.08	$      35,859	(e)	%	0.55% to 1.50%	(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)
(a)		Not provided for 2000
(b)		As this investment Division was not available until 2001, this data is not meaningful and therefore is not presented
(c)		As this investment Division was not available until 2002, this data is not meaningful and therefore is not presented
(d)		As this investment Division was not available until 2003, this data is not meaningful and therefore is not presented
(e)		As this investment Division was not available until 2004, this data is not meaningful and therefore is not presented
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.

251

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

Index to Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm			C-2
Consolidated Financial Statements:
	Consolidated Statements of Operations for the years ended
		December 31, 2004, 2003 and 2002	C-3
	Consolidated Balance Sheets as of
		December 31, 2004 and 2003	C-4
	Consolidated Statements of Changes in Shareholder's Equity for the years ended
		December 31, 2004, 2003 and 2002	C-5
	Consolidated Statements of Cash Flows for the years ended
		December 31, 2004, 2003 (Restated) and 2002 (Restated)	C-6
Notes to Consolidated Financial Statements			C-7

C-1

Report of Independent Registered Public Accounting Firm

The Board of Directors

ING Life Insurance and Annuity Company

We have audited the accompanying consolidated balance sheets of ING Life Insurance and Annuity Company as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ING Life Insurance and Annuity Company as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company changed the accounting principle for goodwill and other intangible assets effective January 1, 2002. As discussed in Note 14 to the financial statements, the Company restated certain amounts presented in the statements of cash flows related to its payables for securities purchased, short-term borrowings, and investment contracts for the years ended December 31, 2003 and 2002.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 31, 2005

C-2

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

Consolidated Statements of Operations(In millions)

			Year ended December 31,
			2004	2003	2002
Revenues:
	Net investment income		$               983.1	$               919.1	$               959.5
	Fee income		455.7	395.8	423.9
	Premiums		38.5	50.1	53.9
	Net realized capital gains (losses)		25.2	64.5	(101.0)
Total revenue			1,502.5	1,429.5	1,336.3
Benefits and expenses:
	Interest credited and other benefits
		to contractowners	739.4	723.4	707.3
	Operating expenses		394.0	383.9	361.4
	Amortization of deferred policy acquisition costs
		and value of business acquired	127.4	106.5	181.5
Total benefits and expenses			1,260.8	1,213.8	1,250.2
Income before income taxes and cumulative effect of
	change in accounting principle		241.7	215.7	86.1
Income tax expense			42.4	61.1	18.6
Income before cumulative effect of change
	in accounting principle		199.3	154.6	67.5
Cumulative effect of change in accounting principle,
	net of tax		-	-	(2,412.1)
Net income (loss)			$               199.3	$               154.6	$          (2,344.6)

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

C-3

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

Consolidated Balance Sheets

(In millions, except share data)

				December 31,
				2004	2003
Assets:
	Investments:
		Fixed maturities, available-for-sale, at fair value
			(amortized cost of $16,684.7 at 2004 and $15,455.0 at 2003)	$          17,151.3	$          16,049.7
		Equity securities, available-for-sale, at fair value
			(cost of $153.9 at 2004 and $146.5 at 2003)	162.6	161.9
		Mortgage loans on real estate		1,090.2	754.5
		Policy loans		262.7	270.3
		Other investments		57.0	53.6
		Securities pledged (amortized cost of $1,258.8 at 2004 and $1,624.4 at 2003)		1,274.3	1,644.8
	Total investments			19,998.1	18,934.8
	Cash and cash equivalents			187.3	57.8
	Short-term investments under securities loan agreement			219.5	123.9
	Accrued investment income			181.7	169.6
	Notes receivable from affiliate			175.0	-
	Reinsurance recoverable			2,902.7	2,953.2
	Deferred policy acquisition costs			414.5	307.9
	Value of business acquired			1,365.2	1,415.4
	Due from affiliates			25.9	41.5
	Other assets			59.6	206.2
	Assets held in separate accounts			33,310.5	33,014.7
Total assets				$          58,840.0	$          57,225.0

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

C-4

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

Consolidated Balance Sheets

(In millions, except share data)

			December 31,
			2004	2003
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves			$          20,886.4	$          19,276.6
Due to affiliates			49.4	92.4
Payables for securities purchased			25.1	5.4
Payables under securities loan agreement			219.5	123.9
Borrowed money			1,057.4	1,519.3
Current income taxes			82.6	85.6
Deferred income taxes			209.3	184.7
Other liabilities			275.6	276.5
Liabilities related to separate accounts			33,310.5	33,014.7
Total liabilities			56,115.8	54,579.1
Shareholder's equity:
	Common stock (100,000 shares authorized; 55,000
		shares issued and outstanding, $50.0 per share value)	2.8	2.8
	Additional paid-in capital		4,576.5	4,646.5
	Accumulated other comprehensive income		67.1	116.0
	Retained earnings (deficit)		(1,922.2)	(2,119.4)
Total shareholder's equity			2,724.2	2,645.9
Total liabilities and shareholder's equity			$          58,840.0	$          57,225.0

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

C-5

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

Consolidated Statements of Changes in Shareholder's Equity

(In millions)

								Accumulated
							Additional	Other	Retained	Total
						Common	Paid-In	Comprehensive	Earnings	Shareholder's
						Stock	Capital	Income	(Deficit)	Equity
Balance at December 31, 2001						$              2.8	$       4,292.4	$                 55.8	$          103.3	$        4,454.3
	Comprehensive loss:
		Net loss				-	-	-	(2,344.6)	(2,344.6)
		Other comprehensive income,
			net of tax:
				Net unrealized gain on
					securities ($94.9 pretax)	-	-	61.7	-	61.7
	Comprehensive loss									(2,282.9)
	Distribution of IA Holdco					-	(27.4)	-	(32.7)	(60.1)
	Capital contributions					-	164.3	-	-	164.3
	SERP - transfer					-	(15.1)	-	-	(15.1)
	Other changes					-	2.3	-	-	2.3
Balance at December 31, 2002						2.8	4,416.5	117.5	(2,274.0)	2,262.8
	Comprehensive income:
		Net income				-	-	-	154.6	154.6
		Other comprehensive loss,
			net of tax:
				Net unrealized loss on
					securities (($2.4) pretax)	-	-	(1.5)	-	(1.5)
	Comprehensive income									153.1
	Capital contributions					-	230.0	-	-	230.0
Balance at December 31, 2003						2.8	4,646.5	116.0	(2,119.4)	2,645.9
	Comprehensive income:
		Net income				-	-	-	199.3	199.3
		Other comprehensive loss,
			net of tax:
				Net unrealized loss on
					securities (($49.5) pretax)	-	-	(32.2)	-	(32.2)
				Minimum pension liability		-	-	(16.7)	-	(16.7)
	Comprehensive income					-	-	-	-	150.4
	Dividends paid					-	(70.0)	-	-	(70.0)
	Other					-	-	-	(2.1)	(2.1)
Balance at December 31, 2004						$              2.8	$       4,576.5	$                 67.1	$     (1,922.2)	$        2,724.2

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

C-6

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

Consolidated Statements of Cash Flows

(In millions)

					Year ended December 31,
						2003	2002
					2004	(Restated)	(Restated)
Cash Flows from Operating Activities:
	Net income (loss)				$               199.3	$               154.6	$          (2,344.6)
	Adjustments to reconcile net income (loss) to net cash
		provided by operating activities:
			Capitalization of deferred policy acquisition costs		(168.0)	(159.7)	(127.6)
			Amortization of deferred policy acquisition costs and
				value of business acquired	134.3	106.5	158.5
			Net accretion/decretion of discount/premium		155.9	198.9	115.5
			Future policy benefits, claims reserves,
				and interest credited	620.4	705.9	953.7
			Impairment of goodwill		-	-	2,412.1
			Provision for deferred income taxes		41.0	22.1	23.6
			Net realized capital (gains) losses		(25.1)	(64.5)	101.0
			Depreciation		12.4	23.3	20.9
			Change in:
				Accrued investment income	(2.3)	1.3	(10.0)
				Reinsurance recoverable	50.5	33.3	172.7
				Accounts receivable and assets accruals	18.2	(25.2)	(5.8)
				Due to/from affiliates	(32.8)	47.4	8.1
				Other payables and accruals	17.9	14.4	(82.8)
Net cash provided by operating activities					1,021.7	1,058.3	1,395.3
Cash Flows from Investing Activities:
	Proceeds from the sale, maturity, or redemption of:
		Fixed maturities, available-for-sale			26,791.8	29,977.9	26,315.3
		Equity securities, available-for-sale			85.7	130.2	57.2
		Mortgage loans on real estate			71.0	16.3	2.0
	Acquisition of:
		Fixed maturities, available-for-sale			(26,809.0)	(31,951.6)	(28,272.8)
		Equity securities, available-for-sale			(81.6)	(34.8)	(81.8)
		Mortgage loans on real estate			(406.7)	(194.2)	(343.7)
	Increase in policy loans				7.6	26.0	32.7
	Purchases/sales of property and equipment, net				(11.7)	(5.2)	(5.8)
	Change in other investments				(15.3)	(8.1)	(22.4)
	Loans to affiliates				(175.0)	-	-
Net cash used in investing activities					(543.2)	(2,043.5)	(2,319.3)

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

C-7

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

Consolidated Statements of Cash Flows

(In millions)

		Year ended December 31,
			2003	2002
		2004	(Restated)	(Restated)
Cash Flows from Financing Activities:
	Deposits for investment contracts	$            2,089.9	$            2,296.6	$            1,349.1
	Maturities and withdrawals from investment contracts	(1,910.4)	(1,745.5)	(741.4)
	Short-term borrowings, net	(458.5)	196.5	299.7
	Dividends paid to Parent	(70.0)	-	-
	Capital contributions	-	230.0	-
Net cash provided by (used in) financing activities		(349.0)	977.6	907.4
Net increase (decrease) in cash and cash equivalents		129.5	(7.6)	(16.6)
Cash and cash equivalents, beginning of year		57.8	65.4	82.0
Cash and cash equivalents, end of year		$               187.3	$                 57.8	$                 65.4
Supplemental cash flow information:
	Income taxes paid, net	$                   3.2	$                 29.8	$                   6.7
	Interest paid	$                 22.8	$                 32.6	$                 20.6

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

C-8

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)

1. Organization and Significant Accounting Policies

Basis of Presentation

ING Life Insurance and Annuity Company ("ILIAC"), a stock life insurance company domiciled in the state of Connecticut, and its wholly-owned subsidiaries (collectively, the "Company") are providers of financial products and services in the United States. These consolidated financial statements include ILIAC and its wholly-owned subsidiaries, ING Insurance Company of America ("IICA"), ING Financial Advisers, LLC ("IFA") and, through February 28, 2002, ING Investment Adviser Holding, Inc. ("IA Holdco"). Until March 30, 2003, ILIAC was a wholly-owned subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which was a wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI"). Until March 30, 2003, IRSI was a wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion"), which in turn was ultimately owned by ING Groep N.V. ("ING"). On March 30, 2003, a series of mergers occurred in the following order: IRSI merged into Lion and HOLDCO merged into Lion. As a result, ILIAC is now a direct, wholly-owned subsidiary of Lion, which in turn is an indirect, wholly-owned subsidiary of ING. ING is a global financial services company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol "ING."

Description of Business

The Company offers qualified and nonqualified annuity contracts that include a variety of funding and payout options for individuals and employer-sponsored retirement plans qualified under Internal Revenue Code Sections 401, 403, 408 and 457, as well as nonqualified deferred compensation plans. The Company's products are offered primarily to individuals, pension plans, small businesses and employer-sponsored groups in the health care, government, education (collectively "not-for-profit" organizations), and corporate markets. The Company's products generally are distributed through pension professionals, independent agents and brokers, third party administrators, banks, dedicated career agents, and financial planners.

Annuity contracts may be deferred or immediate (payout annuities). These products also include programs offered to qualified plans and nonqualified deferred compensation plans that package administrative and record-keeping services along with a variety of investment options, including affiliated and nonaffiliated mutual funds, and variable and fixed investment options. In addition, the Company offers wrapper agreements entered into with retirement plans which contain certain benefit responsive guarantees (i.e. liquidity guarantees of principal and previously accrued interest for benefits paid under the terms of the plan) with respect to portfolios of plan-owned assets not invested with the Company. The Company also offers investment advisory services and pension plan administrative services.

C-9

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

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 lines in the Consolidated Statements of Operations. In addition, the SOP requires that additional liabilities be established for certain guaranteed death and other benefits and for products with certain patterns of cost of insurance charges. In addition, sales inducements provided to contractowners must be recognized on the Consolidated Balance Sheets 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 ("DAC").

The Company evaluated all requirements of SOP 03-1 which resulted in the consolidation of the Separate Account supporting the guarantee option into the General Account. Requirements to establish additional liabilities for minimum guarantee benefits are applicable to the Company; however, the Company's policies on contract liabilities have historically been, and continue to be, in conformity with the newly established requirements. 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 had no significant effect on the Company's financial position, results of operations, or cash flows.

In the fourth quarter of 2004, the Company implemented Technical Practice Aid 6300.05 - 6300.08, "Q&As Related to the Implementation of SOP 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts" (the "TPA").

The TPA, which was approved in September 2004, 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 surrounding the allowed level of aggregation of additional liabilities determined under SOP 03-1. The adoption of the TPA did not have an impact on the Company's financial position, results of operations, or cash flows.

C-10

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

The implementation of SOP 03-1 also raised questions regarding the interpretation of the requirements of Statement of Financial Accounting Standards ("FAS") No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments," 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 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 which 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 final 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 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 the EITF Issue No. 03-1 original effective date of July 1, 2004 related to 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 are included in the Investments footnote.

C-11

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Accounting for Derivative Instruments and Hedging Activities

The Derivative Implementation Group ("DIG"), responsible for issuing guidance on behalf of the FASB for implementation of FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," issued Statement No. 133 Implementation Issue No. B36, "Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That Are Unrelated or Only Partially Related to the Credit Worthiness of the Obligor under Those Instruments" ("DIG B36"). Under this interpretation, modified coinsurance and coinsurance with funds withheld reinsurance agreements as well as other types of receivables and payables where interest is determined by reference to a pool of fixed maturity assets or a total return debt index may be determined to contain embedded derivatives that are required to be bifurcated from the host instrument. The required date of adoption of DIG B36 for the Company was October 1, 2003. The adoption did not have an impact on the Company's financial position, results of operations, or cash flows.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). In December 2003, the FASB modified FIN 46 to make certain technical revisions and address certain implementation issues that had arisen. FIN 46 provides a new framework for identifying variable interest entities ("VIEs") and determining when a company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements.

In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

FIN 46 requires a VIE to be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE's activities, is entitled to receive a majority of the VIE's residual returns (if no party absorbs a majority of the VIE's losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE's assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. FIN 46 also requires

C-12

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

disclosures about VIEs that the variable interest holder is required to consolidate and those VIEs it is not required to consolidate but in which it has a significant variable interest.

The Company holds investments in VIEs in the form of private placement securities, structured securities, securitization transactions, and limited partnerships with an aggregate fair value of $8,489.3 as of December 31, 2004. These VIEs are held by the Company for investment purposes. Consolidation of these investments in the Company's financial statements is not required as the Company is not the primary beneficiary for any of these VIEs. Book value as of December 31, 2004 of $8,396.1 represents the maximum exposure to loss except for those structures for which the Company also receives asset management fees.

Guarantees

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), to clarify accounting and disclosure requirements relating to a guarantor's issuance of certain types of guarantees, or groups of similar guarantees, even if the likelihood of the guarantor's having to make any payments under the guarantee is remote. The disclosure provisions are effective for financial statements for fiscal years ended after December 15, 2002. For certain guarantees, the interpretation also requires that guarantors recognize a liability equal to the fair value of the guarantee upon its issuance. This initial recognition and measurement provision is to be applied only on a prospective basis to guarantees issued or modified after December 31, 2002. The Company has performed an assessment of its guarantees and believes that all of its guarantees are excluded from the scope of this interpretation.

Goodwill Impairment

During 2002, the Company adopted FAS No. 142, "Goodwill and Other Intangible Assets." The adoption of this standard resulted in the recognition of an impairment loss of $2,412.1, net of taxes of $1,298.8, related to prior acquisitions, recorded retroactive to the first quarter of 2002. Prior quarters of 2002 were restated accordingly. This impairment loss represented the entire carrying amount of goodwill, net of accumulated amortization. This impairment charge is shown as a change in accounting principle on the December 31, 2002 Consolidated Statement of Operations.

New Accounting Pronouncements

In December 2004, the FASB issued FAS No. 123 (revised 2004), "Share-Based Payment" ("FAS 123R"), which requires all share-based payments be recognized in the

C-13

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

financial statements based upon the fair value. FAS 123R is effective at the beginning of the first interim or annual period beginning after June 15, 2005. Earlier adoption is encouraged. FAS 123R provides two transition methods, modified-prospective and modified-retrospective.

The modified-prospective method recognizes the grant-date fair value of compensation for new and unvested awards beginning in the fiscal period in which the recognition provisions are first applied. Prior periods are not restated. The modified-retrospective method, entities are allowed to restate prior periods by recognizing the compensation cost in the amount previously reported in the pro forma footnote disclosures as required under FAS No. 123, "Accounting for Stock-Based Compensation."

The Company intends to early adopt the provisions of FAS 123R on January 1, 2005 using the modified-prospective method. The adoption of FAS 123R is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Prior to January 2005, the Company applied the intrinsic value-based provisions set forth in APB Opinion No. 25, "Accounting for Stock Issued to Employees". Under the intrinsic value method, compensation expense is determined on the measurement date, which is the first date on which both the number of shares the employee is entitled to receive and the exercise price are known. Compensation expense, if any, is measured based on the award's intrinsic value, which is the excess of the market price of the stock over the exercise price on the measurement date.

Use of Estimates

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

Reclassifications

Certain reclassifications have been made to prior years financial information to conform to the current year presentation, including a reclassification in the amount of $9.2, net of tax, from retained earnings to accumulated other comprehensive income as of December 31, 2001 (see footnote 14).

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments and other debt issues with a maturity of 90 days or less when purchased.

C-14

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Investments

All of the Company's fixed maturity and equity securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized gains and losses on these securities are included directly in shareholder's equity, after adjustment for related changes in deferred policy acquisition costs ("DAC"), value of business acquired ("VOBA"), and deferred income taxes.

Other-Than-Temporary Impairments

The Company analyzes the General Account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis in accordance with FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Management considers the length of time and the extent to which fair value has been less than amortized cost; the financial condition and near-term prospects of the issuer; future economic conditions and market forecasts; and the Company's intent and ability to retain the investment in the issuer for a period of time sufficient to allow for recovery in fair value. If it is probable that all amounts due according to the contractual terms of a debt security will not be collected, an other-than-temporary impairment is considered to have occurred.

In addition, the Company invests in structured securities that meet the criteria of EITF Issue No. 99-20 "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." Under Issue No. EITF 99-20, a determination of the required impairment is based on credit risk and the possibility of significant prepayment risk that restricts the Company's ability to recover the investment. An impairment is recognized if the fair value of the security is less than amortized cost and there has been an adverse change in cash flow since the last remeasurement date.

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

Experience-Rated Products

Included in available-for-sale securities are investments that support experience-rated products. Experience-rated products are products where the customer, not the Company, assumes investment (including realized capital gains and losses) and other risks, subject to, among other things, minimum principal and interest guarantees. Unamortized realized gains and losses on the sale of and unrealized capital gains and losses on investments supporting these products are included in future policy benefits and claims reserves on the Consolidated Balance Sheets. Realized capital gains and losses on all other investments are reflected in the Consolidated Statements of Operations. Unrealized

C-15

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

capital gains and losses on all other investments are reflected in shareholder's equity, net of related income taxes.

Purchases and Sales

Purchases and sales of fixed maturities and equity securities (excluding private placements) are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date.

Valuation

Fair values for fixed maturities are obtained from independent pricing services or broker/dealer quotations. Fair values for privately placed bonds are determined using a matrix-based model. The matrix-based model considers the level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. The fair values for actively traded equity securities are based on quoted market prices. For equity securities not actively traded, estimated fair values are based upon values of issues of comparable yield and quality or conversion value where applicable.

Mortgage loans on real estate are reported at amortized cost less impairment writedowns. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to the present value of expected cash flows from the loan, discounted at the loan's effective interest rate, or to the loan's observable market price, or the fair value of the collateral. If the loan is in foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell. The carrying value of the impaired loans is reduced by establishing a permanent writedown charged to realized loss.

Policy loans are carried at unpaid principal balances.

Short-term investments, consisting primarily of money market instruments and other fixed maturities issues purchased with an original maturity of 91 days to one year, are considered available-for-sale and are carried at fair value, which approximates amortized cost.

Securities Lending

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by

C-16

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

the lending agent according to the Company's guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates.

Repurchase Agreements

The Company engages in dollar repurchase agreements ("dollar rolls") and repurchase agreements to increase the return on investments and improve liquidity. These transactions involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. Company policies require a minimum of 95% of the fair value of securities pledged under dollar rolls and repurchase agreement transactions to be maintained as collateral. Cash collateral received is invested in fixed maturities and the offsetting collateral liability is included in borrowed money on the Consolidated Balance Sheets.

Derivatives

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

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

Deferred Policy Acquisition Costs and Value of Business Acquired

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

C-17

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

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

The amortization methodology used for DAC and VOBA varies by product type. FAS No. 60, "Accounting and Reporting by Insurance Enterprises," applies to traditional life insurance products, primarily whole life and term life insurance contracts. Under FAS No. 60, DAC and VOBA are amortized over the premium payment period, in proportion to the premium revenue recognized.

FAS No. 97 applies to universal life and investment-type products, such as fixed and variable deferred annuities. Under FAS No. 97, DAC and VOBA are amortized, with interest, over the life of the related contracts (usually 25 years) in relation to the present value of estimated future gross profits from investment, mortality, and expense margins; asset-based fees, policy administration, and surrender charges; less policy maintenance fees and non-capitalized commissions, as well as realized gains and losses on investments.

Changes in assumptions can have a significant impact on DAC and VOBA balances and amortization rates. Several assumptions are considered significant in the estimation of future gross profits associated with variable deferred annuity products. One of the most significant assumptions involved in the estimation of future gross profits is the assumed return associated with the variable account performance. To reflect the volatility in the equity markets, this assumption involves a combination of near-term expectations and long-term assumptions regarding market performance. The overall return on the variable account is dependent on multiple factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds, as well as equity sector weightings. Other significant assumptions include surrender and lapse rates, estimated interest spread, and estimated mortality.

Due to the relative size and sensitivity to minor changes in underlying assumptions of DAC and VOBA balances, the Company performs a quarterly and annual analysis of DAC and VOBA for the annuity and life businesses, respectively. The DAC and VOBA balances are evaluated for recoverability and are reduced to the extent that estimated future gross profits are inadequate to recover the asset.

At each evaluation date, actual historical gross profits are reflected, and estimated future gross profits and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated profit requires that the amortization rate be revised ("unlocking"), retroactively to the date of the policy or contract issuance. The cumulative prior period adjustment is recognized as a component of current period

C-18

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

amortization. In general, increases in investment, mortality, and expense margins, and thus estimated future profits, lower the rate of amortization. However, decreases in investment, mortality, and expense margins, and thus estimated future profits, increase the rate of amortization.

Reserves

The Company establishes and carries actuarially determined reserve liabilities which are calculated to meet its future obligations. Changes in or deviations from the assumptions used can significantly affect the Company's reserve levels and related future operations.

Reserves for deferred annuity investment contracts and immediate annuities without life contingent benefits are equal to cumulative deposits less charges and withdrawals plus credited interest thereon (rates range from 1.5% to 11.9% for all years presented) net of adjustments for investment experience that the Company is entitled to reflect in future credited interest. These reserves also include unrealized gains/losses related to investments and unamortized realized gains/losses on investments for experience-rated contracts. Reserves on experience-rated contracts reflect the rights of contractholders, plan participants, and the Company.

Reserves for immediate annuities with life contingent benefits are computed on the basis of assumed interest discount rates, mortality, and expenses, including a margin for adverse deviations. Such assumptions generally vary by plan, year of issue and policy duration. Reserve interest rates range from 4.9% to 9.5% for all years presented.

Because the sale of the domestic individual life insurance business on October 1, 1998 was substantially in the form of an indemnity reinsurance agreement, the Company includes an amount in reinsurance recoverable on the Consolidated Balance Sheet, which approximates the Company's total individual life reserves. See Note 11 to the Consolidated Balance Sheets.

Unpaid claims and claim expenses for all lines of insurance include benefits for reported losses and estimates of benefits for losses incurred but not reported.

C-19

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Sales Inducements

Sales inducements represent benefits paid to contractowners 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 and included in Other Assets on the Consolidated Balance Sheet in accordance with SOP 03-1. Prior to 2004, sales inducements were recorded as a component of DAC on the Consolidated Balance Sheet. Beginning in 2004, sales inducements are amortized as a component of interest credited and other benefits to contractowners using methodologies and assumptions consistent with those used for amortization of DAC.

Revenue Recognition

For most annuity contracts, fee income for the cost of insurance, surrenders, expenses, and other fees are recorded as revenue as charges are assessed against contractowners. Other amounts received for these contracts are reflected as deposits and are not recorded as premiums or revenue. Related policy benefits are recorded in relation to the associated premiums or gross profit so that profits are recognized over the expected lives of the contracts. When annuity payments with life contingencies begin under contracts that were initially investment contracts, the accumulated balance in the account is treated as a single premium for the purchase of an annuity and reflected as an offsetting amount in both premiums and current and future benefits on the Consolidated Statements of Operations. Premiums on the Consolidated Statements of Operations primarily represent amounts received for immediate annuities with life contingencies.

Separate Accounts

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

Separate Account assets supporting variable options under annuity contracts are invested, as designated by the contractowner 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 its affiliates, or other selected mutual funds not managed by the Company or its affiliates.

Separate Account assets and liabilities are carried at fair value and shown as separate captions in the Consolidated Balance Sheets. Deposits, investment income and net

C-20

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

realized and unrealized capital gains and losses of the Separate Accounts are not reflected in the Consolidated Financial Statements (with the exception of realized and unrealized capital gains and losses on the assets supporting the guaranteed interest option). The 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 presentation in the separate caption in the Consolidated Balance Sheets (primarily guaranteed interest options), and revenue and expenses related to such arrangements, are consolidated in the financial statements with the general account. At December 31, 2004 and 2003, unrealized gains of $7.3 and $55.7, respectively, on assets supporting a guaranteed interest option are reflected in shareholder's equity.

Reinsurance

The Company utilizes indemnity reinsurance agreements to reduce its exposure to large losses in all aspects of its insurance business. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the Company as direct insurer of the risks reinsured. The Company evaluates the financial strength of potential reinsurers and continually monitors the financial condition of reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Consolidated Balance Sheets. Of the reinsurance recoverable on the Consolidated Balance Sheets, $2.9 billion and $3.0 billion at December 31, 2004 and 2003, respectively, is related to the reinsurance recoverable from Lincoln National Corporation ("Lincoln") arising from the sale of the Company's domestic life insurance business in 1998 (See Note 11).

Income Taxes

The Company is taxed at regular corporate rates after adjusting income reported for financial statement purposes for certain items. Deferred income tax expenses/benefits result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

C-21

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Investments

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

			Gross	Gross
		Amortized	Unrealized	Unrealized	Fair
		Cost	Gains	Losses	Value
Fixed maturities:
U.S. government and government
	agencies and authorities	$          197.3	$              0.9	$              0.9	$          197.3
States, municipalities and political
	subdivisions	32.1	0.2	0.9	31.4
U.S. corporate securities:
	Public utilities	1,207.6	50.0	5.0	1,252.6
	Other corporate securities	5,846.5	275.0	25.4	6,096.1
Total U.S. corporate securities		7,054.1	325.0	30.4	7,348.7
Foreign securities:
	Government	660.2	33.9	3.1	691.0
	Other	1,656.4	78.4	6.1	1,728.7
Total foreign securities		2,316.6	112.3	9.2	2,419.7
Residential mortgage-backed securities		5,497.6	65.6	58.2	5,505.0
Commercial mortgage-backed securities		1,491.2	73.2	4.4	1,560.0
Other asset-backed securities		1,354.6	22.6	13.7	1,363.5
Total fixed maturities, including
	fixed maturities pledged	17,943.5	599.8	117.7	18,425.6
Less: fixed maturities pledged to creditors		1,258.8	18.0	2.5	1,274.3
Fixed maturities		16,684.7	581.8	115.2	17,151.3
Equity securities		153.9	9.2	0.5	162.6
Total investments available-for-sale		$     16,838.6	$          591.0	$          115.7	$     17,313.9

C-22

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Fixed maturities and equity securities available-for-sale as of December 31, 2003, were as follows:

			Gross	Gross
		Amortized	Unrealized	Unrealized	Fair
		Cost	Gains	Losses	Value
Fixed maturities:
U.S. government and government
	agencies and authorities	$          350.0	$              1.7	$              0.3	$          351.4
States, municipalities and political
	subdivisions	2.1	0.1	-	2.2
U.S. corporate securities:
	Public utilities	970.7	48.9	11.4	1,008.2
	Other corporate securities	5,568.1	327.9	29.1	5,866.9
Total U.S. corporate securities		6,538.8	376.8	40.5	6,875.1
Foreign securities:
	Government	605.2	33.7	2.8	636.1
	Other	1,364.7	74.5	11.0	1,428.2
Total foreign securities		1,969.9	108.2	13.8	2,064.3
Residential mortgage-backed securities		5,903.7	91.8	35.1	5,960.4
Commercial mortgage-backed securities		1,278.5	105.0	3.3	1,380.2
Other asset-backed securities		1,036.4	34.0	9.5	1,060.9
Total fixed maturities, including
	fixed maturities pledged to creditors	17,079.4	717.6	102.5	17,694.5
Less: fixed maturities pledged to creditors		1,624.4	23.8	3.4	1,644.8
Fixed maturities		15,455.0	693.8	99.1	16,049.7
Equity securities		146.5	15.5	0.1	161.9
Total investments available-for-sale		$     15,601.5	$          709.3	$            99.2	$     16,211.6

At December 31, 2004 and 2003, net unrealized appreciation of $490.8 and $630.5, respectively, on total fixed maturities, including fixed maturities pledged to creditors, and equity securities, included $357.5 and $491.5, respectively, related to experience-rated contracts, which were not reflected in shareholder's equity but in future policy benefits and claim reserves.

C-23

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

The aggregate unrealized losses and related fair values of investments with unrealized losses as of December 31, 2004, are shown below by duration:

		Unrealized	Fair
		Loss	Value
Duration category:
	Less than six months below amortized cost	$                 37.7	$            3,319.0
	More than six months and less than twelve months below cost	34.9	1,795.0
	More than twelve months below amortized cost	45.6	960.5
Total investments available-for-sale		$               118.2	$            6,074.5

Of the unrealized losses, less than 6 months in duration of $37.7, there were $9.5 in unrealized losses that are primarily related to interest rate movement or spread widening for other than credit-related reasons. The remaining unrealized losses of $28.2, as of December 31, 2004, related to securities reviewed for impairment under the guidance proscribed by EITF Issue No. 99-20. This category includes U.S. government-backed securities, principal protected securities, and structured securities which did not have an adverse change in cash flows for which the carrying amount was $1,746.2.

Of the unrealized losses, more than 6 months and less than 12 months in duration, of $34.9, there were $16.4 in unrealized losses that are primarily related to interest rate movement or spread widening for other than credit-related reasons. The remaining unrealized losses of $18.5, as of December 31, 2004, related to securities reviewed for impairment under the guidance proscribed by EITF Issue No. 99-20. This category includes U.S. government-backed securities, principal protected securities, and structured securities which did not have an adverse change in cash flows for which the carrying amount was $829.2.

An analysis of the unrealized losses, more than 12 months in duration, of $45.6 follows. There were $15.9 in unrealized losses that are primarily related to interest rate movement or spread widening for other than credit-related reasons. The remaining unrealized losses of $29.7, as of December 31, 2004, related to securities reviewed for impairment under the guidance proscribed by EITF Issue No. 99-20. This category includes U.S. government-backed securities, principal protected securities, and structured securities which did not have an adverse change in cash flows for which the carrying amount was $505.6.

C-24

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

The amortized cost and fair value of total fixed maturities for the year ended December 31, 2004 are shown below by contractual maturity. Actual maturities may differ from contractual maturities because securities may be restructured, called, or prepaid.

		Amortized	Fair
		Cost	Value
Due to mature:
	One year or less	$            395.8	$            400.0
	After one year through five years	3,650.0	3,727.4
	After five years through ten years	3,128.8	3,256.4
	After ten years	2,425.5	2,613.3
	Mortgage-backed securities	6,988.8	7,065.0
	Other asset-backed securities	1,354.6	1,363.5
Less: fixed maturities pledged to creditors		1,258.8	1,274.3
Fixed maturities		$       16,684.7	$       17,151.3

At December 31, 2004 and 2003, fixed maturities with carrying values of $10.9 and $11.2, respectively, were on deposit as required by regulatory authorities.

The Company did not have any investments in a single issuer, other than obligations of the U.S. government, with a carrying value in excess of 10% of the Company's shareholder's equity at December 31, 2004 or 2003.

The Company has various categories of CMOs that are subject to different degrees of risk from changes in interest rates and, for CMOs that are not agency-backed, defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to dramatic decreases and increases in interest rates resulting in the repayment of principal from the underlying mortgages either earlier or later than originally anticipated. At December 31, 2004 and 2003, approximately 4.1% and 2.8%, respectively, of the Company's CMO holdings were invested in types of CMOs which are subject to more prepayment and extension risk than traditional CMOs (such as interest-only or principal-only strips).

The Company enters into dollar repurchase agreements ("dollar rolls") and repurchase agreements to increase its return on investments and improve liquidity. At December 31, 2004 and 2003, the carrying value of the securities pledged in dollar rolls and repurchase agreements was $1,274.3 and $1,644.8, respectively. The carrying value of the securities pledged in dollar rolls and repurchase agreements is included in pledged securities on the Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements totaled $1,057.4 and $1,519.3 at December 31, 2004 and 2003, respectively. The repurchase obligation related to dollar rolls and repurchase agreements is included in borrowed money on the Consolidated Balance Sheets.

C-25

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Impairments

The following table identifies the Company's other-than-temporary impairments by type as of December 31:

	2004		2003		2002
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. Corporate	$              -	-	$            6.2	4	$            0.1	2
Residential mortgage-backed	13.5	53	88.2	83	40.0	33
Limited partnership	-	-	2.0	1
Equities	-	-	-	2	0.1	2
Total	$          13.5	53	$          96.4	90	$          40.2	37

The remaining fair value of the fixed maturities with other-than-temporary impairments at December 31, 2004 and 2003 is $125.0 and $123.1, respectively.

Net Investment Income

Sources of net investment income were as follows:

	Year ended December 31,
	2004	2003	2002
Fixed maturities	$               980.5	$               946.2	$               964.1
Preferred stock	-	9.9	3.9
Mortgage loans on real estate	56.0	42.7	23.3
Policy loans	8.1	9.0	8.7
Cash equivalents	2.4	1.7	1.7
Other	(2.1)	(1.0)	23.4
Gross investment income	1,044.9	1,008.5	1,025.1
Less: investment expenses	61.8	89.4	65.6
Net investment income	$               983.1	$               919.1	$               959.5

C-26

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Net Realized Capital Gains and Losses

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

	Year ended December 31,
	2004	2003	2002
Fixed maturities	$                 24.7	$                 63.9	$               (97.5)
Equity securities	0.5	0.6	(3.5)
Pretax net realized capital gains (losses)	$                 25.2	$                 64.5	$             (101.0)
After-tax net realized capital gains (losses)	$                 16.4	$                 41.9	$                 65.7

Net realized capital gains allocated to experience-rated contracts of $42.0, $43.9, and $63.6 for the years ended December 31, 2004, 2003 and 2002, respectively, were deducted from net realized capital gains and an offsetting amount was reflected in future policy benefits and claim reserves on the Consolidated Balance Sheets. Net unamortized realized gains (losses) allocated to experienced-rated contractholders were $233.4, $213.7, and $199.3 at December 31, 2004, 2003 and 2002, respectively.

Proceeds from the sale of fixed maturities and equity securities and the related gross gains and losses, excluding those related to experience-related contractholders, were as follows:

	Year ended December 31,
	2004	2003	2002
Proceeds on sales	$          10,236.3	$          12,812.5	$          13,265.2
Gross gains	146.9	291.9	276.7
Gross losses	70.9	228.0	374.2

C-27

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Changes in shareholder's equity related to changes in accumulated other comprehensive income (net unrealized capital gains and losses on securities, including securities pledged excluding those related to experience-rated contractholders) were as follows:

		Year ended December 31,
		2004	2003	2002
Fixed maturities		$                 16.1	$               (54.3)	$               104.8
Equity securities		(5.7)	17.9	(1.6)
Sales inducements		(0.1)	-	-
Other		(59.8)	34.0	(8.3)
Subtotal		(49.5)	(2.4)	94.9
Less: (Increase) decrease in deferred income taxes		(17.3)	(0.9)	33.2
Net increase (decrease) in accumulated other
	comprehensive (loss) income	$               (32.2)	$                 (1.5)	$                 61.7

2. Financial Instruments

Estimated Fair Value

The following disclosures are made in accordance with the requirements of FAS No. 107, "Disclosures about Fair Value of Financial Instruments." FAS No. 107 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates, in many cases, could not be realized in immediate settlement of the instrument.

FAS No. 107 excludes certain financial instruments, including insurance contracts, and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments:

Fixed maturities: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices. The fair values for marketable bonds without an active market are obtained through several commercial pricing services which provide the estimated fair values. Fair values of privately placed bonds are determined using a matrix-based pricing model. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the

C-28

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company's evaluation of the borrower's ability to compete in their relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

Equity securities: Fair values of these securities are based upon quoted market price.

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated using discounted cash flow analyses and rates currently being offered in the marketplace for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations.

Cash and cash equivalents, short-term investments and policy loans: The carrying amounts for these assets approximate the assets' fair values.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the individual securities in the separate accounts.

Investment contract liabilities (included in future policy benefits and claim reserves):

With a fixed maturity: Fair value is estimated by discounting cash flows at interest rates currently being offered by, or available to, the Company for similar contracts.

Without a fixed maturity: Fair value is estimated as the amount payable to the contractowners upon demand. However, the Company has the right under such contracts to delay payment of withdrawals which may ultimately result in paying an amount different than that determined to be payable on demand.

Liabilities related to separate accounts: The carrying amounts for these liabilities approximate their fair value.

C-29

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

The carrying values and estimated fair values of certain of the Company's financial instruments at December 31, 2004 and 2003 were as follows:

			2004		2003
			Carrying	Fair	Carrying	Fair
			Value	Value	Value	Value
Assets:
	Fixed maturity securities, including
		securities pledged	$    18,425.6	$    18,425.6	$    17,694.5	$    17,694.5
	Equity securities		162.6	162.6	161.9	161.9
	Mortgage loans on real estate		1,090.2	1,119.8	754.5	798.5
	Policy loans		262.7	262.7	270.3	270.3
	Cash and cash equivalents		187.3	187.3	57.8	57.8
	Assets held in Separate Accounts		33,310.5	33,310.5	33,014.7	33,014.7
Liabilities:
	Investment contract liabilities:
		With a fixed maturity	2,106.0	2,028.2	2,282.9	2,259.4
		Without a fixed maturity	13,884.9	13,845.6	12,936.9	12,892.0
	Liabilities related to Separate Accounts		33,310.5	33,310.5	33,014.7	33,014.7

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company's management of interest rate, price and liquidity risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

Derivative Financial Instruments

Interest Rate Floors

Interest rate floors are used to manage the interest rate risk in the Company's bond portfolio. Interest rate floors are purchased contracts that provide the Company with an annuity in a declining interest rate environment. The Company had no open interest rate floors at December 31, 2004 or 2003.

C-30

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Interest Rate Caps

Interest rate caps are used to manage the interest rate risk in the Company's bond portfolio. Interest rate caps are purchased contracts that provide the Company with an annuity in an increasing interest rate environment. The notional amount, carrying value and estimated fair value of the Company's open interest rate caps as of December 31, 2004 were $527.8, $5.9, and $5.9, respectively. The notional amount, carrying value and estimated fair value of the Company's open interest rate caps as of December 31, 2003 were $739.6, $8.2, and $8.2, respectively.

Interest Rate Swaps

Interest rate swaps are used to manage the interest rate risk in the Company's bond portfolio and well as the Company's liabilities. Interest rate swaps represent contracts that require the exchange of cash flows at regular interim periods, typically monthly or quarterly. The notional amount, carrying value and estimated fair value of the Company's open interest rate swaps as of December 31, 2004 were $1,766.0, $2.1, and $2.1, respectively. The notional amount, carrying value and estimated fair value of the Company's open interest rate swaps as of December 31, 2003 were $950.0, $(14.4), and $(14.4), respectively.

Foreign Exchange Swaps

Foreign exchange swaps are used to reduce the risk of a change in the value, yield, or cash flow with respect to invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows for US dollar cash flows at regular interim periods, typically quarterly or semi-annually. The notional amount, carrying value, and estimated fair value of the Company's open foreign exchange rate swaps as of December 31, 2004 were $126.5, $(28.4), and $(28.4), respectively. The notional amount, carrying value and estimated fair value of the Company's open foreign exchange rate swaps as of December 31, 2003 were $78.1, $(12.8), and $(12.8), respectively.

C-31

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

3. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity for the year-ended December 31, 2004, 2003 and 2002 within VOBA was as follows:

Balance at December 31, 2001	$         1,601.8
Adjustment for unrealized gain (loss)	(21.9)
Additions	25.0
Interest accrued at 7%	86.8
Amortization	(253.3)
Balance at December 31, 2002	1,438.4
Adjustment for unrealized gain (loss)	6.2
Additions	59.1
Interest accrued at 7%	92.2
Amortization	(180.5)
Balance at December 31, 2003	1,415.4
Adjustment for unrealized gain (loss)	7.9
Additions	50.1
Interest accrued at 6%	92.3
Amortization	(200.5)
Balance at December 31, 2004	$         1,365.2

The estimated amount of VOBA to be amortized, net of interest, over the next five years is $112.2, $105.8, $97.4, $92.4, and $90.6 for the years 2005, 2006, 2007, 2008 and 2009, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

During 2004, VOBA amortization increased principally due to higher actual gross profits, as a result of the margins earned on higher fixed and variable assets and fewer other-than-temporary impairments. Also, surrenders increased, which resulted in higher amortization for certain business.

During 2003 the Company reset long-term assumptions for the Separate Account returns from 9.0% to 8.5% (gross before fund management fees and mortality, expense, and other policy charges), reflecting a blended return of equity and other sub-accounts. The 2003 unlocking adjustment was primarily driven by improved market performance compared to expected during 2003. For the year ended December 31, 2003, the Company recorded a deceleration of DAC/VOBA amortization totaling $3.7 before tax, or $2.4, net of $1.3 of federal income tax expense.

C-32

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

As part of the regular analysis of DAC/VOBA, at the end of third quarter of 2002, the Company unlocked its long-term rate of return assumptions. The Company reset long-term return assumptions for the Separate Account returns to 9.0% (gross before fund management fees and mortality, expense, and other policy charges), as of December 31, 2002, reflecting a blended return of equity and other sub-accounts. The unlocking adjustment in 2002 was primarily driven by the sustained downturn in the equity markets and revised expectations for future returns. During 2002, the Company recorded an acceleration of DAC/VOBA amortization totaling $45.6 before tax, or $29.7, net of $15.9 of federal income tax benefit.

4. Dividend Restrictions and Shareholder's Equity

The Company's ability to pay dividends to its parent is subject to the prior approval of insurance regulatory authorities of the State of Connecticut for payment of any dividend, which, when combined with other dividends paid within the preceding 12 months, exceeds the greater of (1) 10% of statutory surplus at prior year end or (2) ILIAC's prior year statutory net gain from operations.

ILIAC paid a cash dividend of $70.0 to Lion in 2004 and did not pay cash dividends to Lion in 2003 or 2002. However, on February 28, 2002, ILIAC contributed 100% of the stock of IA Holdco to HOLDCO in the form of a $60.1 dividend distribution. ILIAC did not receive capital contributions from its parent in 2004 and received $230.0 and $164.3 in capital contributions during 2003 and 2002, respectively.

The Insurance Department of the State of Connecticut (the "Department") recognizes as net income and capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or permitted by the Department, which differ in certain respects from accounting principles generally accepted in the United States. Statutory net income (loss) was $217.2, $67.5, and $148.8 for the years ended December 31, 2004, 2003, and 2002, respectively. Statutory capital and surplus was $1,344.5 and $1,230.7 as of December 31, 2004 and 2003, respectively.

As of December 31, 2004, the Company did not utilize any statutory accounting practices, which are not prescribed by state regulatory authorities that, individually or in the aggregate, materially affect statutory capital and surplus.

5. Additional Insurance Benefits and Minimum Guarantees

Under SOP 03-1, the Company calculates an additional liability ("SOP reserves") for certain guaranteed minimum death benefits ("GMDBs") 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.

C-33

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

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.

As of December 31, 2004, the Separate Account liability subject to SOP 03-1 for guaranteed minimum benefits and the additional liability recognized related to minimum guarantees was $4,396.0 and $0.7, respectively.

The aggregate fair value of equity securities (including mutual funds) supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of December 31, 2004 was $4,396.0.

6. Income Taxes

ILIAC files a consolidated federal income tax return with its subsidiary, IICA. ILIAC has a federal tax allocation agreement with IICA whereby ILIAC charges its subsidiary for federal taxes it would have incurred were it not a member of the consolidated group and credits IICA for losses at the statutory federal tax rate.

Income taxes (benefits) from continuing operations consist of the following:

			Year ended December 31,
			2004	2003	2002
Current tax expense (benefit):
	Federal		$                 (3.8)	$                 37.9	$                 40.4
	State		-	1.1	1.8
		Total current tax expense (benefit)	(3.8)	39.0	42.2
Deferred tax expense (benefit):
	Federal		46.2	22.1	(23.6)
		Total deferred tax expense (benefit)	46.2	22.1	(23.6)
Total income tax expense (benefit)			$                 42.4	$                 61.1	$                 18.6

C-34

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Income taxes were different from the amount computed by applying the federal income tax rate to income from continuing operations before income taxes for the following reasons:

		Year ended December 31,
		2004	2003	2002
Income before income taxes and cumulative
	effect of change in accounting principle	$               241.7	$               215.7	$                 86.1
Tax rate		35%	35%	35%
Income tax at federal statutory rate		84.6	75.5	30.1
Tax effect of:
	State income tax, net of federal benefit	-	0.7	1.2
	Dividends received deduction	(9.6)	(14.0)	(5.3)
	IRS audit settlement	(33.0)
	Transfer of mutual fund shares	-	-	(6.7)
	Other, net	0.4	(1.1)	(0.7)
Income tax expense		$                 42.4	$                 61.1	$                 18.6

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, are presented below:

			2004	2003
Deferred tax assets:
	Insurance reserves		$               286.4	$               263.7
	Unrealized gains allocable to experience-rated contracts		125.1	172.0
	Investments		-	69.7
	Postemployment benefits		60.5	30.2
	Compensation		35.5	56.0
	Other, net		23.4	19.7
		Total gross assets	530.9	611.3
Deferred tax liabilities:
	Value of business acquired		477.8	495.4
	Net unrealized capital gains		161.3	236.4
	Deferred policy acquisition costs		91.3	59.2
	Other, net		9.8	5.0
		Total gross liabilities	740.2	796.0
Net deferred tax liability			$               209.3	$               184.7

Net unrealized capital gains and losses are presented as a component of Other Comprehensive Income in shareholder's equity, net of deferred taxes.

Under prior law, the Company was allowed to defer from taxation a portion of income. The deferred income was accumulated in the Policyholders' Surplus Account and only becomes taxable under certain conditions, which management believes to be remote.

C-35

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Furthermore, the American Jobs Creation Act of 2004 allows certain tax-free distributions from the Policyholders' Surplus Account during 2005 and 2006. Therefore, based on currently available information, no federal income taxes have been provided on the Policyholders' Surplus Account accumulated balance of $17.2 million.

Valuation allowances are provided when it is considered more likely than not that deferred tax assets will not be realized. No valuation allowance has been established at this time, as management believes the above conditions presently do not exist.

The Company establishes reserves for probable proposed adjustments by various taxing authorities. Management believes there are sufficient reserves provided for, or adequate defenses against any such adjustments. The Internal Revenue Service (the "Service") has completed examinations of the federal income tax returns of the Company for all years through the December 13, 2000 short period. The tax benefit associated with the settlement of the most recent audit is included in the 2004 financial statements. The Service has commenced its examination for the tax years ended December 31, 2000 and 2001. Additionally, various state tax audits are in process.

7. Benefit Plans

Defined Benefit Plan

ING North America Insurance Corporation ("ING North America") sponsors the ING Americas Retirement Plan (the "Retirement Plan"), effective as of December 31, 2001. Substantially all employees of ING North America and its subsidiaries and affiliates (excluding certain employees) are eligible to participate, including the Company's employees other than Company agents.

The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation ("PBGC"). As of January 1, 2002, each participant in the Retirement Plan (except for certain specified employees) earns a benefit under a final average compensation formula. Subsequent to December 31, 2001, ING North America is responsible for all Retirement Plan liabilities. The costs allocated to the Company for its employees' participation in the Retirement Plan were $19.0 for 2004, $15.1 for 2003, and $6.4 for 2002, respectively.

Defined Contribution Plan

ING North America sponsors the ING Savings Plan and ESOP (the "Savings Plan"). Substantially all employees of ING North America and its subsidiaries and affiliates (excluding certain employees, including but not limited to Career Agents) are eligible to participate, including the Company's employees other than Company agents. Career

C-36

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Agents are certain, full-time insurance salesmen who have entered into a career agent agreement with the Company and certain other individuals who meet specified eligibility criteria. The Savings Plan is a tax-qualified profit sharing and stock bonus plan, which includes an employee stock ownership plan ("ESOP") component. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax contributions, up to a maximum of 6% of eligible compensation. All matching contributions are subject to a 4-year graded vesting schedule (although certain specified participants are subject to a 5-year graded vesting schedule). All contributions made to the Savings Plan are subject to certain limits imposed by applicable law. Pre-tax charges of operations of the Company for the Savings Plan were $8.0, $7.1 and $7.1 in 2004, 2003, and 2002, respectively.

Other Benefit Plans

The Company also sponsors a tax-qualified profit sharing plan for Career Agents that is intended to satisfy the requirements of Code Section 401(K).

In addition to providing retirement plan benefits, the Company, in conjunction with ING North America, provides certain supplemental retirement benefits to eligible employees; defined benefit pension plans for insurance salesmen who have entered into a career agent agreement and certain other individuals; and health care and life insurance benefits to retired employees and their eligible dependents. The supplemental retirement plan and defined benefit pension plan are non-qualified defined benefit pension plans, which means all benefits are payable from the general assets of the Company. The post-retirement health care plan is contributory, with retiree contribution levels adjusted annually. The defined benefit plan for salesmen was terminated effective January 1, 2002, and all benefit accruals ceased. The life insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage. The benefit charges allocated to the Company related to all of these plans for the years ended December 31, 2004, 2003, and 2002, were not significant.

8. Related Party Transactions

Operating Agreements

ILIAC has certain agreements whereby it incurs expenses with affiliated entities. The agreements are as follows:

• Investment advisory agreement with ING Investment Management LLC ("IIM"), in which IIM provides asset management and accounting services. The Company records a fee, which is paid quarterly, based on the value of the assets under management. For the years ended December 31, 2004, 2003, and 2002, expenses were incurred in the amounts of $58.8, $53.8, and $46.5, respectively.

C-37

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

• Services agreement between the Company and its affiliates effective January 2001, and amended effective January 1, 2002. For the years ended December 31, 2004, 2003, and 2002, net expenses related to the agreement where incurred in the amount of $8.6, $19.2, and $13.4, respectively.
• Expense sharing agreement with ING North America Insurance Corporation, Inc., dated as of January 1, 2001, as amended effective January 1, 2002, for administrative, management, financial, and information technology services. For the years ended December 31, 2004, 2003, and 2002, expenses were incurred in the amounts of $132.9, $136.4, and $126.0, respectively.

Management and service contracts and all cost sharing arrangements with other affiliated companies are allocated in accordance with the Company's expense and cost allocation methods.

Investment Advisory and Other Fees

ILIAC serves as investment advisor to certain variable funds used in Company products (collectively, the "Company Funds"). The Company Funds pay ILIAC, as investment advisor, a daily fee which, on an annual basis, ranged, depending on the Fund, from 0.5% to 1.0% of their average daily net assets. Each of the Company Funds managed by ILIAC are subadvised by investment advisors, in which case ILIAC pays a subadvisory fee to the investment advisors, which may include affiliates. ILIAC is also compensated by the Separate Accounts for bearing mortality and expense risks pertaining to variable life and annuity contracts. Under the insurance and annuity contracts, the Separate Accounts pay ILIAC a daily fee, which, on an annual basis is, depending on the product, up to 3.4% of their average daily net assets. The amount of compensation and fees received from affiliated mutual funds and separate accounts, amounted to $209.2, $201.4 (excludes fees paid to Aeltus Investment Management, Inc., now known as ING Investment Management LLP ("Aeltus")), and $391.8 (includes fees paid to Aeltus through February 28, 2002, when IA Holdco, Aeltus' parent, ceased to be a subsidiary of ILIAC) in 2004, 2003, and 2002, respectively.

Reciprocal Loan Agreement

ILIAC maintains a reciprocal loan agreement with ING AIH, an indirect wholly-owned subsidiary of ING and affiliate to ILIAC, to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Under this agreement, which became effective in June 2001 and expires on April 1, 2011, ILIAC and ING AIH can borrow up to 3% of ILIAC's statutory admitted assets as of the preceding December 31 from one another. Interest on any ILIAC borrowings is charged at the rate of ING AIH's cost of funds for the interest period plus 0.15%. Interest on any ING AIH borrowings is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. Under this agreement, ILIAC incurred interest expense

C-38

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

of $0.2, $0.1, and $0.1, for the years ended December 31, 2004, 2003, and 2002, respectively, and earned interest income of $1.3, $0.9, and $2.1 for the years ended December 31, 2004, 2003, and 2002, respectively. At December 31, 2004 and 2003, respectively, ILIAC had a $25.0 and $41.4 receivable from ING AIH under this agreement.

Notes from Affiliate

On December 29, 2004, ING USA Annuity and Life Insurance Company ("ING USA") issued surplus notes in the aggregate principal amount of $400.0 (the "Notes") scheduled to mature on December 29, 2034, to its affiliates, ILIAC, ReliaStar Life Insurance Company ("ReliaStar Life"), and Security Life of Denver International Limited ("SLDI"), in an offering that was exempt from the registration requirements of the Securities Act of 1933. The Company's $175.0 Notes Receivable from ING USA bears interest at a rate of 6.257% per year. Any payment of principal and/or interest is subject to the prior approval of the Insurance Commissioner of the state of Iowa. Interest is scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing on June 29, 2005.

Tax Sharing Agreements

ILIAC has a federal tax sharing agreement with IICA, whereby ILIAC charges its subsidiary for federal taxes it would have incurred were it not a member of the consolidated group and credits the member for losses at the statutory federal tax rate.

ILIAC has also entered into a state tax sharing agreement with ING AIH and each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which ING AIH and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined, or unitary basis.

Capital Transactions and Dividends

In 2004, ILIAC did not receive any capital contributions. In 2003, ILIAC received $230.0 in cash capital contributions from Lion. In 2002, ILIAC received capital contributions in the form of investments in affiliated mutual funds of $164.3 from HOLDCO.

ILIAC paid a cash dividend of $70.0 to Lion in 2004 and did not pay any cash dividends to Lion in 2003 or 2002. However, on February 28, 2002, ILIAC contributed 100% of the stock of IA Holdco to HOLDCO in the form of a $60.1 dividend distribution.

C-39

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

9. Financing Agreements

The Company maintains a revolving loan agreement with SunTrust Bank, Atlanta (the "Bank"). Under this agreement, which is due on demand, the Company can borrow up to $125.0 from the Bank. Interest on any borrowing accrues at an annual rate equal to (1) the cost of funds for the Bank for the period applicable for the advance plus .225% or (2) a rate quoted by the Bank to the Company for the borrowing. Under the agreement, the Company incurred minimal interest expense for the years ended December 31, 2004, 2003, and 2002, respectively. At December 31, 2004 and 2003, the Company did not have any balances payable to the Bank.

The Company also maintains a perpetual revolving loan agreement with Bank of New York ("BONY"). Under this agreement, the Company can borrow up to $100.0 from BONY. Interest on any of the Company borrowing accrues at an annual rate equal to (1) the cost of funds for BONY for the period applicable for the advance plus .35% or (2) a rate quoted by BONY to the Company for the borrowing. Under this agreement, the Company incurred minimal interest expense for the years ended December 31, 2004, 2003, and 2002. At December 31, 2004 and 2003, the Company did not have any balances payable to BONY.

Also see Reciprocal Loan Agreement in Note 9.

10. Reinsurance

At December 31, 2004, the Company had reinsurance treaties with six unaffiliated reinsurers and one affiliated reinsurer covering a significant portion of the mortality risks and guaranteed death and living benefits under its variable contracts. The Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements.

On October 1, 1998, the Company sold its domestic individual life insurance business to Lincoln for $1.0 billion in cash. The transaction is generally in the form of an indemnity reinsurance arrangement, under which Lincoln contractually assumed from the Company certain policyholder liabilities and obligations, although the Company remains directly obligated to contractowners.

Effective January 1, 1998, 90% of the mortality risk on substantially all individual universal life product business written from June 1, 1991 through October 31, 1997 was reinsured externally. Beginning November 1, 1997, 90% of new business written on these products was reinsured externally. Effective October 1, 1998 this agreement was assigned from the third party reinsurer to Lincoln.

C-40

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Effective December 31, 1988, the Company entered into a modified coinsurance reinsurance agreement ("MODCO") with Aetna Life Insurance Company ("Aetna Life"), (formerly an affiliate of the Company), in which substantially all of the nonparticipating individual life and annuity business written by Aetna Life prior to 1981 was assumed by the Company. Effective January 1, 1997, this agreement was amended to transition (based on underlying investment rollover in Aetna Life) from a modified coinsurance arrangement to a coinsurance agreement. As a result of this change, reserves were ceded to the Company from Aetna Life as investment rollover occurred. Effective October 1, 1998, this agreement was fully transitioned to a coinsurance arrangement and this business along with the Company's direct individual life insurance business, with the exception of certain supplemental contracts with reserves of $61.1 and $63.8 as of December 31, 2004 and 2003, respectively, was sold to Lincoln.

On December 16, 1988, the Company assumed $25.0 of premium revenue from Aetna Life, for the purchase and administration of a life contingent single premium variable payout annuity contract. In addition, the Company is also responsible for administering fixed annuity payments that are made to annuitants receiving variable payments. Reserves of $19.3 and $20.4 were maintained for this contract as of December 31, 2004 and 2003, respectively.

The effect of reinsurance on premiums and recoveries for the years ended December 31, 2004, 2003 and 2002, were as follows:

	Year ended December 31,
	2004	2003	2002
Direct premiums	$                 39.0	$                 51.1	$                 55.9
Reinsurance assumed	-	0.1	-
Reinsurance ceded	(0.5)	(1.1)	(2.0)
Net premiums	$                 38.5	$                 50.1	$                 53.9

11. Commitments and Contingent Liabilities

Leases

The Company leases its office space and certain other equipment under operating leases that expire through 2009.

For the years ended December 31, 2004, 2003, and 2002, rent expense for leases was $18.1, $20.8 and $18.1, respectively. The future net minimum payments under noncancelable leases for the years ended December 31, 2005 through 2009 are estimated to be $16.7, $15.4, $14.0, $1.3, and $0.5, respectively, and $0.1 thereafter. The Company pays substantially all expenses associated with its leased and subleased office properties. Expenses not paid directly by the Company are paid for by an affiliate and allocated back to the Company.

C-41

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans or money market instruments at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments. At December 31, 2004, the Company had off-balance sheet commitments to purchase investments of $778.2 with an estimated fair value of $778.2.

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/arbitration, 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.

Regulatory Matters

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

Fund Regulatory Issues

Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares, revenue sharing and directed brokerage, compensation, sales practices and suitability, arrangements with service providers, pricing, compliance and controls, and adequacy of disclosure.

In addition to responding to governmental and regulatory requests on fund regulatory issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

C-42

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended.

An affiliate of the Company, ING Funds Distributors, LLC ("IFD") has received notice from the staff of the National Association of Securities Dealers ("NASD") that the staff has made a preliminary determination to recommend that disciplinary action be brought against IFD and one of its registered persons for violations of the NASD Conduct Rules and federal securities laws in connection with frequent trading arrangements.

Other regulators, including the SEC and the New York Attorney General, are also likely to take some action with respect to certain ING affiliates before concluding their investigation of ING relating to fund trading. The potential outcome of such action is difficult to predict but could subject certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of such action will have a material adverse effect on ING or ING's U.S.-based operations, including the Company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or ING's U.S.-based operations, including the Company.

Other Regulatory Matters

The New York Attorney General and other regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives, potential conflicts of interest, potential anti-competitive activity, marketing practices, certain financial reinsurance arrangements, and disclosure. It is likely that the scope of these investigations will further broaden before the investigations are concluded. U.S. affiliates of ING have received formal and informal requests in connection with such investigations, and are cooperating fully with each request for information.

C-43

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

These initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

12. Other Comprehensive Income

The components of other comprehensive income for the years ended December 31, 2004 and 2003 were as follows:

		As of December 31,
		2004	2003
Net unrealized capital gains (losses):
	Fixed maturities	$               124.6	$               108.5
	Equity securities	8.7	14.4
	Sales inducements	(0.1)	-
	Other	(8.2)	51.6
Subtotal		125.0	174.5
Less: Deferred income taxes		41.2	58.5
Net unrealized capital gains		83.8	116.0
Minimum pension liability		(16.7)	-
Net accumulated other comprehensive income		$                 67.1	$               116.0

Net unrealized capital gains allocated to experience-rated contracts of $357.5 and $491.5 at December 31, 2004 and 2003, respectively, are reflected on the Consolidated Balance Sheets in future policy benefits and claims reserves and are not included in shareholder's equity.

C-44

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

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

			Year ended December 31,
			2004	2003	2002
Unrealized holding (losses) gains arising
	during the year (1)		$                 18.6	$               (48.1)	$               127.4
Less: reclassification adjustment for gains
	(losses) and other items included in
		net income(2)	50.8	(46.6)	65.7
Net unrealized (losses) gains on securities			$               (32.2)	$                 (1.5)	$                 61.7

(1) Pretax net unrealized holding gains (losses) were $28.6, $(74.0), and $196.0, for the years ended December 31, 2004, 2003, and 2002, respectively.

(2) Pretax reclassification adjustments for gains (losses) and other items included in net income were $78.1, $(71.6), and $101.1, for the years ended December 31, 2004, 2003, and 2002, respectively.

13. Reclassifications and Changes to Prior Year Presentation

During 2004, certain changes were made to the 2003 and 2002 Statements of Operations to reflect the correct balances, as follows:

• Certain changes were made to the classification of reinsurance ceded related to certain products, which were included as a reduction to premiums.
• Certain changes were made to the classification of certain annuity and other products, which were included in premium income.
• Certain changes were made to the classification of certain benefits to contractowners, which were included as a reduction to premiums.

In addition, certain reclassifications have been made to conform to the current year presentation.

C-45

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

These changes had no impact on net income or shareholder's equity of the Company. We deemed these changes to the Statement of Operations as immaterial, and, as such, have not labeled the Statement of Operations as restated. The following summarizes the corrections to each financial statement line item:

		Previously		Revised
Year ended 12/31/2003		Reported 2003	Adjustment	2003
Fee income		$               384.3	$              11.5	$            395.8
Premiums		95.8	(45.7)	50.1
	Total revenue	1,463.7	(34.2)	1,429.5
Interest credited and other benefits to contractowners		757.6	(34.2)	723.4
	Total expense	1,248.0	(34.2)	1,213.8
		Previously		Revised
Year ended 12/31/2002		Reported 2002	Adjustment	2002
Fee income		$               418.2	$                5.7	$            423.9
Premiums		98.7	(44.8)	53.9
	Total revenue	1,375.4	(39.1)	1,336.3
Interest credited and other benefits to contractowners		746.4	(39.1)	707.3
	Total expense	1,289.3	(39.1)	1,250.2

C-46

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements

Also, during 2004, certain changes were made to the 2003 and 2002 Statements of Cash Flows to reflect the correct balances, primarily related to payables for securities purchased, short-term borrowings, and investment contracts. As a result of these adjustments, we have labeled the Statements of Cash Flows for 2003 and 2002 as restated. The following summarizes the adjustments:

		Previously
		Reported	Adjustment	Restated
Year ended 12/31/2003
	Net cash provided by (used for) operating activities	$         1,254.8	$           (196.5)	$         1,058.3
	Net cash provided by (used for) financing activities	781.1	196.5	977.6
Year ended 12/31/2002
	Net cash provided by (used for) operating activities	$         1,527.7	$           (132.4)	$         1,395.3
	Net cash used for investing activities	(2,152.0)	(167.3)	(2,319.3)
	Net cash provided by (used for) financing activities	607.7	299.7	907.4

C-47

ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

QUARTERLY DATA (UNAUDITED)

Restatement of Financial Information: During the quarterly period ended June 30, 2003, the Company incorrectly recorded investment income and realized capital gains related to Separate Accounts. The Company noted the effect of this error during the compilation of the December 31, 2003 consolidated financial statements and made the appropriate changes to the quarterly periods ended June 30, 2003 and September 30, 2003.

The following tables show the previously reported and restated amounts for each of the periods affected in 2003.

As Restated
2004	(In millions)	First	Second	Third	Fourth
Total revenue		$           384.5	$           362.1	$           376.7	$           379.2
Income (loss) before income taxes		64.4	54.7	61.3	61.3
Income tax expense (benefit)		20.4	17.0	(14.3)	19.3
Net income		$             44.0	$             37.7	$             75.6	$             42.0
As Reported
2004	(In millions)	First	Second	Third
Total revenue		$           387.3	$           364.4	$           379.0
Income (loss) before income taxes		64.4	54.7	61.3
Income tax expense (benefit)		20.4	17.0	(14.3)
Net income		$             44.0	$             37.7	$             75.6
As Restated
2003	(In millions)	First	Second*	Third*	Fourth
Total revenue		$           351.6	$           374.5	$           353.9	$           349.5
Income before income taxes		17.5	109.2	25.5	63.5
Income tax expense		5.1	35.4	0.6	20.0
Net income		$             12.4	$             73.8	$             24.9	$             43.5
As Reported
2003	(In millions)	First	Second*	Third*	Fourth
Total revenue		$           359.2	$           381.3	$           354.7	$           368.5
Income before income taxes		17.5	109.2	25.5	63.5
Income tax expense		5.1	35.4	0.6	20.0
Net income		$             12.4	$             73.8	$             24.9	$             43.5

* Restated

C-48

Form No. SAI.75962-05 ILIAC Ed. April 2005

VARIABLE ANNUITY ACCOUNT C PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)	Financial Statements:
(1)		Included in Part A: Condensed Financial Information
(2)		Included in Part B: Financial Statements of Variable Annuity Account C:
-			Report of Independent Registered Public Accounting Firm
-			Statements of Assets and Liabilities as of December 31, 2004
-			Statements of Operations for the year ended December 31, 2004
-			Statements of Changes in Net Assets for the years ended December 31, 2004 and 2003
-			Notes to Financial Statements
		Financial Statements of ING Life Insurance and Annuity Company:
-			Report of Independent Registered Public Accounting Firm
-			Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002
-			Consolidated Balance Sheets as of December 31, 2004 and 2003
-			Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2004, 2003 and 2002
-			Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
-			Notes to Consolidated Financial Statements
(b) Exhibits
	(1)			Resolution establishing Variable Annuity Account C · 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 (now ING Life Insurance and Annuity Company) and Aetna Investment Services, LLC (now ING Financial Advisers, 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 (G-TDA-HH(XC/M)) · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1996.
	(4.2)			Variable Annuity Contract (G-TDA-HH(XC/S)) · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1996.
	(4.3)			Variable Annuity Certificate (GTCC-HH(XC/M)) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1998.
	(4.4)			Variable Annuity Certificate (GTCC-HH(XC/S)) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1998.
	(4.5)			Variable Annuity Contract GAGOV-98(NY) · 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.
	(4.6)			Endorsement (EGET-IC(R)) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) · 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.
	(4.7)			Endorsement (ENYSUTMF97) to Contract G-TDA-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 14, 1997.
	(4.8)			Endorsement (ENYSUTMF97(S)) to Contract G-TDA-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 14, 1997.
	(4.9)			Endorsement (ENYSTSDO97) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 14, 1997.
	(4.10)			Endorsement (EGAA(5/98) NY) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1998.
	(4.11)			Endorsement (EG403-GIE-98) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 333-01107), as filed on September 10, 1998.
	(4.12)			Endorsement (EG403-GI-98) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 33-75962), as filed on September 15, 1998.
	(4.13)			Endorsement (EGET-99) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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.
	(4.14)			Endorsement (ENYS-XC/M-00) to Contract G-TDA-HH(XC/M) and Certificate G-TDA-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form S-1 (File No. 33-75962), as filed on April 13, 2000.
	(4.15)			Endorsement (ENYS-XC/S-00) to Contract G-TDA-HH(XC/S) and Certificate G-TDA-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form S-1 (File No. 33-75962), as filed on April 13, 2000.
	(4.16)			Endorsement (EGSF-IB(XC/M)) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 6, 2000.
	(4.17)			Endorsement (EGAA-ID(XC)) to Contract G-TDA-HH(XC/S) and Certificate GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 6, 2000.
	(4.18)			Endorsement EDSC-94(XC/M) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 13, 2000.
	(4.19)			Endorsement (ENYS-AR-01) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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.
	(4.20)			Endorsement EEGTRRA-HEG(01) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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 E-LOANSBA(1/02)to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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.
	(4.22)			Endorsement ENYS-EDB-02 to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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.
	(4.23)			Endorsements ENMCHG(05/02) and ENMCHG1(05/02) for name change · 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.
	(4.24)			Variable Annuity Contract Certificate GAGOVC-98(NY) · 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.
	(4.25)			Endorsement EGOVCC-NYS-03 to Contract GAGOV-98(NY) and Contract Certificate GAGOVC-98(NY) · 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.
	(5.1)			Variable Annuity Contract Application (300-GTD-NY(5/98)) · Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 33-75962), as filed on September 15, 1998.
	(5.2)			Variable Annuity Contract Application (300-AD457-98(X)) to Contract GAGOV-98(NY) and Contract Certificate GAGOVC-98(NY) · 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.
	(6.1)			Restated Certificate of Incorporation (amended and restated as of January 1, 2002) of ING 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 · 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 June 30, 1998 by and among AIM Variable Insurance Funds, Inc., A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
	(8.2)			Amendment No. 1 dated October 1, 2000 to Participation Agreement dated June 30, 1998 by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company · 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.
	(8.3)			First Amendment dated November 17, 2000 to Participation Agreement dated June 30, 1998 by and among AIM Variable Insurance Funds, (formerly AIM Variable Insurance Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company · 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.
	(8.4)			Amendment dated July 12, 2002 to Participation Agreement dated as of June 30, 1998, as amended on October 1, 2000 and November 17, 2000 by and among AIM Variable Insurance Funds, A I M Distributors, Inc., Aetna Life Insurance Company and Annuity Company and Aetna Investment Services, LLC · 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.
	(8.5)			Service Agreement effective June 30, 1998 between Aetna Life Insurance and Annuity Company and AIM Advisors, Inc. · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
	(8.6)			First Amendment dated October 1, 2000 to the Service Agreement effective June 30, 1998 between Aetna Life Insurance and Annuity Company and AIM Advisors, Inc. · 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.
	(8.7)			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.
	(8.8)			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.
	(8.9)			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 Portfolios, 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.
	(8.10)			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 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.
	(8.11)			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.
	(8.12)			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.
	(8.13)			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.
	(8.14)			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.
	(8.15)			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.
	(8.16)			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.
	(8.17)			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.
	(8.18)			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.
	(8.19)			Fund Participation Agreement dated December 1, 1997 among Calvert Responsibly Invested Balanced Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998.
	(8.20)			Service Agreement dated December 1, 1997 between Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998.
	(8.21)			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.
	(8.22)			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.
	(8.23)			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.
	(8.24)			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.
	(8.25)			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.
	(8.26)			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.
	(8.27)			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.
	(8.28)			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.
	(8.29)			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.
	(8.30)			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.
	(8.31)			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.
	(8.32)			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.
	(8.33)			Participation Agreement dated as of July 20, 2001 between Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
	(8.34)			Amendment dated as of January 2, 2002 to Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Direct Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2002.
	(8.35)			Amendment dated December 10, 2003 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. · 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.
	(8.36)			Amendment dated May 3, 2004 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 and December 10, 2003 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 12, 2005.
	(8.37)			Administrative Services Agreement dated as of July 20, 2001 between Franklin Templeton Services, LLC, Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America · 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.
	(8.38)			Form of Participation Agreement dated _______, 2005 among ING Variable Insurance Trust and ING Life Insurance and Annuity Company
	(8.39)			Fund Participation Agreement dated December 1, 1988 and amended February 11, 1991 between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust · 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.
	(8.40)			Fund Participation Agreement dated April 28, 1994 between Aetna Life Insurance and Annuity Company, Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation (its investment advisor) · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 22, 1996.
	(8.41)			Fund Participation Agreement dated as of July 20, 2001 between Lord Abbett Series Fund, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
	(8.42)			Service Agreement dated as of July 20, 2001 between Lord Abbett & Co. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
	(8.43)			Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997 and November 28, 1997 among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.
	(8.44)			Fourth Amendment dated May 1, 1998 to the Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997 and November 28, 1997 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
	(8.45)			Fifth Amendment dated May 1, 1998 to the Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997 and November 28, 1997 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company · Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 333-56297), as filed on February 16, 1999.
	(8.46)			Fifth Amendment dated July 1, 1999 to Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997, November 28, 1997 and May 1, 1998 by and among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 333-56297), as filed on November 23, 1999.
	(8.47)			Sixth Amendment dated November 17, 2000 to Fund Participation Agreement dated April 30, 1996 and amended on September 3, 1996, March 14, 1997, November 28, 1997, May 1, 1998 and July 1, 1999 by and among Aetna Life Insurance and Annuity Company, MFS Variable Insurance Trust and Massachusetts Financial Services Company · 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.
	(8.48)			Fund Participation Agreement dated as of May 1, 2001 among Pilgrim Variable Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim Securities, Inc. · Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 333-01107), as filed on July 13, 2001.
	(8.49)			Amendment dated August 30, 2002 between ING Life Insurance and Annuity Company, ING Variable Products Trust (formerly known as Pilgrim Variable Products Trust) and ING Funds Distributor to Fund Participation Agreement dated May 1, 2001 · 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.
	(8.50)			Administrative and Shareholder Services Agreement dated April 1, 2001 between ING Funds Services, LLC and ING Life Insurance and Annuity Company (Administrator for ING Variable Products Trust) · 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.
	(8.51)			Fund Participation Agreement dated as of July 1, 2001 between Pioneer Variable Contracts Trust and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
	(8.52)			Amendment dated May 1, 2004 to Fund Participation Agreement dated as of July 1, 2001 between Pioneer Variable Contracts Trust and Aetna Life Insurance and Annuity Company.
	(8.53)			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.
	(8.54)			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.
	(8.55)			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. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.
	(8.56)			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.
	(8.57)			Form of Amendment dated __________, 200_ 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, May 1, 2003 and November 1, 2004
	(8.58)			Shareholder Servicing Agreement (Service Class Shares) dated as of November 27, 2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company · 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.
	(8.59)			Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity Company (to be renamed ING Life Insurance and Annuity Company effective May 1, 2002) to the Shareholder Servicing Agreement dated November 27, 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.
	(8.60)			Amendment dated May 1, 2003 by and between ING Partners, Inc. and ING Life Insurance and Annuity Company to the Shareholder Servicing Agreement (Service Class Shares) dated November 27, 2001, as 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.
	(8.61)			Amendment dated November 1, 2004 to the Shareholder Servicing Agreement (Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity Company dated November 27, 2001, as 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.
	(8.62)			Form of Amendment dated _________, 200_ to the Shareholder Servicing Agreement (Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity Company dated November 27, 2001, and amended on March 5, 2002, May 1, 2003 and November 1, 2004
	(8.63)			(Retail) Fund Participation Agreement dated as of July 1, 2000 between Aetna Life Insurance and Annuity Company, American Century Services Corporation, American Century Investment Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(8.64)			(Retail) Amendment No. 1 effective November 7, 2003 to Fund Participation Agreement dated as of July 1, 2000 between ING Life Insurance and Annuity Company and American Century Investment Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 37 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 13, 2004.
	(8.65			(Retail) Fund Participation Agreement dated as of April 30, 2003 among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, American Funds Insurance Series and Capital Research and Management Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-6 (File No. 333-105319), as filed on July 17, 2003.
	(8.66)			(Retail) Business Agreement dated as of April 30, 2003 by and among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, ING American Equities, Inc., Directed Services, Inc., American Funds Distributors, Inc. and Capital Research and Management Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-6 (File No. 333-105319), as filed on July 17, 2003.
	(8.67)			(Retail) Fund Participation Agreement dated May 1, 2000 between The Chapman Funds, Inc., The Chapman Co. and Aetna Life Insurance and Annuity Company · 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.
	(8.68)			(Retail) Fund Participation Agreement dated August 15, 2000 between Oppenheimer and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(8.69)			(Retail) Fund Participation Agreement dated as of August 8, 2000 by and between PAX World Balanced Fund, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(8.70)			(Retail) Fund Participation Agreement dated as of August 15, 2000 by and between Federated Services Company, Federated Distributors, Wachovia Bank, NA and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(8.71)			(Retail) Shareholder Services Agreement dated October 4, 1999 between Federated Administrative Services for the Wachovia Funds and the Wachovia Municipal Funds and Aetna Investment Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(8.72)			(Retail) First Amendment dated August 15, 2000 to the Shareholder Services Agreement by and among Aetna Investment Services, Inc. and Federated Administrative Services · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
	(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 S-2 for ING Insurance Company of America Guaranteed Account as filed with the Securities and Exchange Commission on April 7, 2005 (File Nos. 333-49581).
	(13.2)			Authorization 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
Thomas J. McInerney1			Director
Kathleen A. Murphy2			Director
Catherine H. Smith2			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
Shaun P. Mathews2			Senior Vice President
Stephen J. Preston3			Senior Vice President
Boyd G. Combs1			Senior Vice President, Tax
James G. Auger2			Vice President
Marie M. Augsberger2			Vice President
Pamela M. Barcia2			Vice President
Ronald R. Barhorst 4225 Executive Square La Jolla, California 92037			Vice President
Linda Beblo3			Vice President
Jeoffrey A. Block4			Vice President
Kevin P. Brown2			Vice President
Anthony V. Camp2			Vice President
Mary Kathleen Carey-Reid2			Vice President
Kevin L. Christensen4			Vice President
Andrew D. Chua5			Vice President
Elizabeth A. Clifford3			Vice President
Patricia M. Corbett4			Vice President
Karen Czizik5			Vice President
Terrence O. Davis1			Vice President
Robert B. DiMartino2			Vice President
Shari A. Enger3			Vice President
Julie A. Foster4			Vice President
Brian K. Haendiges2			Vice President
Steven J. Haun4			Vice President
James Hennessy6			Vice President
Ronald C. Hull2			Vice President
William S. Jasien 12701 Fair Lakes Circle, Suite 470 Fairfax, Virginia 22033			Vice President
David Kelsey2			Vice President
Mary A. Langevin2			Vice President
Roger E. Lavallee2			Vice President
Frederick C. Litow1			Vice President
William L. Lowe1			Vice President
Thomas A. Lutter3			Vice President
Gregory J. Miller2			Vice President
Todd E. Nevenhoven4			Vice President
Peg O. Norris3			Vice President
Ethel Pippin2			Vice President
Robert A. Richard2			Vice President
Michael Roland6			Vice President
Eric Steelman3			Vice President
Carl P. Steinhilber2			Vice President
Laurie M. Tillinghast2			Vice President
Stanley Vyner7			Vice President
Barry G. Ward1			Vice President
Christopher R. Welp4			Vice President
Mary Broesch3			Vice President and Actuary
Bruce T. Campbell2			Vice President and Actuary
Richard Lau3			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
Therese M. Squillacote1			Vice President and Chief Compliance Officer
David S. Pendergrass1			Vice President and Treasurer
Dawn M. Peck1			Vice President, Assistant Treasurer and Assistant Secretary
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 M. Moore1			Vice President, Investments
Joseph J. Elmy2			Vice President, Tax
Paula Cludray-Engelke8			Secretary
James M. Desrocher Lincoln National Life Insurance Company 350 Church Street, MPR1 Hartford, CT 06103-1106			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
James M. May, III1			Assistant Secretary
Donna M. O'Brien2			Assistant Secretary
Krystal L. Ols8			Assistant Secretary
Loralee A. Renelt8			Assistant Secretary
Carol Semplice2			Assistant Secretary
Linda E. Senker3			Assistant Secretary
Patricia M. Smith2			Assistant Secretary
Edwina P. J. Steffer8			Assistant Secretary
John F. Todd2			Assistant Secretary
Diane Yell9			Assistant Secretary
Glenn A. 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 28 in Post-Effective Amendment No. 9 to Registration Statement on Form N-6 for ReliaStar Life Insurance Company of New York Variable Life Separate Account I (File No. 333-47527), as filed on April 7, 2005.
Item 27. Number of Contract Owners
As of February 28, 2005, there were 606,997 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C.
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 B 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 4225 Executive Square La Jolla, California 92037					Director and President
Brian D. Comer1					Director and Senior Vice President
William L. Lowe1					Director and Senior Vice President
Shaun P. Mathews1					Senior Vice President
Boyd G. Combs2					Senior Vice President, Tax
William Jasien3					Senior Vice President
Louis E. Bachetti 581 Main Street, 4th Fl. Woodbridge, NJ 07095					Senior Vice President
Susan J. Stamm1					Chief Financial Officer
Mark Appel 200 North Sepulveda Boulevard El Segundo, California					Vice President
Pamela Mulvey Barcia1					Vice President
Robert H. Barley1					Vice President
David A. Brounley1					Vice President
Anthony V. Camp, Jr.1					Vice President
Mary Kathleen Carey-Reid1					Vice President
James Drake 5 Penn Plaza, 11th Floor New York, New York					Vice President
Joseph J. Elmy2					Vice President, Tax
William Elmslie 5 Penn Plaza, 11th Floor New York, New York					Vice President
Brian K. Haendiges1					Vice President
Bernard P. Heffernon 10740 Nall Ave., Ste. 120 Overland Park, KS 66211					Vice President
David Kelsey1					Vice President
Mary A. Langevin1					Vice President
Christina Lareau1					Vice President
George D. Lessner Richardson, Texas					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
David Kelsey1					Vice President
Mary A. Langevin1					Vice President
Christina Lareau1					Vice President
George D. Lessner Richardson, Texas					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. Litow2					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. Neeb4					Vice President
David Pendergrass2					Vice President and Treasurer
Ethel Pippin1					Vice President
Dawn M. Peck2					Vice President, Assistant Treasurer and Assistant Secretary
Deborah Rubin3					Vice President
Todd Smiser Lisle, Illinois					Vice President
Frank W. Snodgrass 150 4th Ave., N., Ste. 410 Nashville, TN 37219					Vice President
Terran Titus1					Vice President
Bess B. Twyman1					Vice President
S. Bradford Vaughan, Jr. 601 Union St., Ste. 810 Seattle, WA 98101					Vice President
O. V. Williams 444 Seabreeze Blvd. Daytona Beach, FL 32114					Vice President
Forrest R. Wilson 2202 N. Westshore Blvd. Tampa, Florida 33607					Vice President
Judeen T. Wrinn1					Vice President
Therese M. Squillacote1					Vice President and Chief Compliance Officer
Paula Cludray-Engelke5					Secretary
Diana R. Cavender5					Assistant Secretary
Krystal L. Ols5					Assistant Secretary
Loralee A. Renelt5					Assistant Secretary
Edwina P. J. Steffer5					Assistant Secretary
John F. Todd1					Assistant Secretary
Glenn A. Black2					Tax Officer
Terry L. Owens2					Tax Officer
James Taylor2					Tax Officer
1	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
2	The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
3	The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.
4	The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
(c)		Compensation to Principal Underwriter during last fiscal year:
(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							$33,938,738.36
*	Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account C 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.
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 located at the offices of the Depositor as follows:
and
Opportunity Plus Service Center 800 Troy-Schenectady Road Latham, NY 12110-2455
ING Americas 5780 Powers Ferry Road Atlanta, GA 30327-4390
ING Americas 20 Washington Avenue South Minneapolis, MN 55401
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 shareholders 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.
The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 1235221 *13 (S.E.C.)] 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 C 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. 33-75962) and has duly 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 13th day of April, 2005.
			VARIABLE ANNUITY ACCOUNT C OF ING LIFE INSURANCE AND ANNUITY COMPANY
			(Registrant)
			By:	ING LIFE INSURANCE AND ANNUITY COMPANY
				(Depositor)
			By:	Brian D. Comer*
				Brian D. Comer President
As required by the Securities Act of 1933, this Post-Effective Amendment No. 41 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature		Title				Date
Brian D. Comer*		Director and President			)
Brian D. Comer		(principal executive officer)			)
					)
Thomas J. McInerney*		Director			)	April
Thomas J. McInerney					)	13, 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 C Exhibit Index
Exhibit No.	Exhibit
99-B.8.38	Form of Participation Agreement dated _______, 2005 among ING Variable Insurance Trust and ING Life Insurance and Annuity Company
99-B.8.52	Amendment dated May 1, 2004 to Fund Participation Agreement dated as of July 1, 2001 between Pioneer Variable Contracts Trust and Aetna Life Insurance and Annuity Company.
99-B.8.57	Form of Amendment dated __________, 200_ 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, May 1, 2003 and November 1, 2004
99-B.8.62	Form of Amendment dated _________, 200_ to the Shareholder Servicing Agreement (Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity Company dated November 27, 2001, and amended on March 5, 2002, May 1, 2003 and November 1, 2004
99-B.9	Opinion and Consent of Counsel
99-B.10	Consent of Independent Registered Public Accounting Firm