75992 Combined Supplement, Prospectus and SAI Final 497(c)

497 1 combo75992supplprossai.htm 75992 Combined Supplement, Prospectus and SAI Final 497(c)

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
C05-0411-018R (04/2005)

Page 1 of 2

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)	Page 2 of 2	April 2005

Contract Prospectus - April 29, 2005

The Contracts. The contracts described in this prospectus are individual deferred fixed and variable annuity contracts issued by ING Life Insurance and Annuity Company (the Company, we, us, our). They are issued to you, the contract holder as either a traditional Individual Retirement Annuity (IRA) under section 408(b) of the Internal Revenue Code of 1986 as amended (Tax Code) or a Roth IRA under Tax Code section 408A. Additionally, the traditional IRA may be used as a funding option for a Simplified Employee Pension (SEP) plan under Tax Code section 408(k). The contracts are not currently available as a Simple IRA under Tax Code section 408(p).

Why Reading this Prospectus is Important. This prospectus contains facts about the contract and its investment options that you should know before purchasing. This information will help you decide if the contract is right for you.

Please read this prospectus carefully and keep it for future reference.

Table of Contents . . . page 3

Investment Options. The contract offers 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)

AllianceBernstein Growth and Income Portfolio (Class A)

Calvert Social Balanced Portfolio

FidelityÒ VIP Contrafund^® Portfolio (Initial Class)

FidelityÒ VIP Equity-Income Portfolio (Initial Class)

FidelityÒ VIP Growth Portfolio (Initial Class)

FidelityÒ VIP Overseas Portfolio (Initial Class)

Franklin Small Cap Value Securities Fund (Class 2)

ING American Century Large Company Value Portfolio (Service Class)⁽¹⁾

ING American Century Select Portfolio (Initial Class)

ING American Century Small Cap Value Portfolio (Service Class)

ING Baron Small Cap Growth Portfolio (Service Class)

ING Fundamental Research Portfolio (Service Class)⁽¹⁾

ING GET U.S. Core Portfolio

ING Goldman SachsÒ Capital Growth Portfolio (Service Class)⁽²⁾

ING JPMorgan Fleming International Portfolio (Initial Class)

ING JPMorgan Mid Cap Value Portfolio (Service Class)

ING Julius Baer Foreign Portfolio (Class S)

ING MFS Capital Opportunities Portfolio (Initial Class)

ING MFS Total Return Portfolio (Class S)

ING OpCap Balanced Value Portfolio (Service 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 Fundamental Value Portfolio (Service Class)

ING Salomon Brothers Large Cap Growth Portfolio (Initial Class)

ING Solution 2015 Portfolio (Service Class)⁽³⁾

ING Solution 2025 Portfolio (Service Class)⁽³⁾

ING Solution 2035 Portfolio (Service Class)⁽³⁾

ING Solution 2045 Portfolio (Service Class)⁽³⁾

ING Solution Income Portfolio (Service Class)⁽³⁾

ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class)

ING T. Rowe Price Equity Income Portfolio (Class S)

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 Financial Services Portfolio (Class I)

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)⁽¹⁾

ING VP International Equity Portfolio (Class I)

ING VP International Value Portfolio (Class I)

ING VP MidCap Opportunities Portfolio(Class I)

ING VP Money Market Portfolio (Class I)

ING VP Real Estate Portfolio (Class I)

ING VP Small Company Portfolio (Class I)

ING VP SmallCap Opportunities 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 - Growth and Income Portfolio (Class VC)

Lord Abbett Series Fund - Mid-Cap Value Portfolio
(Class VC)

Oppenheimer Main Street Small Cap Fund^®/VA

PIMCO VIT Real Return Portfolio (Administrative Class)

Pioneer Equity Income VCT Portfolio (Class I)

Pioneer Fund VCT Portfolio (Class I)

Pioneer High Yield VCT Portfolio (Class I)

Pioneer Mid Cap Value VCT Portfolio (Class I)

Wanger Select

Wanger U.S. Smaller Companies

1. This fund has changed its name to the name listed above. See Appendix IV - Description of Underlying Funds for a complete list of former and current fund names.

2. Goldman SachsÒ is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co.

3. These portfolios are structured as fund of funds that invest directly in shares of underlying funds. See "Fees - Fund Fees and Expenses" for additional information.

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), a separate account of the Company. 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. The funds in which the subaccounts invest have various risks. Information about the risks of investing in the funds is located in the "Investment Options" section on page 14, in Appendix IV- Description of Underlying Funds, and each fund prospectus. Read this prospectus in conjunction with the fund prospectuses and retain the prospectuses for future reference.

Fixed Interest Options.

Guaranteed Interest Account

Fixed Account

Guaranteed Accumulation Account (available in New York only)

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

Availability of Options. Some funds or fixed interest options may be unavailable through your contract or in your state.

Getting Additional Information. You may obtain the April 29, 2005 Statement of Additional Information (SAI) about the separate account by indicating your request on your application or calling us at 1-800-262-3862 or writing to us at the address referenced under "Contract Overview Questions: Contacting the Company" section of the prospectus. 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) website, 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 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, DC 20549. The SAI table of contents is listed on page 42 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 in New York only when accompanied by the Guaranteed Accumulation Account prospectus.

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 from that contained in this prospectus.

TABLE OF CONTENTS
Contract Overview		4
Questions: Contacting the Company (sidebar)
Sending Forms and Written Requests in Good Order (sidebar)
Contract Design
Installment Purchase Payment Contracts and Single Purchase Payment Contracts
Contract Facts
Contract Phases: The Accumulation Phase, The Income Phase
Fee Table		6
Condensed Financial Information		14
Investment Options		14
Transfers Among Investment Options		16
Purchase		17
Right to Cancel		19
Fees		20
Your Account Value		25
Withdrawals		27
Systematic Distribution Options		28
Death Benefit		29
The Income Phase		30
Taxation		33
Contract Distribution		37
Other Topics		39
The Company - Variable Annuity Account C - Payment Delay or Suspension - Performance Reporting - Voting Rights - Contract Modification - Involuntary Terminations - Regulatory Matters - Legal Matters and Proceedings
Contents of the Statement of Additional Information		42
Appendix I - Guaranteed Interest Account		43
Appendix II - Fixed Account		44
Appendix III - Guaranteed Accumulation Account		46
Appendix IV - Description of Underlying Funds		48
Appendix V - Projected Schedule of ING GET U.S. Core Portfolio Offerings		66
Appendix VI - Condensed Financial Information	CFI-1

		Contract Overview

Questions - Contacting the Company. To answer your questions, contact your sales representative or write or call our Home Office at: ING USFS Customer Service Defined Contribution Administration, TS21 151 Farmington Avenue Hartford, CT 06156-1258 1-800-262-3862 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 us or your sales representative 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 intended as a summary. Please read each section of this prospectus for additional information.
		Contract Design
		The contracts described in this prospectus are individual, deferred, fixed and variable annuity contracts. They are intended to be retirement savings vehicles that offer a variety of investment options to help meet long-term financial goals.
		Installment Purchase Payment Contracts and Single Purchase Payment Contracts
		Throughout the prospectus we refer to Installment Purchase Payment Contracts and Single Purchase Payment Contracts. Installment Purchase Payment Contracts. Under these contracts you agree to make continuing periodic payments each year. Single Purchase Payment Contracts. Under these contracts you make a lump-sum transfer of amounts accumulated under a pre-existing plan in accordance with our procedures and minimums in effect at the time of purchase.
		Contract Facts
		Free Look/Right to Cancel. You may cancel your contract within ten days (some states require more than ten days) of receipt. See "Right to Cancel." Death Benefit. Your beneficiary may receive a financial 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 withdraw all or part of your account value. Certain fees, taxes and early withdrawal penalties may apply. See "Withdrawals" and "Taxation." Amounts withdrawn from the Guaranteed Accumulation Account may be subject to a market value adjustment. See Appendix III.
		Systematic Distribution Options. These are made available for you to receive periodic withdrawals 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: You will generally not pay taxes on any earnings from the annuity contracts described in this prospectus until they are withdrawn. Tax-qualified retirement arrangements (e.g., traditional IRAs) also defer payment of taxes on earnings until they are withdrawn, or provide for tax-free withdrawals of earnings, subject to certain restrictions (e.g., Roth IRAs). Because you are considering an annuity for your IRA, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by other types of IRAs. However, annuities do provide other features and benefits which may be valuable to you. You should discuss your decision with your financial representative. Taxes will generally be due when you receive a distribution. Tax penalties may apply in some circumstances. See "Taxation."

Contract Phases

I. The Accumulation Phase (accumulating dollars under your contract)

STEP 1: You provide us with your completed application and initial purchase payment. We establish an account for you and credit that account with your initial purchase payment.

STEP 2: You direct us to invest your purchase payment in one or more 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.)

STEP 3: Each subaccount you select 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

Etc.

Step 3 â

Mutual Fund A

Mutual Fund B

II. The Income Phase (receiving income phase payments from your contract)

When you want to begin receiving payments from your contract, you may select from the options available. The contract offers several income phase payment options. See "The Income Phase." In general, you may:

Receive income phase payments for a specified period of time or for life;

Receive income phase payments monthly, quarterly, semi-annually or annually;

Select an income phase option that provides for payments to your beneficiary; and

Select income phase payments that are fixed or vary based on the performance of the variable investment options you select.

	Fee Table

In This Section: Maximum Contract Holder Transaction Expenses Annual Maintenance Fee Maximum Separate Account Annual Expenses Total Annual Fund Operating Expenses Fees Deducted by the Funds Hypothetical Examples Also, see the "Fees" section for: How, When and Why Fees are Deducted Reduction, Waiver and/or Elimination of Certain Fees Redemption Fees Premium and Other Taxes ING GET Fund Guarantee Charge Also See "The Income Phase" section 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, 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% Transfer Charges $0.00 - $10.00² 1 This is a deferred sales charge. The percentage will be determined by the applicable early withdrawal charge schedule in the "Fees" section. The early withdrawal charge reduces over time. The actual schedule applied will differ depending on whether your contract is an installment purchase payment contract or a single purchase payment contract. The total early withdrawal charge deducted will not exceed 8.5% of the total purchase payments made to the contract. These fees may be waived, reduced or eliminated in certain circumstances. See the "Fees" section. 2 During the accumulation phase, we allow you twelve free transfers among investment options each calendar year. We reserve the right to charge $10 for each additional transfer. We currently do not impose this charge. See "Transfers Among Investment Options."
	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.

	Annual Maintenance Fee	$20.00³

	Maximum Separate Account Annual Expenses
	(as a percentage of average account value)

	Mortality and Expense Risk Charge	1.25%

	Administrative Expense Charge	0.00% - 0.25%⁴

	ING GET Fund Guarantee Charge	0.25%⁵

	Total Separate Account Annual Expenses	1.50% - 1.75%

	3 The annual maintenance fee is generally deducted only from installment purchase payment contracts. Under certain contracts, the annual maintenance fee may also be deducted upon full withdrawals. See "Fees - Annual Maintenance Fee." 4 We currently do not impose this charge. However, if allowed by your contract, we reserve the right to charge up to 0.25% annually. See "Fees-Administrative Expense Charge." 5 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 "Fees - ING GET Fund Guarantee Charge" for a description of the ING GET Fund guarantee charge.

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 0.34%	Maximum 1.65%*
* After taking into account fee waiver or expense reimbursement arrangements, the minimum and maximum total fund operating expenses would be 0.34% and 1.55%, respectively. The fund having the minimum expense percentage is not subject to any contractual fee waiver or expense reimbursement arrangements. The fund having the maximum expense percentage is subject to a contractual fee waiver or expense reimbursement arrangement through May 1, 2006.

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.

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn affects the value of each subaccount that purchases fund shares. 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.

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%
AllianceBernstein Growth and Income Portfolio (Class A)⁽⁴⁾	0.55%	--	0.05%	0.60%	--	0.60%
Calvert Social Balanced Portfolio⁽⁵⁾	0.70%	--	0.21%	0.91%	--	0.91%
FidelityÒ VIP ContrafundÒ Portfolio (Initial Class)	0.57%	--	0.11%	0.68%	--	0.68%
FidelityÒ VIP Equity-Income Portfolio (Initial Class)	0.47%	--	0.11%	0.58%	--	0.58%
FidelityÒ VIP Growth Portfolio (Initial Class)	0.58%	--	0.10%	0.68%	--	0.68%
FidelityÒ VIP Overseas Portfolio (Initial Class)	0.72%	--	0.19%	0.91%	--	0.91%
Franklin Small Cap Value Securities Fund (Class 2)⁽⁶⁾⁽⁷⁾	0.53%	0.25%	0.18%	0.96%	0.04%	0.92%
ING American Century Large Company Value Portfolio (Service Class) ⁽⁸⁾	0.80%	--	0.45%	1.25%	--	1.25%

Fund Name	Management (Advisory) Fees	12b-1 Fee	Other Expenses	Total Annual Fund Operating Expenses	Fees and Expenses Waived or Reimbursed	Net Annual Fund Operating Expenses
ING American Century Select Portfolio (Initial Class)⁽⁹⁾	0.64%	--	0.02%	0.66%	--	0.66%
ING American Century Small Cap Value Portfolio (Service Class)⁽¹⁰⁾	1.00%	--	0.65%	1.65%	0.10%	1.55%
ING Baron Small Cap Growth Portfolio (Service Class) ⁽¹⁰⁾	0.85%	--	0.65%	1.50%	0.05%	1.45%
ING Fundamental Research Portfolio (Service Class)⁽⁸⁾	0.60%	--	0.45%	1.05%	--	1.05%
ING GET U.S. Core Portfolio^(11)(12)(13)	0.60%	0.25%	0.15%	1.00%	--	1.00%
ING Goldman SachsÒ Capital Growth Portfolio (Service Class) ⁽⁸⁾	0.85%	--	0.45%	1.30%	--	1.30%
ING JPMorgan Fleming International Portfolio (Initial Class)	0.80%	--	0.20%	1.00%	--	1.00%
ING JPMorgan Mid Cap Value Portfolio (Service Class) ⁽⁸⁾	0.75%	--	0.60%	1.35%	--	1.35%
ING Julius Baer Foreign Portfolio (Class S)⁽¹⁴⁾	0.96%	--	0.25%	1.21%	--	1.21%
ING MFS Capital Opportunities Portfolio (Initial Class)	0.65%	--	0.25%	0.90%	--	0.90%
ING MFS Total Return Portfolio (Class S)^(14)(15)	0.64%	--	0.25%	0.89%	--	0.89%
ING OpCap Balanced Value Portfolio (Service Class)⁽⁸⁾	0.80%	--	0.45%	1.25%	--	1.25%
ING Oppenheimer Global Portfolio (Initial Class)⁽⁹⁾	0.60%	--	0.06%	0.66%	--	0.66%
ING Oppenheimer Strategic Income Portfolio (Initial Class)⁽¹⁶⁾	0.50%	--	0.04%	0.54%	--	0.54%
ING PIMCO Total Return Portfolio (Service Class) ⁽⁸⁾	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 Fundamental Value Portfolio (Service Class) ⁽⁸⁾	0.90%	--	0.45%	1.35%	--	1.35%
ING Salomon Brothers Large Cap Growth Portfolio (Initial Class) ⁽⁹⁾	0.64%	--	0.23%	0.87%	--	0.87%
ING Solution 2015 Portfolio (Service Class)^(17)(18)	0.79%	-	0.27%	1.06%	0.02%	1.04%
ING Solution 2025 Portfolio (Service Class)^(17)(18)	0.84%	-	0.27%	1.11%	0.03%	1.08%
ING Solution 2035 Portfolio (Service Class)^(17)(18)	0.88%	-	0.27%	1.15%	0.03%	1.12%
ING Solution 2045 Portfolio (Service Class)^(17)(18)	0.92%	-	0.27%	1.19%	0.04%	1.15%
ING Solution Income Portfolio (Service Class)^(17)(18)	0.61%	-	0.27%	0.88%	--	0.88%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class)⁽⁹⁾	0.64%	--	0.02%	0.66%	--	0.66%
ING T. Rowe Price Equity Income Portfolio (Class S)^(14)(15)	0.66%	--	0.26%	0.92%	--	0.92%
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) ⁽¹⁰⁾	0.60%	--	0.60%	1.20%	0.07%	1.13%

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 Van Kampen Equity and Income Portfolio (Initial Class)⁽⁹⁾	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 Financial Services Portfolio (Class I)^(20)(21)	0.75%	--	0.25%	1.00%	0.20%	0.80%
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%
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 International Value Portfolio (Class I)^(20)(21)	1.00%	--	0.22%	1.22%	0.22%	1.00%
ING VP MidCap Opportunities Portfolio (Class I)^(20)(21	0.75%	--	0.21%	0.96%	0.02%	0.94%
ING VP Money Market Portfolio (Class I)⁽¹⁹⁾	0.25%	--	0.09%	0.34%	--	0.34%
ING VP Real Estate Portfolio (Class I)^(20)(21)	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 SmallCap Opportunities Portfolio (Class I)^(20)(21)	0.75%	--	0.19%	0.94%	0.04%	0.90%
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 - Growth and Income Portfolio (Class VC)	0.50%	--	0.39%	0.89%	--	0.89%
Lord Abbett Series Fund - Mid-Cap Value Portfolio (Class VC)	0.75%	--	0.42%	1.17%	--	1.17%
Oppenheimer Main Street Small Cap Fund^®/VA	0.75%	--	0.08%	0.83%	--	0.83%
PIMCO VIT - Real Return Portfolio⁽²³⁾	0.25%	--	0.40%	0.65%	--	0.65%
Pioneer Equity Income VCT Portfolio (Class I)	0.65%	--	0.07%	0.72%	--	0.72%
Pioneer Fund VCT Portfolio (Class I)	0.65%	--	0.06%	0.71%	--	0.71%
Pioneer High Yield VCT Portfolio (Class I)	0.65%	--	0.13%	0.78%	--	0.78%
Pioneer Mid Cap Value VCT Portfolio (Class I)	0.65%	--	0.07%	0.72%	--	0.72%
Wanger Select^(24)(25)	0.85%	--	0.15%	1.00%	--	1.00%
Wanger U.S. Smaller Companies⁽²⁶⁾	0.91%	--	0.08%	0.99%	--	0.99%

*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 prospectuses. 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.
(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)	Expense information has been restated to reflect a reduction in management fees effective September 7, 2004.
(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)	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.
(7)	The manager had agreed in advance to reduce its fee to reflect reduced services resulting from 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.
(8)	Other Expenses include a Shareholder Services fee of 0.25%.
(9)	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.
(10)	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 American Century Small Cap Value, 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 1.55%, 1.45%, and 1.13%, respectively, through May 1, 2006. Without this waiver, the Net Annual Fund Operating Expenses would be 1.65% for ING American Century Small Cap Value, 1.50% for ING Baron Small Cap Growth and 1.20% for ING Van Kampen Comstock Portfolios.
(11)	Investments are accepted into the ING GET U.S. Core Portfolio only during the Offering Period. See Appendix V in the contract prospectus for a listing of Offering and Guarantee Periods for projected ING GET U.S. Core Portfolio offerings.
(12)	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.

(13)	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.
(14)	The amounts shown are estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets based on each Portfolio's actual operating expenses for Class S shares for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which Directed Services, Inc. (DSI) as adviser to each Portfolio, has agreed for each Portfolio for the current fiscal year. Other Expenses for each Portfolio include a Shareholder Services fee of 0.25%. Through a "bundled fee" arrangement, DSI, the Trust's manager, is paid a single fee for advisory, administrative, custodial, transfer agency, auditing and legal services necessary for the ordinary operation of the Portfolios. The Portfolios would also bear any extraordinary expenses.
(15)	A portion of the brokerage commissions that ING MFS Total Return and ING T. Rowe Price Equity Income Portfolios pay is used to reduce each Portfolio's expenses. Including these reductions and the MFS Voluntary Management fee waiver the Total Annual Fund Operating Expenses for each Portfolio for the year ended December 31, 2004 would have been 0.88% and 0.91%, respectively. This arrangement may be discontinued at any time.
(16)	Based on estimated expenses for the current fiscal year.
(17)	The Portfolio is structured as a fund of funds, and invests directly in shares of underlying funds. See "Fees - Fund Expenses" for additional information. The table reflects net operating expenses paid directly and indirectly by each Portfolio. Other Expenses include a Shareholder Services fee of 0.25%. Shareholders of a Portfolio will indirectly bear the expenses of an Underlying Fund based upon the percentage of a Portfolio's assets that is allocated to the Underlying Fund. Because the annual net operating expenses of each Underlying Fund, and a Portfolio's allocation to that Underlying Fund, will vary from year to year, the expenses paid by a Portfolio may vary from year to year. These expense ratios are estimates based on the target allocations among the Underlying Funds based upon information in the fee tables of their prospectuses, which in turn, are based on financial results for the year ended December 31, 2004. For information regarding expenses of the Underlying Funds, see the Fund's prospectus. Other Expenses are estimated for each Portfolio's current fiscal year. Operating expenses are shown without allocations to the Fixed Account. Estimated net operating expenses for the Service Class shares including allocations to the Fixed Account would be 0.83% for ING Solution Income Portfolio; 0.96% for ING Solution 2015 Portfolio; 1.06% for ING Solution 2025 Portfolio; 1.14% for ING Solution 2035 Portfolio; and 1.17% for ING Solution 2045.
(18)	The Fund's adviser has entered into a written expense limitation agreement with respect to each Portfolio under which it will limit expenses of the Solutions Portfolios, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by the Fund's adviser within three years. The amount of each Portfolio's expenses that are proposed to be waived or reimbursed in the ensuing fiscal year is shown under the heading Fees and Expenses Waived or Reimbursed. The expense limitation agreement will continue through at least May 1, 2006. For further information regarding the expense limitation agreements, see the Fund's prospectus.
(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 Class I shares of each Portfolio as a ratio of expenses to average daily net assets. With the exception of ING VP Financial Services Portfolio and ING VP Real Estate Portfolio, these estimates are based on each Portfolio'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 Portfolio, has agreed for each Portfolio for the current fiscal year. For ING VP Financial Services Portfolio and ING VP Real Estate Portfolio, which have not had a full year of operations, as of December 31, 2004, expenses are based on estimated amounts for the current fiscal year.
(21)	ING Funds Services, LLC receives an annual administration fee (included in Other Expenses) equal to 0.10% of each 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 Portfolios, excluding interest, taxes, 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 by ING Investments, LLC is shown under the heading Fees and Expenses Waived or Reimbursed. The amount of expenses proposed to be waived during the current fiscal year by ING Investments, LLC for ING VP Financial Services Portfolio and ING VP Real Estate Portfolio, are shown under the heading Fees and Expenses Waived or Reimbursed. For each Portfolio, the expense limits will continue through at least May 1, 2006. 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)	Other Expenses reflect an administrative fee of 0.10% and a service fee of 0.15%. PIMCO has contractually agreed, for the Portfolio's current fiscal year (12/31), to reduce total annual portfolio operating expenses for the Administrative Class shares to the extent they would exceed, due to the payment of Trustees' fees, 0.65% of average daily net assets. Under the Expense Limitation Agreement, which renews annually unless terminated by PIMCO upon 30 days' notice, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit.
(24)	Management fees have been restated to reflect contractual changes to the management fee for the Fund as of February 10, 2005. Previously, the Adviser had waived a portion of its fees so that those fees were retained at the following rate: 0.85%. The fee waiver was effective as of February 10, 2005 but applied as if it had gone into effect on December 1, 2004. If the fee waiver had not been implemented as noted above, actual expenses of the Fund would be as follows: management fee, 0.95%; other expenses, 0.15%; and total operating expenses, 1.10%.
(25)	The Adviser has undertaken to limit Wanger Select's annual expenses to 1.35% of its average net assets. This expense limitation is contractual and will terminate on April 30, 2006.
(26)	Management fees have been restated to reflect contractual changes to the management fee for the Fund as of February 10, 2005. Previously, the Adviser had waived a portion of its fees so that those fees were retained at the following rates: 0.99% of net assets up to $100 million; 0.94% of the next $150 million; and 0.89% of net assets in excess of $250 million. The fee waiver was effective as of February 10, 2005 but applied as if it had gone into effect on December 1, 2004. If the fee waiver had not been implemented as noted above, actual expenses of the Fund would be as follows: management fee, 0.92%; other expenses, 0.08%; and total operating expenses, 1.00%.

*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, contract fees, separate account annual expenses including the annual maintenance fee of $20 (converted to a percentage of assets equal to 0.062%), 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
$833	$1,517	$2,226		$3,514			$324	$990	$1,679	$3,514

*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
$709	$1,145		$1,610		$2,224	$193		$597	$1,027	$2,224

* 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 purchase 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 income phase 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.

Condensed Financial Information

Understanding Condensed Financial Information. In Appendix VI of this prospectus, we provide condensed financial information about the Variable Annuity Account C (the separate account) subaccounts you may invest in through the contract. The numbers show the year-end unit values in each subaccount over the past ten years. For subaccounts that were not available ten years ago, we give a history from the date of first availability.

Investment Options

The contract offers variable investment options and fixed interest options.

Variable Investment Options. These options are called subaccounts. The subaccounts are within Variable Annuity Account C, a separate account of the Company. Each subaccount invests in a specific mutual fund. You do not invest directly in or hold shares in the funds.

Mutual Fund (fund) Descriptions. We provide brief descriptions of the funds in Appendix IV. Investment results of the funds are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. 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. Unless otherwise noted, all funds are diversified as defined under the Investment Company Act of 1940. Please refer to the fund prospectuses for additional information. Fund prospectuses may be obtained, free of charge at the address and telephone number listed in "Contract Overview-Questions: Contacting the Company," by accessing the SEC's website or by contacting the SEC Public Reference Room.

Fixed Interest Options. For descriptions of the fixed interest options, see Appendices I, II and III 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 V 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.

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 sales 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 values that rise and fall more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to risks not associated with domestic investments, and their investment 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 prospectuses, the Guaranteed Interest Account, Fixed Account and Guaranteed Accumulation Account appendices and the Guaranteed Accumulation Account prospectus.

Limits on Availability of Options. Some funds or fixed interest options may be unavailable through your contract or in your state. We may add, withdraw or substitute funds, subject to the conditions in your 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 How Many Investment Options You May Select. You may select no more than 18 investment options during the accumulation phase. Each subaccount, the Fixed Account, and each classification of the Guaranteed Interest Account and Guaranteed Accumulation Account that you select is considered an option, even if you no longer have amounts allocated to it.

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 (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.

It is possible that a conflict of interest may arise due to mixed and/or shared funding, which 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 fund's Board of Directors or Trustees will monitor events to identify any conflicts which may arise and to determine what action, if any, should be taken to address such conflicts.

Transfers Among Investment Options

During the accumulation phase, you may transfer amounts among the available subaccounts. We allow you 12 free transfers each calendar year. We reserve the right to charge $10.00 for each additional transfer. We currently do not impose this charge. 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, II and III. Transfers must be made in accordance with the terms of your contract. You may not make transfers once you enter the income phase. See "The Income Phase."

Transfer Requests. Requests may be made in writing, by telephone or, where applicable, electronically.

Limits on Frequent or Disruptive Transfers. The contract is not designed to serve as a vehicle for frequent trading. Frequent trading can disrupt management of a fund and raise its expenses through: 1) increased trading and transaction costs; 2) forced and unplanned portfolio turnover; 3) lost opportunity costs; and 4) large asset swings that decrease the fund's ability to provide maximum investment return to all contract holders. This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies and make frequent transfers should not purchase the contract.

We monitor transfer activity. With regard to frequent transfers, in the event that an individual's or organization's transfer activity:

1) exceeds our then-current monitoring standard for frequent trading;

2) is identified as problematic by an underlying fund even if the activity does not exceed our monitoring standard for frequent trading; or

3) if we determine in our sole discretion that such transfer activity may not be in the best interests of other contract holders, we will take the following actions to deter such 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, we will also take the following actions, without prior notice: (1) not accepting transfer instructions from an agent acting on behalf of more than one contract holder; and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one contract holder at a time.

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

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

The Company does not allow waivers to the above policy. Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity. If it is not completely successful, fund performance and management may be adversely affected, as noted above.

Value of Transferred Dollars. The value of amounts transferred into or out of the funds will be based on the subaccount unit values next determined after we receive your transfer request in good order at our Home Office.

Telephone and Electronic Transactions: 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.

Purchase

Contracts Available for Purchase. The contracts available for purchase are individual, fixed and variable, deferred annuity contracts. They are intended to qualify under the Tax Code as one of the following:

A traditional Individual Retirement Annuity (IRA) under Tax Code section 408(b); or

A Roth IRA under Tax Code section 408A.

The traditional IRA may be used as a funding option for a Simplified Employee Pension (SEP) plan under Tax Code section 408(k). The contract is not available as a "Simple IRA" as defined in Tax Code section 408(p).

Eligibility. Eligibility to contribute to a traditional IRA on a pre-tax basis or to establish a Roth IRA or to rollover or transfer from a traditional IRA to a Roth IRA depends upon your adjusted gross income.

How to Purchase. Complete the application and submit it and your initial purchase payment to us directly or through your sales representative. An account will not be set up until payment is received.
Acceptance or Rejection of Your Application. We must accept or reject your application within two business days of receipt. If the application is incomplete, we may hold any forms and accompanying purchase payment(s) for five business days. We may hold purchase payments for longer periods pending acceptance of the application only with your permission. If the application is rejected, the application and any purchase payments will be returned to you.

Purchase Payment Methods. Two types of contracts are available:
Installment Purchase Payment Contracts. Under these contracts you agree to make continuing periodic purchase payments each year. Purchase payments must be at least $85 per month or $1,000 annually. Monthly installments must be made by automatic bank check plan.
Single Purchase Payment Contracts. Under these contracts you make a lump-sum transfer of amounts accumulated under a pre-existing plan in accordance with our procedures and minimums in effect at the time of purchase. The minimum purchase payment for a single purchase payment contract is $5,000.

Transfers/Rollovers. Rollovers and direct transfers are permitted from a 401, 403(a), 403(b), or governmental 457(b) arrangement to a traditional IRA. Distributions from these arrangements are not permitted to be transferred or rolled over to a Roth IRA. A Roth IRA can accept transfers/rollovers only from a traditional IRA, subject to ordinary income tax, or from another Roth IRA. We reserve the right not to accept rollover contributions into an existing contract.

Allocating Purchase Payments to the Investment Options. We will allocate your purchase payments among the investment options you select. Allocations must be in whole percentages and there may be limits on the number of investment options you may select. When selecting investment options, you may find it helpful to review the "Investment Options" section.

Factors to Consider in the Purchase Decision. The decision to purchase the contract should be discussed with your financial 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 retirement plan. 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, you should compare the two options carefully, compare the costs associated with each, and identify additional benefits available under this contract. 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 financial professional 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.

Right to Cancel

When and How to Cancel. You may cancel your contract within ten days of receipt (some states require more than ten days) by returning it to our Home Office along with a written notice of cancellation.

Refunds. We will issue you a refund within seven calendar days of our receipt of your contract and written notice of cancellation. Your refund will equal all purchase payments made.

If the purchase payments for your cancelled contract came from a rollover from another contract issued by us or one of our affiliates where an early withdrawal charge was reduced or eliminated, the purchase payments will be restored to your prior contract.

	Fees

Types of Fees There are five types of fees or deductions which may affect your account: Transaction Fees Early Withdrawal Charge Annual Maintenance Fee Transfer Charge Redemption Fees Fees Deducted from Investments in the Separate Account Mortality and Expense Risk Charge Administrative Expense Charge Fund Fees and Expenses Premium and Other Taxes ING GET Fund Guarantee Charge
	The following repeats and adds to information provided in the "Fee Table" section. Please review both sections for information on fees.

	Transaction Fees

	Early Withdrawal Charge

	Withdrawals of all or a portion of your account value 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.

	Amount. The charge is a percentage of the amount that you withdraw. The percentage will be determined by the early withdrawal charge schedule that applies to your contract. The schedules are listed below and appear on your contract schedule page. The charge will never be more than 8 1/2% of your total purchase payments to the contract.

	Purpose. This is a deferred sales charge. It reimburses us for some of the sales and administrative expenses associated with your 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.


	Installment Purchase Payment Contracts. Under installment purchase payment contracts, you agree to make a certain number of purchase payments each year. The early withdrawal charge percentage will be based on the number of completed purchase payment periods. A purchase payment period is the period of time it takes to make the number of installment purchase payments you agreed to make each year. For example, if you agree to make payments monthly, a purchase payment period would consist of 12 purchase payments. If only 11 purchase payments are made, the purchase payment period is not completed until the twelfth purchase payment is made. The number of completed purchase payment periods may not exceed the number of completed account years, regardless of the number of purchase payments made.

	Installment Purchase Payment Contract Schedule
	Completed Purchase Payment Periods Less than 5 5 or more but less than 7 7 or more but less than 9 9 or more but less than 10 10 or more	Early Withdrawal Charge 5% 4% 3% 2% 0%

Single Purchase Payment Contracts. The following early withdrawal charge schedule applies to withdrawals from single purchase payment contracts.

Single Purchase Payment Contract Schedule
Completed Contract Years Less than 5 5 or more but less than 6 6 or more but less than 7 7 or more but less than 8 8 or more but less than 9 9 or more	Early Withdrawal Charge 5% 4% 3% 2% 1% 0%

Waiver. The early withdrawal charge is waived if the amount withdrawn is due to one or more of the following:

Used to provide income phase payments to you;

Paid due to your death;

Withdrawn under a systematic distribution option - see "Systematic Distribution Options";

Withdrawn on or after the tenth anniversary of the effective date of an installment purchase payment contract;

Paid upon a full withdrawal where your account value is $2,500 or less and no part of the account has been withdrawn during the prior 12 months;

Withdrawn in part or in full from an installment purchase payment contract provided you are at least 59 1/2 and nine purchase payment periods have been completed; or

Withdrawn in an amount of 10% or less of your account value, provided you are between the ages of 59 1/2 and 70 1/2. This waiver applies only to the first partial withdrawal in each calendar year and does not apply to full withdrawals. The 10% amount will be calculated using your account value as of the date the request is received in good order at our Home Office. When a systematic distribution option is selected, this provision includes any amounts paid under that election.

Reduction or Elimination. In addition to the specific waivers described above, we may reduce or eliminate the early withdrawal charge if we anticipate savings on our administrative expenses due to any of the following:

The size and type of the group to whom the contract is offered;

The amount of expected purchase payments; or

A prior or existing relationship with the Company such as being an employee of the Company or one of its affiliates, receiving distributions or making transfers from other contracts issued by us, or transferring amounts held under qualified retirement plans sponsored by us or any of our affiliates.

We will not unfairly discriminate against any person if we reduce or eliminate the early withdrawal charge. Any reduction or elimination will be subject to state approval.

Annual Maintenance Fee

Maximum Amount. $20.00 for installment purchase payment contracts. $0.00 for single purchase payment contracts.

When/How. Each year during the accumulation phase we deduct this fee on your contract anniversary. It is deducted on a pro rata basis from each subaccount and fixed interest option in which you have an interest.

Purpose. This fee reimburses us for our administrative expenses related to establishment and maintenance of your account.

Reduction or Elimination. We may reduce or eliminate the maintenance fee if we anticipate savings on our administrative expenses for the sale because of one or more of the following:

The size and type of group to whom the contract is offered; or

The amount of expected purchase payments.

We will not unfairly discriminate against any person if we reduce or eliminate the maintenance fee. Any reduction or elimination of this fee will be done according to our own rules in effect at the time an application for a contract is approved. We reserve the right to change these rules from time to time.

Transfer Charge

Amount. $0.00

When/How. During the accumulation phase we currently allow you 12 free transfers each calendar year. We reserve the right, however, to charge $10 for each additional transfer. We currently do not impose this charge.

Purpose. This charge reimburses us for administrative expenses associated with transferring your dollars among investment options.

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 contract value.

Fees Deducted from Investments in the Separate Account

Mortality and Expense Risk Charge

Maximum Amount. This charge, on an annual basis, is equal to 1.25% of your account value invested in the subaccounts.

When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select. We do not deduct this charge from any fixed interest option. This charge is deducted during the accumulation phase and the income phase.

Purpose. This charge 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 income phase payments based on annuity rates specified in the contract.

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

If the amount we deduct for this charge is not enough to cover our mortality costs and expenses under the contract, 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 charge.

Administrative Expense Charge

Amount. $0.00

We currently do not impose this charge. We reserve the right, however, if allowed by your contract, to charge up to 0.25% annually of your account value invested in the subaccounts.

When/How. If imposed, we deduct this charge daily from the subaccounts corresponding to the funds you select. We do not deduct this charge from the fixed interest options. This charge may be assessed during the accumulation phase and/or the income phase. If we are imposing this charge when you enter the income phase, the charge will apply to you during the entire income phase.

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

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.

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 ten 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) Lord Abbett Funds

5) Calvert Funds

6) Franklin Templeton Investments

7) Pioneer Investments

8) Alliance Capital Management L.P.

9) PIMCO Funds

10) Columbia Wanger Asset Management, L.P.

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.

Certain funds may be structured as "fund of funds" (including the ING Solutions portfolios). These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities. The Fund Expense Table included in the "Fee Table" section reflects the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds. These funds are identified in the "Fund Expense Table" and on the front of this prospectus.

Premium and Other Taxes

Maximum Amount. Some states and municipalities charge a premium tax on annuities. These taxes currently range from 0% to 4%, depending upon the jurisdiction.

When/How. We reserve the right to deduct premium taxes from your account value or from your purchase payments to the account at any time, but not before there is a tax liability under state law. For example, we may deduct premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes in our income phase payment rates when you commence income phase payments. We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an expense in our annuity purchase rates.

In addition, we reserve 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."

Your Account Value

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

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

The current dollar value of amounts invested in the fixed interest options, including interest earnings to date.

Subaccount Accumulation Units. When you select a fund 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 expense charge (if any). We discuss these deductions in more detail in "Fee Table" and "Fees."

Valuation. We determine the AUV every normal 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's units at the preceding valuation; minus

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

The net investment rate may be either positive or negative.

Hypothetical Illustration. As a hypothetical illustration, assume that your initial purchase payment to a qualified contract is $5,000 and you direct us to invest $3,000 in Fund A and $2,000 in Fund B. Also assume that on the day we receive the purchase payment the applicable AUVs after the next close of business of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time) are $10 for Subaccount A and $20 for Subaccount B. Your account is credited with 300 accumulation units of Subaccount A and 100 accumulation units of Subaccount B.

Step 1: You make an initial purchase payment of $5,000.
		$5,000 Purchase Payment
		Step 1 â
Step 2:	ING Life Insurance and Annuity Company
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 100 accumulation units of Subaccount B ($2,000 divided by the current $20 AUV). Step 3: The separate account purchases shares of the applicable funds at the then current market value (net asset value or NAV).		Step 2 â
	Variable Annuity Account C
	Subaccount A 300 accumulation units			Subaccount B 100 accumulation units		Etc.
	â		Step 3		â
	Mutual Fund A				Mutual Fund B

Each 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 your initial purchase payment is directed to the subaccounts, it will purchase subaccount accumulation units at the AUV next computed after our acceptance of your application as described in "Purchase." Subsequent purchase payments or transfers directed to the subaccounts will purchase subaccount accumulation units at the AUV next computed following our receipt of the purchase payment or transfer request in good order. The value of subaccounts may vary day to day.

Withdrawals

You may withdraw all or a portion of your account value at any time during the accumulation phase. Steps for Making a Withdrawal 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 Interest Account (with reduced interest yield), the Fixed Account, and the Guaranteed Accumulation Account (plus or minus any applicable market value adjustment), minus any applicable early withdrawal charge and annual maintenance fee. (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 adjusted by any applicable early withdrawal charge and any positive or negative market value adjustment for amounts withdrawn from the Guaranteed Accumulation Account or a reduced interest yield from the Guaranteed Interest Account. Select investment options. If you do not specify, we will withdraw dollars proportionally from each of your investment options. Properly complete a disbursement form and submit it to our Home Office. See Appendices I, II, III and the Guaranteed Accumulation Account prospectus for more information about withdrawals from the fixed interest options.			Taxes, Fees and Other Deductions Amounts withdrawn may be subject to one or more of the following: Early Withdrawal Charge See "Fees-Early Withdrawal Charge" Annual Maintenance Fee See "Fees-Annual Maintenance Fee" Market Value Adjustment See Appendix III and the Guaranteed Accumulation Account prospectus Redemption Fees See "Fees-Redemption Fees" Tax Penalty See "Taxation" Tax Withholding See "Taxation" To determine which may apply, refer to the appropriate sections of this prospectus, contact your sales representative or call us at the number listed in "Contract Overview-Questions: Contacting the Company."
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 as of the next valuation after we receive a request for withdrawal in good order at our Home Office, or on such later date as you specify on the disbursement form.

Delivery of Payment. Payments for withdrawal requests will be made in accordance with SEC requirements. Normally, your withdrawal amount will be sent no later than seven calendar days following our receipt of your disbursement form in good order.

Reinvesting a Full Withdrawal. Within 30 days after a full withdrawal, if allowed by law and the contract, you may elect to reinvest all or a portion of your withdrawal. We must receive any reinvested amounts within 60 days of the withdrawal. We reserve the right, however, to accept a reinvestment election received more than 30 days after the withdrawal and accept proceeds received more than 60 days after the withdrawal. We will credit your 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 annual maintenance fees and early withdrawal charges imposed at the time of withdrawal. We will deduct from the amounts reinvested any annual maintenance fee which fell due after the withdrawal and before the reinvestment. 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. The reinvestment privilege may be used only once. Special rules may apply to reinvestments of amounts withdrawn from the Guaranteed Interest Account and the Guaranteed Accumulation Account see Appendices I and III). We will not credit your account for market value adjustments that we deducted at the time of your withdrawal from the Guaranteed Accumulation Account. Seek competent advice regarding the tax consequences associated with reinvestment.

		Systematic Distribution Options


Features of a Systematic Distribution Option A systematic distribution option allows you to receive regular payments from the contract, without moving into the income phase. By remaining in the accumulation phase, you retain certain rights and investment flexibility not available during the income phase.		These options may be exercised at any time during the accumulation phase of the contract. 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 a payment method you select. Consider this option if you would like a periodic income while retaining investment flexibility for amounts accumulated in the account. 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 generally at age 70 1/2 and pay you that amount once a year. ECO is not available under Roth IRA contracts. An early withdrawal charge will not be deducted from and a market value adjustment will not be applied to any part of your account value paid under an ECO.

Other Systematic Distribution Options. We may add additional systematic distribution options from time to time. You may obtain additional information relating to any of the systematic distribution options from your sales representative or by calling us at the number listed in "Contract Overview-Questions: Contacting the Company."

Systematic Distribution Options Availability. If allowed by applicable law, we may discontinue the availability of one or more of the systematic distribution options for new elections at any time, and/or change the terms of future elections.

Eligibility for a Systematic Distribution Option. To determine if you meet the age and account value criteria and to assess terms and conditions that may apply, contact your sales representative or call us at the number listed in "Contract Overview-Questions: Contacting the Company."

Terminating a Systematic Distribution Option. You may revoke a systematic distribution option at any time by submitting a written request to our Home Office. ECO, once revoked, may not, unless allowed under the Tax Code, be elected again.

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 "Fees" and "Fee Table" sections. Taking a withdrawal under a systematic distribution option may have tax consequences. If you are concerned about tax implications, consult a qualified tax adviser before electing an option.

Death Benefit

During the Accumulation Phase. The contract provides a death benefit in the event of your death during the accumulation phase. Who Receives the Death Benefit Proceeds? If you would like certain individuals to receive the death benefit when it becomes payable, you may name them as your beneficiaries. If you die and no beneficiary exists, the death benefit will be paid in a lump sum to your estate.		This section provides information about the death benefit during the accumulation phase. For death benefit information applicable to the income phase, see "The Income Phase."

Designating Your Beneficiary. You may designate a beneficiary on your application or by contacting your sales representative or by calling us at the number listed in "Contract Overview-Questions: Contacting the Company."

Death Benefit Amount. The amount of the death benefit is equal to your account value as of the next time we value your account following the date on which we receive proof of your death and a payment request in good order. In addition to this amount, some states require we pay interest on amounts invested in fixed interest options, calculated from date of death at a rate specified by state 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 III and in the Guaranteed Accumulation Account prospectus. For amounts held in the Guaranteed Interest Account, the full annual guaranteed interest rate will be credited.

Death Benefit Payment Options. Unless otherwise requested, we will mail payment to the beneficiary within seven calendar days after we receive proof of death and payment request acceptable to us. If allowed by the Tax Code, the designated beneficiary may elect to have the death benefit proceeds paid in any one of the following ways:
Lump-sum payment;
Payment in accordance with any of the available income phase payment options (see "The Income Phase"); or
If the beneficiary is your spouse, payment in accordance with any of the available systematic distribution options (see "Systematic Distribution Options").
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 on this account may be less than under other settlement options available under the contracts.
The following options are also available to the beneficiary, however, the Tax Code limits how long the death benefit proceeds may be left in these options:
Leave the account value invested in the contract; or
For certain contracts, leave the account value on deposit in the Company's general account, and receive monthly, quarterly, semi-annual or annual interest payments at the interest rate then being credited on such deposits. The beneficiary can withdraw the balance on deposit at any time or request to receive income payments in accordance with any of the available income phase payment options. See "The Income Phase."

Taxation. 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.

		The Income Phase

We may have used the following terms in prior prospectuses: Annuity Phase-Income Phase Annuity Option-Income Phase Payment Option Annuity Payment-Income Phase Payment Annuitization-Initiating Income Phase Payments		During the income phase you stop contributing dollars to the contract and start receiving payments from your accumulated account value.
		Initiating Income Phase 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;
		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 subaccounts and an assumed net investment rate (only if variable payments are elected).

Your account will continue in the accumulation phase until you properly initiate income phase payments. Once an income phase payment option is selected, it may not be changed.

What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments include your age (or adjusted age under some contracts), gender, account value, the income phase payment option selected, the number of guaranteed payments selected (if any), and whether you select fixed, variable or a combination of both fixed and variable income phase payments and, for variable payments, the assumed net investment rate selected.

Fixed Payments. Amounts funding fixed income phase payments will be held in the Company's general account. The amount of fixed payments does not vary with investment performance over time.

Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s) you select. Not all subaccounts available during the accumulation phase will necessarily be available during the income phase. Payment amounts will vary depending upon investment performance of the subaccounts you select. For variable payments, you must also select an assumed net investment rate.

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 you 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, call us for a copy of the SAI. See "Contract Overview-Questions: Contacting the Company."

Selecting Subaccounts. The subaccounts currently available during the income phase are: the ING VP Growth and Income Portfolio (Class I), the ING VP Intermediate Bond Portfolio (Class I) and the ING VP Balanced Portfolio, Inc. (Class I). Prior to selecting a subaccount review the prospectus of each of these funds. You may not transfer among subaccounts during the income phase.

Minimum Payment Amounts. The income phase payment option you select must result in one 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 will receive one lump-sum payment.

Restrictions on Start Dates and the Duration of Payments. When income phase payments start, the age of the annuitant (defined below) plus the number of years for which income phase payments are guaranteed must not exceed 95. Certain tax rules may also limit length of income phase payments. For Roth IRAs these minimum distribution rules do not apply. See "Taxation."

Regardless of your income phase payment start date, your income phase payments will not begin until you have selected an income phase payment option. Failure to select an income phase payment option may have adverse tax consequences. You should consult with a qualified tax adviser if you are considering this course of action.

Charges Deducted. When you select an income phase payment option (one of the options listed in the tables immediately below), 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. For variable options under which we do not assume a mortality risk, we may make a larger profit than under other options. We may also deduct a daily administrative expense charge from amounts held in the subaccounts. See "Fees."

Death Benefit During the Income Phase. The death benefits that may be available to a beneficiary are outlined in the "Income Phase Payment Options" table below. If a lump-sum payment is due as a death benefit, payment will be sent within seven calendar days following our receipt of proof of death and the payment request in good order at our Home Office. Any death benefit payable must be distributed to the beneficiary at least as rapidly as under the method of distribution in effect on the date of death.

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. he beneficiary may access death benefit proceeds at any time through the checkbook without penalty. Interest credited on this account may be less than under other settlement options available under the contracts.

Calculation of Death Benefit. We will calculate the value of any death benefit at the next valuation after we receive proof of death acceptable to us and the payment request in good order. Such value will be reduced by any payments made after the date of death.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the Tax Code. Additionally, when selecting an income phase payment option, the Tax Code requires that your expected payments will not exceed certain durations. See "Taxation" for additional information.

Income Phase Payment Options

The following table lists the income phase payment options and accompanying death benefits available during the income phase. We may offer additional income phase payment options under the contract from time to time. Once income phase payments begin, the income phase payment option selected may not be changed.

Terms to Understand:

Annuitant(s): The person(s) on whose life expectancy(ies) the income phase payments are based.

Beneficiary(ies): The person(s) or entities entitled to receive a death benefit under the contract.

Lifetime Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be made if the annuitant dies 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 payments guaranteed for your choice of 5, 10, 15 or 20 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 the beneficiary elects 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 if both annuitants die before the second payment's due date. Continuing Payments: When you select this option you choose for either: (a) 100%, 66²/₃% 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 will continue to the second annuitant on the annuitant's death. Death Benefit-None: All payments end upon 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 ten or more years as 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 the beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.
Nonlifetime Payment Option
Nonlifetime - Guaranteed Payments*	Length of Payments: You may select payments for 3 through 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 the beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments. We will not impose any early withdrawal charge.
Lump-Sum Payments: 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 lump 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. See "Fees-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 purchase payments are made. Calculation of Lump-Sum Payments. If a lump-sum payment is available to a beneficiary or to you under the income phase payment options listed in the table 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 payments (i.e., the actual fixed rate used for the 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.

Taxation

*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; and We do not make any guarantee about the tax treatment of the contract or any transactions involving the contract.		In This Section Introduction Taxation of Gains Prior to Distribution Investor Control Contract Type Withdrawals and Other Distributions Taxation of Distributions 10% Penalty Tax Withholding for Federal Income Tax Liability Required Minimum Distributions Assignment or Transfer of
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.		Contracts Possible Changes in Taxation Taxation of the Company
		When consulting a tax adviser, be certain that he or she has expertise
Taxation of Gains Prior to Distribution		in the Tax Code sections applicable to your tax concerns
You generally will not pay taxes on any earnings from the annuity contracts described in this prospectus until they are withdrawn. Traditional IRAs under Tax Code Sections 408(b) and 408(k) also generally defer payment of taxes until there is a withdrawal or distribution. Section 408A Roth IRAs are not taxed upon a withdrawal or distribution if certain conditions are satisfied. See "Withdrawals and Other Distributions" later in this "Taxation" section for a discussion of how distributions under the various types of arrangements are taxed. Because you are considering an annuity for your IRA, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by the IRA itself. However, annuities do provide other features and benefits which may be valuable to you. You should discuss your decision with your financial representative.


*Investor Control* Although earnings under the contracts are generally not taxed until withdrawn, the Internal Revenue Service (IRS) has stated in published rulings that a variable contract owner will be considered the owner of separate account assets if the contract 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 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 contract holder from being considered the federal tax owner of a pro rata share of the assets of the separate account.

Contract Type

The contract is designed for use with certain retirement arrangements that qualify under Tax Code sections 408(b), 408(k) or 408A.

Tax Code section 408(b) permits eligible individuals to contribute to a traditional IRA on a pre-tax (deductible) basis. Employers may establish SEP plans under Tax Code section 408(k) and contribute to a traditional IRA owned by the employee. Tax Code section 408A permits eligible individuals to contribute to a Roth IRA on an after-tax (nondeductible) basis.

The Contract. You 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.

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, exchanges and death benefit proceeds.

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

Taxation of Distributions

408(b) IRAs. All distributions from a traditional IRA, including a SEP under Tax Code section 408(k), are taxed as received unless either one of the following is true:

The distribution is rolled over to a plan eligible to receive rollovers or to another traditional IRA in accordance with the Tax Code; or

You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

408A Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is a distribution:

Made after the five-taxable year period beginning with the first taxable year for which a contribution was made; and

Made after you attain age 59 1/2, die, become disabled as defined in the Tax Code, or for a qualified first-time home purchase.

If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. A partial distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings.

Taxation of Death Benefit Proceeds. In general, payments received by your beneficiaries after your death are taxed in the same manner as if you had received those payments.

10% Penalty Tax

Under certain circumstances, the Tax Code may impose a 10% penalty tax on the taxable portion of any distribution from a 408(b) or 408A arrangement.

The 10% penalty tax applies to the taxable portion of a distribution unless certain exceptions apply including one or more of the following:

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;

The distribution is rolled over in accordance with the Tax Code;

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;

The distribution equals unreimbursed medical expenses that qualify for a deduction as specified in the Tax Code;

The distribution is used to pay for health insurance premiums for certain unemployed individuals;

The amount withdrawn is for a qualified first-time home purchase; or

The amount withdrawn is for qualified higher education expenses.

These exceptions also apply to a distribution from a Roth IRA that is not a qualified distribution or from a rollover to a Roth IRA that is not a qualified rollover contribution.

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 your designated beneficiary may elect not to have tax withheld from distributions.

Non-resident Aliens. If you or your designated beneficiary are 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. The requirements do not apply to Roth IRA contracts except with regard to death benefits. 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 from a traditional IRA or SEP by April 1 of the calendar year following the calendar year in which you attain age 70 1/2.

Time Period. We must pay out the entire interest by the state date or begin paying out distributions from the contract over 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 IRS regulations.

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. The following rules apply to 408(b), 408(k) and 408A arrangements. Different distribution requirements apply if your death occurs:

On or after the date 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 the distributions begin by December 31 of the calendar year following the calendar year of your death, and you have named a designated beneficiary, then payments may be made over 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, distributions must begin by 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.

Special Rule for IRA Spousal Beneficiaries. In lieu of taking a distribution under these rules, a spousal beneficiary may elect to treat the account as his or her own IRA. In such case, the surviving spouse will be able to make contributions to the account, make rollovers from the account, and defer taking a distribution until his or her own start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to or from the account, makes additional contributions to the account, or fails to take a distribution within the required time period.

Assignment or Transfer of Contracts

Adverse tax consequences may result if you assign or transfer your interest in the contract to persons other than your spouse incident to a divorce or separate maintenance decree. Anyone contemplating such an assignment or transfer should contact a qualified tax adviser regarding the potential tax effect of such a transaction.

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 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. 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.

Contract Distribution

General. Our 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 contract 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. ING Barings Corp. ING Direct Funds Limited	Guaranty Brokerage Services, Inc. ING America Equities, Inc. ING DIRECT Securities, Inc. ING Financial Partners, Inc. ING Funds Distributor, Inc. 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 range up to 7% of all amounts contributed to a contract. The Company may also pay asset-based service fees ranging up to 0.50%.
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 7% 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.

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.
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 application materials.

Other Topics

The Company
We issue the contracts described in this prospectus and are 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

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

The separate account is divided into subaccounts. The 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.

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:

On any valuation date when the New York Stock Exchange is closed (except customary holidays or weekends or when trading on the New York Stock Exchange is restricted);

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 determine the value of the subaccount's assets; or

During any other periods the SEC permits 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.

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 ten-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 deduction of all recurring charges during each period (i.e., maintenance fee (if any), mortality and expense risk charges, administrative expense 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 may include returns that do not reflect the deduction of any applicable early withdrawal charge. Some non-standardized returns may also exclude the effect of a maintenance fee. 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. 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) you are entitled to direct will be determined as of the record date set by any fund you invest in through the subaccounts.

During the accumulation phase the number of votes is equal to the portion of your 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.

Contract Modification

We may modify the contract when we deem an amendment appropriate by providing you written notice 30 days before the effective date of the change. The most likely reason for a change to the contract would be to ensure compliance with applicable law. Certain changes will require the approval of appropriate state or federal regulatory authorities.

Involuntary Terminations

Subject to state regulatory approval, following the completion of two contract years in which no purchase payments have been made, the Company reserves the right to pay your full account value to you if that value is less than $1,500, provided the Company gives you 90 days written notice. Such account value paid may not utilize the reinvestment privilege. The full account value payable to you will not be reduced by any early withdrawal charge, and amounts withdrawn from the Guaranteed Interest Account, if applicable, will not receive a reduced rate of interest. Amounts withdrawn from the Guaranteed Interest Account will receive a guaranteed effective annual yield to the date of contract termination as if the amounts had remained in the Guaranteed Interest Account until the end of a guaranteed term see Appendix I). Amounts withdrawn from the Guaranteed Accumulation Account will receive the greater of (a) the aggregate MVA amount from all guaranteed terms prior to the end of those terms; or (b) the applicable portion of your account value in the Guaranteed Accumulation Account. This provision does not apply if you have initiated income phase payments.

Regulatory Matters

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 contracts.

ING Financial Advisers, LLC, the principal underwriter and distributor of the contracts (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 a material adverse effect on its ability to distribute the contracts.

Contents of the Statement of Additional Information

The Statement of Additional Information (SAI) 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 Company at the number listed in "Contract Overview-Questions: Contacting the Company."

Appendix I

Guaranteed Interest Account

(availability subject to regulatory approval)

The Guaranteed Interest Account (GIA) is an investment option available during the accumulation phase. Amounts allocated to GIA are held in a nonunitized separate account of the Company, as described below.

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

Overview. Amounts that you invest in GIA will earn a guaranteed interest rate if amounts are left in GIA for the specified period of time. Interest is credited daily at a rate that will provide the guaranteed effective yield by the end of the stated period of time. If amounts are withdrawn or transferred before the end of a stated period of time (except if pursuant to the Company's termination of the contract, see "Other Topics-Involuntary Terminations"), we will pay a reduced rate of interest, but never less than the minimum stated in the contract.

During a stated period, you may apply all or a portion of your account value to any or all available guaranteed terms within the short-term and long-term classifications.

Short-Term Classification-Three years or less

Long-Term Classification-Ten years or less, but greater than three years

As a guaranteed term matures, assets accumulating under GIA may be (a) transferred to a new guaranteed term, (b) transferred to the other available investment options, or (c) withdrawn. Amounts withdrawn may be subject to an early withdrawal charge and/or tax liabilities.

Allocations to a Nonunitized Separate Account of the Company. Amounts allocated to long-term classifications of GIA, and amounts allocated to short-term classifications of GIA will be deposited in a nonunitized separate account. To the extent provided in the contract, the assets of the separate account are not chargeable with liabilities resulting from any other business of the Company. Income, gains and losses of the separate account are credited to or charged against the separate account without regard to other income, gains or losses of the Company.

Mortality and Expense Risk Charge. We make no deductions from the credited interest rate for mortality and expense risks; these risks are considered in determining the credited interest rate.

Transfers. Transfers are permitted from guaranteed terms of one classification to available guaranteed terms of another classification. We will apply a reduced rate of interest to amounts transferred prior to the end of a guaranteed term. Transfers of GIA values due to a maturity are not subject to a reduced rate of interest.

Income Phase. By notifying us at least 30 days before income phase payments begin, you may elect to have amounts that have been accumulating under GIA transferred to one or more of the subaccounts currently available during the income phase to provide variable income phase payments. GIA cannot be used as an investment option during the income phase.

Reinvestment Privilege. Any amounts reinvested in GIA will be applied to the current deposit period. Amounts are proportionately reinvested to the classifications in the same manner as they were allocated before the withdrawal.

Appendix II Fixed Account


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

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. 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. Among other factors, the safety of the interest rate guarantees depends upon the claims-paying ability of the Company.
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.

Withdrawals. Under certain emergency conditions, we may defer payment of any withdrawal for a period of up to six months or as provided by federal law. Additionally, if allowed by state law, we may pay withdrawals in equal payments with interest, over a period not to exceed 60 months when:
(a)	The amount held in the Fixed Account under the contract exceeds $250,000 on the day prior to the current withdrawal ($500,000 for contracts issued prior to August 1988); or
(b)	The sum of the current Fixed Account withdrawal and total of all Fixed Account withdrawals within the past 12 calendar months exceeds 20% of the amount in the Fixed Account on the day before the current withdrawal.

During the payment period, the interest rate credited to amounts held in the Fixed Account will be determined in the manner set forth in the contract. In no event will the interest rate be less than the guaranteed minimum stated in the contract.

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."

Transfers. During the accumulation phase, you may transfer account dollars from the Fixed Account to any other available investment option. We may vary the dollar amount that you are allowed to transfer, but it will never be less than 10% of your account value held in the Fixed Account.

Additionally, your account value remaining in the Fixed Account may be transferred in its entirety to any other investment option if one of the following applies:
(a)	Your account value in the Fixed Account is $2,000 or less; or
(b)	You transferred the maximum amount allowed from the Fixed Account in each of the last four consecutive calendar years and no additional payments have been allocated to the Fixed Account during that same time period.

Income Phase. By notifying us at least 30 days before income phase 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. The Fixed Account is not available as an investment option during the income phase.

Appendix III

Guaranteed Accumulation Account

(offered in New York only)

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 sales representative or our Home Office 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 that 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. To have a particular interest rate and guaranteed term apply to your account dollars, you must invest them during the deposit period for 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;"

Early Withdrawal Charge. See "Fees;" and

Maintenance Fee. 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 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 sales representative or our Home Office to learn the details about the guaranteed terms are 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 appendix.

Transfers. 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.

The Income Phase. The Guaranteed Accumulation Account cannot 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 income phase payment option and to transfer your Guaranteed Accumulation Account dollars to any of the subaccounts available during the income phase.

Reinvestment Privilege. 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. Your account value will not be credited for any negative MVA that was deducted at the time of withdrawal.

Appendix IV

Description of Underlying Funds

List of Fund Name Changes

Current Fund Name	Former Fund Name
ING Partners, Inc. - ING American Century Large Company Value Portfolio	ING Partners, Inc. - ING Salomon Brothers Investors Value Portfolio
ING Partners, Inc. - ING Fundamental Research Portfolio	ING Partners, Inc. - ING Aeltus Enhanced Index Portfolio
ING VP Intermediate Bond Portfolio	ING VP Bond Portfolio

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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.
AllianceBernstein Variable Products Series Fund, Inc. - AllianceBernstein Growth and Income Portfolio (Class A Shares)	Alliance Capital Management L.P.	Seeks reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying common stocks of good quality. Invests primarily in dividend-paying common stocks of large, well-established "blue chip" companies.
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.
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).

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
FidelityÒ Variable Insurance Products - FidelityÒ VIP Growth Portfolio (Initial Class)	Fidelity Management & Research Company Subadviser: FMR Co., Inc.	Seeks to achieve capital appreciation. Normally invests primarily in common stocks of companies the investment adviser believes have above-average growth potential (often called "growth" stocks).
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).
ING Partners, Inc. - ING American Century Large Company Value Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: American Century Investment Management, Inc. (American Century)	Seeks long-term capital growth; income is a secondary objective. Under normal market conditions, invests at least 80% of its assets in equity securities of large capitalization companies. American Century considers large capitalization companies to be companies in the Russell 1000 Index. Under normal market conditions, intends to keep at least 80% of assets in U. S. equity securities at all times, including common stock, preferred stock, and equity-equivalent securities, such as debt securities and preferred stock convertible into common stock, and stock or stock index futures contracts.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. - ING American Century Small Cap Value Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: American Century Investment Management, Inc. (American Century)	Seeks long-term growth of capital; income is a secondary objective. Under normal circumstances, invests at least 80% of net assets in equity securities of small-capitalization companies. American Century considers small-capitalization companies to include those with a market capitalization no larger than that of the largest company in the S&P SmallCap 600 Index or the Russell 2000 Index. Under normal market conditions, intends to keep at least 80% of assets in U. S. equity securities at all times, including common stock, preferred stock, and equity-equivalent securities, such as debt securities and preferred stock convertible into common stock, and stock or stock index futures contracts.
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 Partners, Inc. - ING Fundamental Research Portfolio (Service Class)	ING Life Insurance and Annuity Company 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. Prior to July 5, 2005, invests at least 80% of assets in stocks included in the S&P 500 Index. Effective July 5, 2005, will invest at least 65% of total assets in common stocks and securities convertible into common stocks. May invest principally in common stocks having significant potential for capital appreciation emphasizing stocks of larger companies. May also invest a portion of assets in stocks of mid-sized companies, and up to 25% of assets in stocks of foreign issuers, depending upon market conditions. May also invest in derivative instruments.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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 Goldman SachsÒ Capital Growth Portfolio* (Service Class) * Goldman SachsÒ is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co.	ING Life Insurance and Annuity Company Subadviser: Goldman Sachs Asset Management, L.P. (GSAM)	Seeks long-term growth of capital. Invests, under normal circumstances, at least 90% of total assets in equity investments that are considered by GSAM to have long-term capital appreciation potential.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. - ING JPMorgan Mid Cap Value Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: J.P. Morgan Investment Management Inc.	Seeks growth from capital appreciation. A nondiversified Portfolio that invests primarily (at least 80% of net assets under normal circumstances) in a broad portfolio of common stocks of companies with market capitalizations of $1 billion to $20 billion at the time of purchase that the subadviser believes to be undervalued. May invest in other equity securities, which include preferred stocks, convertible securities and foreign securities, which may take the form of depository receipts. Also may use derivatives.
ING Investors Trust - ING Julius Baer Foreign Portfolio (Class S Shares)	Directed Services, Inc. Subadviser: Julius Baer Investment Management, LLC	Seeks long-term growth of capital. Under normal conditions, invests in a wide variety of international equity securities issued through the world, normally excluding the United States. Normally invests at least 80% of its assets in equity securities tied economically to countries outside the United States.
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 Investors Trust - ING MFS Total Return Portfolio (Class S shares)	Directed Services, Inc. Subadviser: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Secondarily seeks reasonable opportunity for growth of capital and income. Invests in a combination of equity and fixed income securities.
ING Partners, Inc. - ING OpCap Balanced Value Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: OpCap Advisors LLC	Seeks capital growth, and secondarily, investment income. Under normal market conditions, invests at least 25% of total assets in equity securities, including common stocks and preferred stocks and expects to have between 50% to 75% of total assets invested in equities. Also invests at least 25% of total assets in fixed-income senior securities including bonds, debentures, notes, participation interests in loans, convertible securities and U.S. government securities.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.
ING Partners, Inc. - ING Salomon Brothers Aggressive Growth Portfolio (Service 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).

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. - ING Salomon Brothers Fundamental Value Portfolio (Service Class)	ING Life Insurance and Annuity Company Subadviser: Salomon Brothers Asset Management Inc	Seeks capital appreciation. A nondiversified Portfolio that invests primarily in common stocks and common stock equivalents, such as preferred stocks and securities convertible into common stocks, of companies the subadviser believes are undervalued in the marketplace. Generally invests in securities of large, well-known companies, but may also invest a significant portion of assets in securities of small to medium-sized companies when the subadviser believes smaller companies offer more attractive value opportunities.
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 Solution 2015 Portfolio (Service Class)	ING Life Insurance and Annuity Company	Until the day prior to the Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2015. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. Invests in a combination of Underlying Funds which are active and passive U.S. stock, international stock, U.S. bond and other fixed-income investments using asset allocation strategies designed for investors expecting to retire around the year 2015. Subject to SEC approval, may also invest a portion of its assets in insurance company fixed contracts.
ING Partners, Inc. - ING Solution 2025 Portfolio (Service Class)	ING Life Insurance and Annuity Company	Until the day prior to the Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2025. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. Invests in a combination of Underlying Funds which are active and passive U.S. stock, international stock, U.S. bond and other fixed-income investments using asset allocation strategies designed for investors expecting to retire around the year 2025. Subject to SEC approval, may also invest a portion of its assets in insurance company fixed contracts.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. - ING Solution 2035 Portfolio (Service Class)	ING Life Insurance and Annuity Company	Until the day prior to the Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2035. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. Invests in a combination of Underlying Funds which are active and passive U.S. stock, international stock, U.S. bond and other fixed-income investments using asset allocation strategies designed for investors expecting to retire around the year 2035.
ING Partners, Inc. - ING Solution 2045 Portfolio (Service Class)	ING Life Insurance and Annuity Company	Until the day prior to the Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2045. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. Invests in a combination of Underlying Funds which are active and passive U.S. stock, international stock, U.S. bond and other fixed-income investments using asset allocation strategies designed for investors expecting to retire around the year 2045.
ING Partners, Inc. - ING Solution Income Portfolio (Service Class)	ING Life Insurance and Annuity Company	Seeks to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement. Invests in a combination of Underlying Funds which are active and passive U.S. stock, international stock, U.S. bond and other fixed-income investments using asset allocation strategies designed for investors expecting to retire soon or are already retired. Subject to SEC approval, may also invest a portion of its assets in insurance company fixed contracts.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Investors Trust - ING T. Rowe Price Equity Income Portfolio (Class S shares)	Directed Services, Inc. Subadviser: T. Rowe Price Associates, Inc.	Seeks substantial dividend income as well as long-term growth of capital. Normally invests at least 80% of its assets in common stocks, with 65% in the common stocks of well-established companies paying above-average dividends. May also invest in convertible securities, warrants and preferred stocks, foreign securities, debt securities including high-yield debt securities and future and options.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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 Variable Products Trust - ING VP Financial Services Portfolio (Class I shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation. Under normal conditions, invests at least 80% of assets in equity securities and equity equivalent securities of companies principally engaged in the financial services industry. Equity securities in which the Portfolio invests are normally common stocks, but may also include preferred stocks, warrants and convertible securities. May invest in initial public offerings.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.
ING Variable Products Trust - ING VP International Value Portfolio (Class I shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks capital appreciation. Under normal conditions, invests at least 65% of net assets in equity securities of issuers located in countries outside of the U.S. Invests primarily in companies with a large market capitalization, but may also invest in mid- and small-sized companies. Generally invests in common and preferred stocks, warrants and convertible securities. May invest in companies located in countries with emerging securities markets when the fund's subadviser believes they present attractive investment opportunities. May invest in government debt securities of developed foreign countries. Also may invest up to 35% of its assets in securities of U.S. issuers, including investment-grade government and corporate debt securities.
ING Variable Products Trust - ING VP MidCap Opportunities Portfolio (Class I shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation. Normally invests at least 80% of assets in the common stocks of mid-sized U.S. companies that the sub-adviser believes have above average prospects for growth. For this Portfolio, mid-size companies are those with market capitalizations that fall within the range of companies in the Russell MidCap Growth Index.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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 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 Variable Products Trust - ING VP SmallCap Opportunities Portfolio (Class I shares)	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation. Normally invests at least 80% of assets in the common stock of smaller, lesser-known U.S. companies that the sub-adviser believes have above average prospects for growth. For this Portfolio, smaller companies are those with market capitalizations that fall within the range of companies in the Russell 2000 Growth Index.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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. - Growth and Income Portfolio (Class VC Shares)	Lord, Abbett & Co. LLC (Lord Abbett)	Seeks long-term growth of capital and income without excessive fluctuations in market value. Primarily purchases equity securities of large, seasoned, U.S. and multinational companies that Lord Abbett believes are undervalued. Under normal circumstances, will invest at least 80% of net assets in equity securities of large 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 1000 Index, a widely used benchmark for large-cap stock performance. Equity securities may include common stocks, preferred stocks, convertible securities, warrants, and similar instruments.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
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.
Oppenheimer Variable Account Funds - Oppenheimer Main Street Small Cap Fund^®/VA	OppenheimerFunds, Inc.	Seeks capital appreciation. Invests mainly in common stocks of small-capitalization U.S. companies that the Fund's investment manager believes have favorable business trends or prospects. Under normal market conditions, will invest at least 80% of net assets (including any borrowings for investment purposes) in securities of companies having a small market capitalization.
PIMCO VIT - Real Return Portfolio (Administrative Class)	Pacific Investment Management Company LLC (PIMCO)	Seeks maximum real return, consistent with preservation of real capital and prudent investment management. Invests primarily in investment grade 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 PIMCO to be of comparable quality.
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.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
Pioneer Variable Contracts Trust - Pioneer Fund VCT Portfolio (Class I Shares)	Pioneer Investment Management, Inc.	Seeks reasonable income and capital growth. Invests in a broad list of carefully selected, reasonably priced securities rather than in securities whose prices reflect a premium resulting from their current market popularity. The portfolio invests the major portion of its assets in equity securities, primarily of U.S. issuers. For purposes of the portfolio's investment policies, equity securities include common stocks, convertible debt and other equity instruments, such as depositary receipts, warrants, rights, interests in real estate investment trusts (REITs) and preferred stocks.
Pioneer Variable Contracts Trust - Pioneer High Yield VCT Portfolio (Class I Shares)	Pioneer Investment Management, Inc.	Seeks to maximize total return through a combination of income and capital appreciation. Normally, the portfolio invests at least 80% of its total assets in below investment grade (high yield) debt securities and preferred stocks.
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.
Wanger Advisors Trust - Wanger Select	Columbia Wanger Asset Management, L.P.	A nondiversified fund that seeks long-term growth of capital. Invests generally in the stocks of medium- to larger-size U.S. companies. Invests in a limited number of companies (between 20-40) with market capitalizations under $20 billion, offering the potential to provide above-average growth over time.
Wanger Advisors Trust - Wanger U.S. Smaller Companies	Columbia Wanger Asset Management, L.P.	Seeks long-term growth of capital. Under normal circumstances, invests at least 80% of net assets (plus any borrowings for investment purposes), at market value at the time of investment, in companies with total stock market capitalizations of $5 billion or less at the time of initial purchase. Under normal market conditions, invests at least 80% of its assets (plus any borrowings for investment purposes) in domestic securities.

APPENDIX V

PROJECTED SCHEDULE OF

ING GET U.S. CORE PORTFOLIO OFFERINGS

	Offering Dates	Guarantee Dates

ING GET U.S. Core Portfolio - Series 8	03/09/05 - 06/07/05	06/08/05 - 06/07/12

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

ING GET U.S. Core Portfolio - Series 11	12/06/05 - 03/01/06	03/02/06 - 02/28/13

ING GET U.S. Core Portfolio - Series 12	03/02/06 - 05/31/06	06/01/06 - 05/30/13

APPENDIX VI CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 20032004, 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, 2003 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, 2003 2004 the "Value at end of period" shown is the value at the last date of investment. TABLE I (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 May 1999)
Value at beginning of period	$8.76	$6.85	$9.168	$12.101	$13.753	$10.217
Value at end of period	$9.22	$8.76	$6.85	$9.168	$12.101	$13.753
Number of accumulation units outstanding at end of period	84,155	85,637	89,448	103,951	105,550	7,992
AIM V.I. CORE EQUITY FUND
(Funds were first received in this option during May 1999)
Value at beginning of period	$7.72	$6.28	$7.534	$9.887	$11.716	$9.627
Value at end of period	$8.31	$7.72	$6.28	$7.534	$9.887	$11.716
Number of accumulation units outstanding at end of period	143,502	177,652	209,051	251,216	219,944	53,572
AIM V.I. GROWTH FUND
(Funds were first received in this option during May 1999)
Value at beginning of period	$5.47	$4.22	$6.188	$9.477	$12.069	$9.819
Value at end of period	$5.84	$5.47	$4.22	$6.188	$9.477	$12.069
Number of accumulation units outstanding at end of period	127,839	117,002	123,347	139,899	141,427	31,910
AIM V.I. PREMIER EQUITY FUND
(Funds were first received in this option during May 1999)
Value at beginning of period	$7.12	$5.77	$8.375	$9.699	$11.506	$9.746
Value at end of period	$7.44	$7.12	$5.77	$8.375	$9.699	$11.506
Number of accumulation units outstanding at end of period	91,126	99,513	114,782	162,645	124,167	49,173
ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$10.85
Value at end of period	$11.23
Number of accumulation units outstanding at end of period	4,425

CFI - 1

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
CALVERT SOCIAL BALANCED PORTFOLIO
(Funds were first received in this option during June 1998)
Value at beginning of period	$10.46	$8.88	$10.231	$11.133	$11.637	$10.500	$9.839
Value at end of period	$11.18	$10.46	$8.88	$10.231	$11.133	$11.637	$10.500
Number of accumulation units outstanding at end of period	66,552	53,829	41,036	36,379	23,977	29,860	17,068
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 1995)
Value at beginning of period	$24.53	$19.34	$21.598	$24.923	$27.024	$22.023	$17.156	$13.994	$11.681	$10.000
Value at end of period	$27.98	$24.53	$19.34	$21.598	$24.923	$27.024	$22.023	$17.156	$13.994	$11.681
Number of accumulation units outstanding at end of period	896,870	706,490	666,550	742,484	805,532	888,915	834,976	811,557	500,034	174,259
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during May 1994)
Value at beginning of period	$24.34	$18.91	$23.057	$24.567	$22.942	$21.848	$19.818	$15.664	$13.880	$10.403
Value at end of period	$26.81	$24.34	$18.91	$23.057	$24.567	$22.942	$21.848	$19.818	$15.664	$13.880
Number of accumulation units outstanding at end of period	944,029	880,788	919,343	1,042,820	946,481	1,171,916	1,332,063	1,311,211	1,166,495	766,360
FIDELITY^® VIP GROWTH PORTFOLIO
(Funds were first received in this option during May 1994)
Value at beginning of period	$23.41	$17.84	$25.853	$31.791	$36.160	$26.641	$19.339	$15.858	$14.000	$10.472
Value at end of period	$23.90	$23.41	$17.84	$25.853	$31.791	$36.160	$26.641	$19.339	$15.858	$14.000
Number of accumulation units outstanding at end of period	1,100,526	1,157,472	1,200,977	1,454,622	1,500,686	1,477,316	1,278,104	1,110,079	994,616	612,992
FIDELITY^® VIP OVERSEAS PORTFOLIO
(Funds were first received in this option during May 1994)
Value at beginning of period	$13.74	$9.71	$12.330	$15.838	$19.825	$14.074	$12.640	$11.473	$10.262	$9.474
Value at end of period	$15.42	$13.74	$9.71	$12.330	$15.838	$19.825	$14.074	$12.640	$11.473	$10.262
Number of accumulation units outstanding at end of period	148,159	138,072	115,530	137,442	146,480	164,209	194,687	221,450	182,533	166,303
FRANKLIN SMALL CAP VALUE SECURITIES FUND
(Funds were first received in this option during September 2001)
Value at beginning of period	$12.04	$9.22	$10.293	$8.071
Value at end of period	$14.71	$12.04	$9.22	$10.293
Number of accumulation units outstanding at end of period	144,474	53,543	31,988	1,354
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO
(Funds were first received in this option during June 2002)
Value at beginning of period	$9.88	$7.62	$8.950
Value at end of period	$10.74	$9.88	$7.62
Number of accumulation units outstanding at end of period	45,543	21,517	11,753
ING AMERICAN CENTURY SELECT PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$9.08	$6.85	$9.050
Value at end of period	$9.40	$9.08	$6.85
Number of accumulation units outstanding at end of period	17,369	10,386	5,333

CFI - 2

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING AMERICAN CENTURY SMALL CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.81	$8.08	$10.020
Value at end of period	$12.96	$10.81	$8.08
Number of accumulation units outstanding at end of period	67,909	46,787	19,927
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.45	$8.69	$10.020
Value at end of period	$14.47	$11.45	$8.69
Number of accumulation units outstanding at end of period	94,897	38,746	10,876
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during July 2002)
Value at beginning of period	$9.61	$7.64	$8.320
Value at end of period	$10.43	$9.61	$7.64
Number of accumulation units outstanding at end of period	5,884	4,171	1,138
ING GOLDMAN SACHSÒ CAPITAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$9.27	$7.59	$9.320
Value at end of period	$9.96	$9.27	$7.59
Number of accumulation units outstanding at end of period	16,861	13,719	8,567
ING JPMORGAN FLEMING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$18.52	$14.49	$17.910	$24.820	$31.255	$19.978	$16.986	$16.776
Value at end of period	$21.75	$18.52	$14.49	$17.910	$24.820	$31.255	$19.978	$16.986
Number of accumulation units outstanding at end of period	249,912	265,773	300,037	357,693	408,735	437,547	467,484	516,231
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.78	$9.17	$9.950
Value at end of period	$14.02	$11.78	$9.17
Number of accumulation units outstanding at end of period	103,005	21,349	12,061
ING JULIUS BAER FOREIGN PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.29
Value at end of period	$12.13
Number of accumulation units outstanding at end of period	2,771
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$9.31	$7.36	$10.670	$14.359	$15.421	$10.495	$9.828
Value at end of period	$10.38	$9.31	$7.36	$10.670	$14.359	$15.421	$10.495
Number of accumulation units outstanding at end of period	216,682	247,143	289,373	367,527	318,660	77,143	42,213

CFI - 3

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.30
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	6,618
ING OPCAP BALANCED VALUE PORTFOLIO
(Funds were first received in this option during July 2002)
Value at beginning of period	$10.29	$8.00	$8.280
Value at end of period	$11.21	$10.29	$8.00
Number of accumulation units outstanding at end of period	130,941	66,001	33,323
ING MFS GLOBAL GROWTH PORTFOLIOING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.83	$8.32	$9.910
Value at end of period	$12.30	$10.83	$8.32
Number of accumulation units outstanding at end of period	37,842	9,879	1,224
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$11.01	$10.72	$10.000
Value at end of period	$11.35	$11.01	$10.72
Number of accumulation units outstanding at end of period	166,330	147,674	116,420
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$12.90	$9.45	$14.795	$20.033	$28.481	$19.114	$14.927	$15.114
Value at end of period	$13.98	$12.90	$9.45	$14.795	$20.033	$28.481	$19.114	$14.927
Number of accumulation units outstanding at end of period	783,199	866,225	937,116	1,153,477	1,261,315	1,234,595	1,369,984	1,368,373
ING SALOMON BROTHERS FUNDAMENTAL VALUE PORTFOLIO
(Funds were first received in this option during June 2002)
Value at beginning of period	$10.39	$7.48	$8.900
Value at end of period	$11.12	$10.39	$7.48
Number of accumulation units outstanding at end of period	47,082	26,126	6,358
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.24	$7.17	$9.570
Value at end of period	$10.98	$10.24	$7.17
Number of accumulation units outstanding at end of period	69,085	50,768	28,365

CFI - 4

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.38
Value at end of period	$11.34
Number of accumulation units outstanding at end of period	2,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$21.06	$16.28	$21.496	$24.245	$24.557	$20.328	$16.131	$15.809
Value at end of period	$22.88	$21.06	$16.28	$21.496	$24.245	$24.557	$20.328	$16.131
Number of accumulation units outstanding at end of period	526,773	503,621	492,198	612,057	636,137	668,583	717,872	701,952
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$13.85	$11.22	$15.129	$19.365	$20.527	$16.758	$13.795	$14.067
Value at end of period	$15.69	$13.85	$11.22	$15.129	$19.365	$20.527	$16.758	$13.795
Number of accumulation units outstanding at end of period	435,085	484,939	643,895	744,284	850,004	930,521	1,054,685	1,200,982
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.64	$8.31	$10.160
Value at end of period	$12.26	$10.64	$8.31
Number of accumulation units outstanding at end of period	199,434	63,214	15,405
ING UBS U.S. ALLOCATION PORTFOLIOING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during July 2002)
Value at beginning of period	$9.55	$7.61	$8.490
Value at end of period	$10.44	$9.55	$7.61
Number of accumulation units outstanding at end of period	34,199	28,571	33,009
ING VP BALANCED PORTFOLIO, INC.
(The initial accumulation unit value was converted to $14.126 on May 3, 1996, when the contracts were migrated to a different administrative system. Immediately prior to that date, the accumulation unit value of the fund was $18.549. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion)
Value at beginning of period	$23.54	$20.06	$22.642	$23.936	$24.372	$21.723	$18.811	$15.551	$17.954	$14.288
Value at end of period	$25.44	$23.54	$20.06	$22.642	$23.936	$24.372	$21.723	$18.811	$15.551	$17.954
Number of accumulation units outstanding at end of period	2,436,696	2,611,812	3,112,041	4,053,042	4,540,991	5,427,321	6,268,762	6,663,594	7,803,572	9,193,181
ING VP FINANCIAL SERVICES PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.59
Value at end of period	$11.44
Number of accumulation units outstanding at end of period	34

CFI - 5

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
(Funds were first received in this option during May 2000)
Value at beginning of period	$3.70	$2.57	$4.436	$5.831	$9.999
Value at end of period	$3.60	$3.70	$2.57	$4.436	$5.831
Number of accumulation units outstanding at end of period	353,626	340,052	287,488	394,229	276,443
ING VP GROWTH AND INCOME PORTFOLIO
(The initial accumulation unit value was converted to $14.862 on May 3, 1996, when the contracts were migrated to a different administrative system. Immediately prior to that date, the accumulation unit value of the fund was $145.549. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion)
Value at beginning of period	$19.02	$15.27	$20.618	$25.588	$29.100	$25.094	$22.194	$17.302	$137.869	$105.558
Value at end of period	$20.36	$19.02	$15.27	$20.618	$25.588	$29.100	$25.094	$22.194	$17.302	$137.869
Number of accumulation units outstanding at end of period	7,775,013	8,911,586	10,681,544	13,049,579	15,052,266	17,496,241	19,989,922	21,842,444	29,130,769	6,364,000
ING VP GROWTH PORTFOLIO
(Funds were first received in this option during May 1997)
Value at beginning of period	$13.51	$10.49	$14.953	$20.761	$23.875	$17.912	$13.173	$11.137
Value at end of period	$14.30	$13.51	$10.49	$14.953	$20.761	$23.875	$17.912	$13.173
Number of accumulation units outstanding at end of period	317,434	371,564	410,106	546,125	644,933	516,658	289,055	21,371
ING VP INDEX PLUS LARGECAP PORTFOLIO
(The initial accumulation unit value was established during August 1996, when the portfolio became available under the contract, when funds were first received in this option or when the applicable daily asset charge was first utilized)
Value at beginning of period	$16.98	$13.63	$17.587	$20.618	$23.044	$18.772	$14.444	$10.924	$10.000
Value at end of period	$18.54	$16.98	$13.63	$17.587	$20.618	$23.044	$18.772	$14.444	$10.924
Number of accumulation units outstanding at end of period	1,224,654	1,129,974	1,103,634	1,322,389	1,239,414	1,067,590	616,724	159,461	13,142
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$16.32	$12.48	$14.374	$14.751	$12.455	$10.891	$9.925
Value at end of period	$18.79	$16.32	$12.48	$14.374	$14.751	$12.455	$10.891
Number of accumulation units outstanding at end of period	526,003	435,317	386,466	284,426	185,615	51,901	35,031
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$12.19	$9.07	$10.579	$10.461	$9.645	$8.815	$9.918
Value at end of period	$14.70	$12.19	$9.07	$10.579	$10.461	$9.645	$8.815
Number of accumulation units outstanding at end of period	310,166	219,909	189,054	134,002	91,047	73,715	40,793

CFI - 6

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
ING VP INTERMEDIATE BOND PORTFOLIO
(The initial accumulation unit value was converted to $11.726 on May 3, 1996, when the contracts were migrated to a different administrative system. Immediately prior to that date, the accumulation unit value of the fund was $45.469. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion)
Value at beginning of period	$18.10	$17.24	$16.115	$15.007	$13.859	$14.137	$13.238	$12.377	$46.913	$40.173
Value at end of period	$18.75	$18.10	$17.24	$16.115	$15.007	$13.859	$14.137	$13.238	$12.377	$46.913
Number of accumulation units outstanding at end of period	1,303,623	1,341,945	1,668,772	1,882,061	1,685,438	2,085,755	2,490,832	2,482,652	3,717,900	2,377,622
ING VP INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$8.15	$6.25	$8.632	$11.484	$14.594	$9.765	$10.182
Value at end of period	$9.43	$8.15	$6.25	$8.632	$11.484	$14.594	$9.765
Number of accumulation units outstanding at end of period	95,074	88,586	74,977	80,579	102,558	55,009	25,090
ING VP INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during July 2001)
Value at beginning of period	$10.23	$7.97	$9.542	$9.844
Value at end of period	$11.87	$10.23	$7.97	$9.542
Number of accumulation units outstanding at end of period	183,336	63,812	19,369	23,434
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2001)
Value at beginning of period	$9.33	$6.92	$9.446	$10.042
Value at end of period	$10.28	$9.33	$6.92	$9.446
Number of accumulation units outstanding at end of period	41,748	27,409	14,659	2,083
ING VP MONEY MARKET PORTFOLIO
(The initial accumulation unit value was converted to $11.175 on May 3, 1996, when the contracts were migrated to a different administrative system. Immediately prior to that date, the accumulation unit value of the fund was $38.501. On the date of conversion, additional units were issued so that account values were not changed as a result of the conversion)
Value at beginning of period	$13.93	$13.98	$13.929	$13.571	$12.917	$12.447	$11.951	$11.473	$37.988	$36.271
Value at end of period	$13.90	$13.93	$13.98	$13.929	$13.571	$12.917	$12.447	$11.951	$11.473	$37.988
Number of accumulation units outstanding at end of period	1,060,820	1,330,998	1,919,745	2,629,444	2,471,828	2,636,397	2,329,195	2,227,782	3,510,588	1,826,260
ING VP REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$10.00
Value at end of period	$13.88
Number of accumulation units outstanding at end of period	41,063

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 May 1997)
Value at beginning of period	$19.63	$14.46	$19.070	$18.568	$17.617	$13.633	$13.654	$10.816
Value at end of period	$22.17	$19.63	$14.46	$19.070	$18.568	$17.617	$13.633	$13.654
Number of accumulation units outstanding at end of period	316,371	340,140	336,830	366,998	295,893	183,701	208,454	71,911
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2001)
Value at beginning of period	$6.82	$4.98	$8.945	$10.123
Value at end of period	$7.42	$6.82	$4.98	$8.945
Number of accumulation units outstanding at end of period	55,720	55,321	11,826	2,593
ING VP STRATEGIC ALLOCATION BALANCED PORTFOLIO
(Funds were first received in this option during June 1995)
Value at beginning of period	$16.17	$13.71	$15.345	$16.707	$16.847	$15.478	$14.797	$12.744	$10.862	$10.000
Value at end of period	$17.61	$16.17	$13.71	$15.345	$16.707	$16.847	$15.478	$14.797	$12.744	$10.862
Number of accumulation units outstanding at end of period	202,176	216,639	220,388	266,564	314,495	372,046	514,093	424,250	165,860	47,204
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during June 1995)
Value at beginning of period	$16.54	$13.47	$15.811	$18.100	$18.450	$16.337	$15.860	$13.395	$10.976	$10.000
Value at end of period	$18.29	$16.54	$13.47	$15.811	$18.100	$18.450	$16.337	$15.860	$13.395	$10.976
Number of accumulation units outstanding at end of period	255,898	268,308	281,512	366,303	423,053	473,603	592,247	554,873	201,475	49,748
ING VP STRATEGIC ALLOCATION INCOME PORTFOLIO
(Funds were first received in this option during June 1995)
Value at beginning of period	$16.01	$14.27	$15.104	$15.667	$15.135	$14.310	$13.550	$11.982	$10.626	$10.000
Value at end of period	$17.08	$16.01	$14.27	$15.104	$15.667	$15.135	$14.310	$13.550	$11.982	$10.626
Number of accumulation units outstanding at end of period	169,794	210,476	231,298	336,932	359,253	412,346	507,368	382,217	188,303	20,531
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during May 1997)
Value at beginning of period	$16.54	$13.44	$18.388	$20.602	$18.930	$16.030	$13.261	$10.977
Value at end of period	$18.00	$16.54	$13.44	$18.388	$20.602	$18.930	$16.030	$13.261
Number of accumulation units outstanding at end of period	190,638	216,751	272,286	305,477	157,727	118,476	112,739	33,295
JANUS ASPEN BALANCED PORTFOLIO
(Funds were first received in this option during June 1995)
Value at beginning of period	$24.45	$21.71	$23.498	$24.969	$25.859	$20.657	$15.576	$12.917	$11.259	$10.000
Value at end of period	$26.21	$24.45	$21.71	$23.498	$24.969	$25.859	$20.657	$15.576	$12.917	$11.259
Number of accumulation units outstanding at end of period	712,695	825,909	874,405	1,038,256	960,790	760,024	447,035	241,028	127,631	34,072
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$13.38	$12.74	$11.672	$10.971	$10.455	$10.419	$10.054
Value at end of period	$13.74	$13.38	$12.74	$11.672	$10.971	$10.455	$10.419
Number of accumulation units outstanding at end of period	176,771	195,321	194,830	162,059	88,906	58,739	54,517

CFI - 8

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
JANUS ASPEN FORTY PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$9.88	$8.32	$9.700
Value at end of period	$11.51	$9.88	$8.32
Number of accumulation units outstanding at end of period	37,576	29,639	6,808
JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 1995)
Value at beginning of period	$18.60	$14.30	$19.699	$26.504	$31.406	$22.086	$16.485	$13.599	$11.626	$10.000
Value at end of period	$19.20	$18.60	$14.30	$19.699	$26.504	$31.406	$22.086	$16.485	$13.599	$11.626
Number of accumulation units outstanding at end of period	437,331	546,094	650,992	827,887	955,552	773,103	465,446	376,501	250,918	78,126
JANUS ASPEN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 1995)
Value at beginning of period	$17.21	$12.90	$18.127	$30.318	$45.025	$20.226	$15.254	$13.710	$12.861	$10.000
Value at end of period	$20.53	$17.21	$12.90	$18.127	$30.318	$45.025	$20.226	$15.254	$13.710	$12.861
Number of accumulation units outstanding at end of period	815,088	933,353	1,043,856	1,307,191	1,454,286	1,118,453	565,275	493,462	495,557	167,920
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
(Funds were first received in this option during May 1995)
Value at beginning of period	$22.32	$18.22	$24.771	$32.342	$38.832	$23.910	$18.779	$15.566	$12.216	$10.000
Value at end of period	$23.09	$22.32	$18.22	$24.771	$32.342	$38.832	$23.910	$18.779	$15.566	$12.216
Number of accumulation units outstanding at end of period	806,681	1,007,273	1,166,146	1,480,954	1,661,140	1,490,250	1,360,741	1,206,175	526,646	65,384
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during December 2001)
Value at beginning of period	$10.16	$7.85	$9.703	$9.621
Value at end of period	$11.31	$10.16	$7.85	$9.703
Number of accumulation units outstanding at end of period	686,679	250,016	50,630	3,183
LORD ABBETT SERIES FUND - MID-CAP VALUE PORTFOLIO
(Funds were first received in this option during July 2001)
Value at beginning of period	$10.25	$8.32	$9.341	$8.988
Value at end of period	$12.56	$10.25	$8.32	$9.341
Number of accumulation units outstanding at end of period	353,610	133,264	56,099	11,047
OPPENHEIMER GLOBAL SECURITIES FUND/VA
(Funds were first received in this option during May 1998)
Value at beginning of period	$15.35	$10.87	$14.137	$16.275	$15.681	$10.018	$9.865
Value at end of period	$18.07	$15.35	$10.87	$14.137	$16.275	$15.681	$10.018
Number of accumulation units outstanding at end of period	602,332	405,833	283,435	210,818	166,004	29,387	11,129
OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.58
Value at end of period	$12.30
Number of accumulation units outstanding at end of period	369

CFI - 9

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997	1996	1995
OPPENHEIMER STRATEGIC BOND FUND/VA
(Funds were first received in this option during May 1998)
Value at beginning of period	$13.05	$11.19	$10.545	$10.185	$10.048	$9.895	$9.988
Value at end of period	$14.00	$13.05	$11.19	$10.545	$10.185	$10.048	$9.895
Number of accumulation units outstanding at end of period	164,955	121,435	77,913	63,326	29,298	20,573	13,885
PIMCO VIT REAL RETURN PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.13
Value at end of period	$10.43
Number of accumulation units outstanding at end of period	2,212
PIONEER EQUITY INCOME VCT PORTFOLIO
(Funds were first received in this option during July 2001)
Value at beginning of period	$9.67	$7.99	$9.610	$9.810
Value at end of period	$11.12	$9.67	$7.99	$9.610
Number of accumulation units outstanding at end of period	148,751	65,072	22,002	3,382
PIONEER FUND VCT PORTFOLIO
(Funds were first received in this option during February 2002)
Value at beginning of period	$9.21	$7.53	$9.390
Value at end of period	$10.12	$9.21	$7.53
Number of accumulation units outstanding at end of period	33,192	11,093	8,956
PIONEER HIGH YIELD VCT PORTFOLIO
(Funds were first received in this option during September 2004)
Value at beginning of period	$10.25
Value at end of period	$10.70
Number of accumulation units outstanding at end of period	53
PIONEER MID CAP VALUE VCT PORTFOLIO
(Funds were first received in this option during August 2001)
Value at beginning of period	$11.86	$8.73	$9.961	$9.785
Value at end of period	$14.30	$11.86	$8.73	$9.961
Number of accumulation units outstanding at end of period	146,114	64,303	15,155	3,865
WANGER SELECT
(Funds were first received in this option during December 2004)
Value at beginning of period	$11.55
Value at end of period	$11.85
Number of accumulation units outstanding at end of period	405
WANGER U.S. SMALLER COMPANIES
(Funds were first received in this option during December 2004)
Value at beginning of period	$11.83
Value at end of period	$12.12
Number of accumulation units outstanding at end of period	48

CFI - 10

CONDENSED FINANCIAL INFORMATION

TABLE II FOR CONTRACTS CONTAINING LIMITS ON FEES (Selected data for accumulation units outstanding throughout each period)




	2004	2003	2002	2001	2000	1999	1998	1997
AIM V.I. CAPITAL APPRECIATION FUND
(Funds were first received in this option during June 1999)
Value at beginning of period	$8.76	$6.85	$9.172	$12.106	$13.759	$10.003
Value at end of period	$9.23	$8.76	$6.85	$9.172	$12.106	$13.759
Number of accumulation units outstanding at end of period	5,098	6,130	2,272	6,262	6,635	617
AIM V.I. CORE EQUITY FUND
(Funds were first received in this option during June 1999)
Value at beginning of period	$7.72	$6.28	$7.537	$9.891	$11.721	$9.566
Value at end of period	$8.31	$7.72	$6.28	$7.537	$9.891	$11.721
Number of accumulation units outstanding at end of period	7,405	9,960	7,187	8,996	18,442	6,704
AIM V.I. GROWTH FUND
(Funds were first received in this option during January 2000)
Value at beginning of period	$5.47	$4.22	$6.190	$9.481	$12.306
Value at end of period	$5.85	$5.47	$4.22	$6.190	$9.481
Number of accumulation units outstanding at end of period	4,705	2,873	2,346	5,704	5,708
AIM V.I. PREMIER EQUITY FUND
(Funds were first received in this option during August 1999)
Value at beginning of period	$7.13	$5.77	$8.378	$9.703	$11.511	$10.017
Value at end of period	$7.45	$7.13	$5.77	$8.378	$9.703	$11.511
Number of accumulation units outstanding at end of period	2,025	2,871	3,205	5,600	5,266	3,587
CALVERT SOCIAL BALANCED PORTFOLIO
(Funds were first received in this option during July 1998)
Value at beginning of period	$10.46	$8.88	$10.231	$11.133	$11.637	$10.500	$10.094
Value at end of period	$11.18	$10.46	$8.88	$10.231	$11.133	$11.637	$10.500
Number of accumulation units outstanding at end of period	9,409	9,407	9,404	9,409	9,411	9,411	9,412
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$24.53	$19.34	$21.598	$24.923	$27.024	$22.023	$17.156	$15.104
Value at end of period	$27.98	$24.53	$19.34	$21.598	$24.923	$27.024	$22.023	$17.156
Number of accumulation units outstanding at end of period	30,713	25,597	22,774	18,840	19,367	19,561	22,090	21,463
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$24.34	$18.91	$23.057	$24.567	$22.942	$21.848	$19.818	$17.600
Value at end of period	$26.81	$24.34	$18.91	$23.057	$24.567	$22.942	$21.848	$18.818
Number of accumulation units outstanding at end of period	25,554	21,677	19,032	18,454	15,397	19,878	21,380	18,378

CFI - 11

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
FIDELITY^® VIP GROWTH PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$23.41	$17.84	$25.853	$31.791	$36.160	$26.641	$19.339	$17.382
Value at end of period	$23.90	$23.41	$17.84	$25.853	$31.791	$36.160	$26.641	$19.399
Number of accumulation units outstanding at end of period	42,613	51,529	62,989	67,988	75,764	57,974	22,565	17,640
FIDELITY^® VIP OVERSEAS PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$13.74	$9.71	$12.330	$15.838	$19.825	$14.074	$12.640	$12.896
Value at end of period	$15.42	$13.74	$9.71	$12.330	$15.838	$19.825	$14.074	$12.640
Number of accumulation units outstanding at end of period	4,480	2,319	1,108	1,213	1,464	2,622	2,059	1,362
FRANKLIN SMALL CAP VALUE SECURITIES FUND
(Funds were first received in this option during October 2001)
Value at beginning of period	$12.04	$9.22	$10.290	$8.325
Value at end of period	$14.71	$12.04	$9.22	$10.293
Number of accumulation units outstanding at end of period	7,756	3,036	7,401	1,716
ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO
(Funds were first received in this option during July 2003)
Value at beginning of period	$10.19	$9.16
Value at end of period	$11.10	$10.19
Number of accumulation units outstanding at end of period	630	630
ING AMERICAN CENTURY SMALL CAP VALUE PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$10.86	$10.21
Value at end of period	$13.05	$10.86
Number of accumulation units outstanding at end of period	1,526	1,025
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during November 2003)
Value at beginning of period	$11.49	$11.19
Value at end of period	$14.56	$11.49
Number of accumulation units outstanding at end of period	723	572
ING JPMORGAN FLEMING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$18.52	$14.49	$17.910	$24.820	$31.255	$19.978	$16.986	$16.776
Value at end of period	$21.75	$18.52	$14.49	$17.910	$24.820	$31.255	$19.978	$16.986
Number of accumulation units outstanding at end of period	5,215	4,905	5,859	7,244	11,399	9,672	10,839	10,954
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$12.39	$9.18	$10.060
Value at end of period	$14.12	$9.35	$9.18
Number of accumulation units outstanding at end of period	291	0	1,170

CFI - 12

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$9.31	$7.36	$10.670	$14.359	$15.421	$10.495	$10.055
Value at end of period	$10.38	$9.31	$7.36	$10.670	$14.359	$15.421	$10.495
Number of accumulation units outstanding at end of period	4,785	5,694	7,902	11,005	12,111	3,646	1,552
ING OPCAP BALANCED VALUE PORTFOLIO
(Funds were first received in this option during January 2004)
Value at beginning of period	$11.00
Value at end of period	$11.77
Number of accumulation units outstanding at end of period	5,824
ING PIMCO TOTAL RETURN PORTFOLIO
(Funds were first received in this option during December 2002)
Value at beginning of period	$11.06	$10.73	$10.660
Value at end of period	$11.42	$11.06	$10.73
Number of accumulation units outstanding at end of period	486	1,186	698
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$12.90	$9.45	$14.795	$20.033	$28.481	$19.114	$14.927	$15.114
Value at end of period	$13.98	$12.90	$9.45	$14.795	$20.033	$28.481	$19.114	$14.927
Number of accumulation units outstanding at end of period	12,917	20,393	18,747	22,241	38,348	41,012	49,218	40,758
ING SALOMON BROTHERS FUNDAMENTAL VALUE PORTFOLIO
(Funds were first received in this option during October 2003)
Value at beginning of period	$10.69	$10.03
Value at end of period	$11.47	$10.69
Number of accumulation units outstanding at end of period	786	464
ING ALGER AGGRESSIVE GROWTH PORTFOLIOING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during October 2003)
Value at beginning of period	$10.49	$9.91
Value at end of period	$11.27	$10.49
Number of accumulation units outstanding at end of period	715	715
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$21.06	$16.28	$21.496	$24.245	$24.557	$20.328	$16.131	$15.809
Value at end of period	$22.88	$21.06	$16.28	$21.496	$24.245	$24.557	$20.328	$16.131
Number of accumulation units outstanding at end of period	17,546	20,290	17,676	19,133	19,543	19,410	18,939	17,219
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during November 1997)
Value at beginning of period	$13.85	$11.22	$15.129	$19.365	$20.527	$16.758	$13.795	$14.067
Value at end of period	$15.69	$13.85	$11.22	$15.129	$19.365	$20.527	$16.758	$13.795
Number of accumulation units outstanding at end of period	19,747	25,230	29,319	31,674	44,962	57,611	75,738	91,613

CFI - 13

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during August 2002)
Value at beginning of period	$10.68	$8.32	$8.530
Value at end of period	$12.35	$10.68	$8.32
Number of accumulation units outstanding at end of period	12,844	6,117	1,304
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during March 2004)
Value at beginning of period	$10.19
Value at end of period	$11.06
Number of accumulation units outstanding at end of period	1,013
ING VP BALANCED PORTFOLIO, INC.
(Funds were first received in this option during June 1997)
Value at beginning of period	$23.93	$20.34	$22.902	$24.150	$24.529	$21.808	$18.837	$16.739
Value at end of period	$25.93	$23.93	$20.34	$22.902	$24.150	$24.529	$21.808	$18.837
Number of accumulation units outstanding at end of period	290,470	344,720	367,109	414,099	470,993	567,804	643,219	772,954
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
(Funds were first received in this option during May 2000)
Value at beginning of period	$3.73	$2.59	$4.454	$5.841	$8.952
Value at end of period	$3.65	$3.73	$2.59	$4.454	$5.841
Number of accumulation units outstanding at end of period	7,352	8,959	7,966	16,950	6,670
ING VP GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$19.33	$15.49	$20.855	$25.817	$29.287	$24.193	$22.226	$19.673
Value at end of period	$20.74	$19.33	$15.49	$20.855	$25.817	$29.287	$25.193	$22.226
Number of accumulation units outstanding at end of period	2,731,470	3,034,797	3,469,113	3,988,777	4,664,125	5,385,977	6,366,413	7,364,497
ING VP GROWTH PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$13.82	$10.70	$15.194	$21.022	$24.091	$18.010	$15.603
Value at end of period	$14.69	$13.82	$10.70	$15.194	$21.022	$24.091	$18.010
Number of accumulation units outstanding at end of period	40,426	42,087	43,666	51,320	63,056	26,741	11,000
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$17.37	$13.90	$17.871	$20.877	$23.252	$18.876	$16.559
Value at end of period	$19.04	$17.37	$13.90	$17.871	$20.877	$23.252	$18.876
Number of accumulation units outstanding at end of period	72,829	75,021	75,218	85,028	59,855	53,168	25,150
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during August 1998)
Value at beginning of period	$16.32	$12.48	$14.374	$14.751	$12.455	$10.891	$9.017
Value at end of period	$18.79	$16.32	$12.48	$14.374	$14.751	$12.455	$10.891
Number of accumulation units outstanding at end of period	27,288	22,748	23,709	15,434	29,585	3,585	1,486

CFI - 14

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during August 1998)
Value at beginning of period	$12.19	$9.07	$10.579	$10.461	$9.645	$8.815	$8.454
Value at end of period	$14.70	$12.19	$9.07	$10.579	$10.461	$9.645	$8.815
Number of accumulation units outstanding at end of period	43,727	37,253	11,030	7,169	3,001	6,067	1,151
ING VP BOND PORTFOLIOING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$18.28	$17.39	$16.226	$15.087	$13.912	$14.171	$13.249	$12.629
Value at end of period	$18.96	$18.28	$17.39	$16.226	$15.087	$13.912	$14.171	$13.249
Number of accumulation units outstanding at end of period	331,474	389,958	465,608	504,659	523,161	608,178	703,077	765,835
ING VP INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during June 1998)
Value at beginning of period	$8.15	$6.25	$8.632	$11.484	$14.594	$9.765	$10.021
Value at end of period	$9.43	$8.15	$6.25	$8.632	$11.484	$14.594	$9.765
Number of accumulation units outstanding at end of period	6,874	19,835	4,982	8,479	11,046	21,171	2,121
ING VP INTERNATIONAL VALUE PORTFOLIO
(Funds were first received in this option during December 2002)
Value at beginning of period	$10.23	$7.97	$8.090
Value at end of period	$11.87	$10.23	$7.97
Number of accumulation units outstanding at end of period	15,741	7,515	542
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during October 2002)
Value at beginning of period	$9.49	$6.92	$7.240
Value at end of period	$10.28	$8.08	$6.92
Number of accumulation units outstanding at end of period	4,041	0	1,067
ING VP MONEY MARKET PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$13.93	$13.98	$13.929	$13.571	$12.917	$12.447	$11.951	$11.674
Value at end of period	$13.90	$13.93	$13.98	$13.929	$13.571	$12.917	$12.447	$11.951
Number of accumulation units outstanding at end of period	355,705	447,375	616,451	778,425	807,654	816,768	853,247	936,223
ING VP REAL ESTATE PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.79
Value at end of period	$13.88
Number of accumulation units outstanding at end of period	3,203
ING VP SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$20.08	$14.74	$19.377	$18.801	$17.776	$13.708	$15.646
Value at end of period	$22.77	$20.08	$14.74	$19.377	$18.801	$17.776	$13.708
Number of accumulation units outstanding at end of period	14,216	20,560	8,624	11,230	4,758	4,403	3,089

CFI - 15

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during October 2002)
Value at beginning of period	$6.82	$4.98	$5.060
Value at end of period	$7.42	$6.82	$4.98
Number of accumulation units outstanding at end of period	5,768	5,770	5,775
ING VP STRATEGIC ALLOCATION BALANCED PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$16.55	$13.98	$15.592	$16.917	$16.999	$15.563	$14.827	$13.511
Value at end of period	$18.08	$16.55	$13.98	$15.592	$16.917	$16.999	$15.563	$14.827
Number of accumulation units outstanding at end of period	14,230	11,545	5,221	10,453	11,020	13,248	21,371	8,405
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$16.92	$13.73	$16.066	$18.328	$18.616	$16.427	$15.892	$14.368
Value at end of period	$18.78	$16.92	$13.73	$16.066	$18.328	$18.616	$16.427	$15.892
Number of accumulation units outstanding at end of period	3,919	4,744	5,383	8,286	5,198	9,029	17,853	11,211
ING VP STRATEGIC ALLOCATION INCOME PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$16.39	$14.55	$15.348	$15.864	$15.272	$14.389	$13.577	$12.551
Value at end of period	$17.54	$16.39	$14.55	$15.348	$15.864	$15.272	$14.389	$13.577
Number of accumulation units outstanding at end of period	34,734	35,085	30,655	46,202	43,924	43,008	58,580	43,694
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 1998)
Value at beginning of period	$16.93	$13.71	$18.685	$20.861	$19.101	$16.118	$16.118
Value at end of period	$18.48	$16.93	$13.71	$18.685	$20.861	$19.101	$16.118
Number of accumulation units outstanding at end of period	7,421	9,461	15,248	19,226	9,023	2,382	85
JANUS ASPEN BALANCED PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$24.45	$21.71	$23.498	$24.969	$25.859	$20.657	$15.576	$14.084
Value at end of period	$26.21	$24.45	$21.71	$23.498	$24.969	$25.859	$20.657	$15.576
Number of accumulation units outstanding at end of period	25,861	40,058	56,606	76,044	64,591	58,477	25,387	12,861
JANUS ASPEN FLEXIBLE BOND PORTFOLIO
(Funds were first received in this option during February 2001)
Value at beginning of period	$13.38	$12.74	$11.672	$11.175
Value at end of period	$13.74	$13.38	$12.74	$11.672
Number of accumulation units outstanding at end of period	5,388	15,773	12,929	7,152
JANUS ASPEN FORTY PORTFOLIO
(Funds were first received in this option during April 2003)	$9.88	$8.40
Value at beginning of period	$11.51	$9.88
Value at end of period	2,807	2,915
Number of accumulation units outstanding at end of period

CFI - 16

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
JANUS ASPEN LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$18.60	$14.30	$19.699	$26.504	$31.406	$22.086	$16.485	$14.957
Value at end of period	$19.20	$18.60	$14.30	$19.699	$26.504	$31.406	$22.086	$16.485
Number of accumulation units outstanding at end of period	21,897	29,421	32,657	38,107	53,709	52,433	21,942	13,239
JANUS ASPEN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$17.21	$12.90	$18.127	$30.318	$45.025	$20.226	$15.254	$13.666
Value at end of period	$20.53	$17.21	$12.90	$18.127	$30.318	$45.025	$20.226	$15.254
Number of accumulation units outstanding at end of period	27,679	34,074	47,343	67,109	76,249	41,962	10,568	14,273
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
(Funds were first received in this option during June 1997)
Value at beginning of period	$22.32	$18.22	$24.771	$32.342	$38.832	$23.910	$18.779	$17.777
Value at end of period	$23.09	$22.32	$18.22	$24.771	$32.342	$38.832	$23.910	$18.779
Number of accumulation units outstanding at end of period	37,079	48,766	59,621	72,904	91,520	77,803	65,839	67,098
LORD ABBETT SERIES FUND - GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2002)
Value at beginning of period	$10.16	$7.85	$9.150
Value at end of period	$11.31	$10.16	$7.85
Number of accumulation units outstanding at end of period	24,235	11,859	10,328
LORD ABBETT SERIES FUND - MID-CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2002)
Value at beginning of period	$10.25	$8.32	$9.720
Value at end of period	$12.56	$10.25	$8.32
Number of accumulation units outstanding at end of period	5,626	2,458	2,018
OPPENHEIMER GLOBAL SECURITIES FUND/VA
(Funds were first received in this option during July 1999)
Value at beginning of period	$15.35	$10.87	$14.137	$16.275	$15.681	$11.696
Value at end of period	$18.07	$15.35	$10.87	$14.137	$16.275	$15.681
Number of accumulation units outstanding at end of period	11,826	12,028	10,501	10,883	11,939	29
OPPENHEIMER STRATEGIC BOND FUND/VA
(Funds were first received in this option during June 1998)
Value at beginning of period	$13.05	$11.19	$10.545	$10.185	$10.048	$9.895	$10.023
Value at end of period	$14.00	$13.05	$11.19	$10.545	$10.185	$10.048	$9.895
Number of accumulation units outstanding at end of period	5,424	5,071	13,830	10,402	11,071	12,816	1,136

CFI - 17

Condensed Financial Information (continued)


	2004	2003	2002	2001	2000	1999	1998	1997
PIONEER EQUITY INCOME VCT PORTFOLIO
(Funds were first received in this option during January 2003)
Value at beginning of period	$9.67	$7.67
Value at end of period	$11.12	$9.67
Number of accumulation units outstanding at end of period	655	656
PIONEER MID CAP VALUE VCT PORTFOLIO
(Funds were first received in this option during June 2002)
Value at beginning of period	$11.86	$8.73	$10.070
Value at end of period	$14.30	$11.86	$8.73
Number of accumulation units outstanding at end of period	4,232	2,790	654

CFI - 18

Please attach to your application

I hereby acknowledge receipt of an Account C Individual Variable Annuity Contract Prospectus dated April 29, 2005 for Individual Retirement Annuities and Simplified Employee Pension Plans, as well as the current prospectus pertaining to the Guaranteed Accumulation Account, if applicable.

_____ Please send an Account C Statement of Additional Information (Form No. SAI.75992-05) 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.75992-05

VARIABLE ANNUITY ACCOUNT C

OF

ING LIFE INSURANCE AND ANNUITY COMPANY


Statement of Additional Information dated April 29, 2005

Individual Deferred Fixed or Variable Annuity Contracts for Individual
Retirement Annuities under Section 408(b), Roth Individual Retirement Annuities
under Section 408A and Simplified Employee Pension Plans under Section 408(k)

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:
ING
USFS Customer Service
Defined Contribution Administration, TS21
151 Farmington Avenue
Hartford, Connecticut 06156-1277
1-800-262-3862

Read the prospectus before you invest. Unless otherwise indicated, terms used in this Statement of Additional Information shall have the same meaning as in the prospectus.


TABLE OF CONTENTS

	Page

General Information and History	2
Variable Annuity Account C	2
Offering and Purchase of Contracts	3
Income Phase Payments	4
Sales Material and Advertising	5
Independent Registered Public Accounting Firm	5
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) issues the contract described in the 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., a global financial institution active in the fields of insurance, banking and asset management. Prior to May 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company. 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). Our Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

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.

In addition to serving as 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).

Other than the mortality and expense risk charge and administrative expense 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.

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. Purchase 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 substitutions of available 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. Not all funds are available in all jurisdictions or under all contracts.

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) AllianceBernstein Growth and Income Portfolio (Class A) Calvert Social Balanced Portfolio FidelityÒ VIP Contrafund^® Portfolio (Initial Class) FidelityÒ VIP Equity-Income Portfolio (Initial Class) FidelityÒ VIP Growth Portfolio (Initial Class) FidelityÒ VIP Overseas Portfolio (Initial Class) Franklin Small Cap Value Securities Fund (Class 2) ING American Century Large Company Value Portfolio (Service Class)⁽¹⁾ ING American Century Select Portfolio (Initial Class) ING American Century Small Cap Value Portfolio (Service Class) ING Baron Small Cap Growth Portfolio (Service Class) ING Fundamental Research Portfolio (Service Class)⁽¹⁾ ING GET U.S. Core Portfolio ING Goldman SachsÒ Capital Growth Portfolio (Service Class)⁽²⁾ ING JPMorgan Fleming International Portfolio (Initial Class) ING JPMorgan Mid Cap Value Portfolio (Service Class) ING Julius Baer Foreign Portfolio (Class S) ING MFS Capital Opportunities Portfolio (Initial Class) ING MFS Total Return Portfolio (Class S) ING OpCap Balanced Value Portfolio (Service 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 Fundamental Value Portfolio (Service Class) ING Salomon Brothers Large Cap Growth Portfolio (Initial Class) ING Solution 2015 Portfolio (Service Class)⁽³⁾ ING Solution 2025 Portfolio (Service Class)⁽³⁾ ING Solution 2035 Portfolio (Service Class)⁽³⁾ ING Solution 2045 Portfolio (Service Class)⁽³⁾	ING Solution Income Portfolio (Service Class)⁽³⁾ ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) ING T. Rowe Price Equity Income Portfolio (Class S) 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 Financial Services Portfolio (Class I) 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)⁽¹⁾ ING VP International Equity Portfolio (Class I) ING VP International Value Portfolio (Class I) ING VP MidCap Opportunities Portfolio(Class I) ING VP Money Market Portfolio (Class I) ING VP Real Estate Portfolio (Class I) ING VP Small Company Portfolio (Class I) ING VP SmallCap Opportunities 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 - Growth and Income Portfolio (Class VC) Lord Abbett Series Fund - Mid-Cap Value Portfolio (Class VC) Oppenheimer Main Street Small Cap Fund^®/VA PIMCO VIT Real Return Portfolio (Administrative Class) Pioneer Equity Income VCT Portfolio (Class I) Pioneer Fund VCT Portfolio (Class I) Pioneer High Yield VCT Portfolio (Class I) Pioneer Mid Cap Value VCT Portfolio (Class I) Wanger Select Wanger U.S. Smaller Companies
(1) This fund has changed its name to the name listed above. See Appendix IV - Description of Underlying Funds in the prospectus for a complete list of former and current fund names.
(2) Goldman SachsÒ is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co. (3) These portfolios are structured as fund of funds that invest directly in shares of underlying funds. See "Fees - Fund Fees and Expenses" for additional information.
Complete descriptions of each of the funds, including their investment objectives, policies, risks and fees and expenses, are contained in the prospectuses and statements of additional information for each of the funds.

OFFERING AND PURCHASE OF CONTRACTS

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., 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 entitled "Purchase" and "Your Account Value."
3

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

The annuity option tables found in the contract show, for each option, the amount of the first income phase payment for each $1,000 of value applied. Thereafter, variable income phase payments fluctuate as the annuity unit value(s) fluctuates with the investment experience of the selected investment option(s). The first income phase payment and subsequent income phase payments also vary depending upon the assumed net investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a higher first income phase payment, but income phase payments will increase thereafter only to the extent that the investment performance of the subaccounts you selected is greater than 5% annually, after deduction of fees. Income phase payments would decline if the performance was less than 5%. Use of the 3.5% assumed rate causes a lower first income phase payment, but subsequent income phase payments would increase more rapidly or decline more slowly as changes occur in the performance of the subaccounts selected.

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 income phase 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 "Your 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 income phase 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.

EXAMPLE:

Assume that, at the date income phase payments are to begin, there are 3,000 accumulation units credited under a particular contract 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 income phase payment option elected, a first monthly variable income phase payment of $6.68 per $1000 of value applied; the annuitant's first monthly income phase 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 income phase payment was due was $13.400000. When this value is divided into the first monthly income phase 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 $13.4059289 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 an income phase 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 the underlying funds in terms of the asset classes they represent and use such categories in marketing materials 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.

We may provide in advertising, sales literature, periodic publications or other materials information on various topics of interest to current and prospective contract holders. 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 contract 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.

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

This page intentionally left blank.

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

This page intentionally left blank.

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:

AIM Growth Series:

AIM Health Sciences Fund - Investor Class

AIM Mid Cap Core Equity Fund - Class A

AIM Small Cap Growth Fund - Class A

AIM Variable Insurance 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

Alliance Bernstein Variable Products Series Fund, Inc.:

Alliance Bernstein Growth and Income Fund - Class A

Alliance Bernstein Growth and Income Portfolio

American Balanced Fund® - Class R-3**

American Century® Income & Growth Fund-Advisor Class

Ariel Investment Trust:

Ariel Appreciation Fund

Ariel Fund

Baron Asset Fund

Baron Growth Fund

Calvert Variable Series, Inc.:

Calvert Social Balanced Portfolio

EuroPacific Growth Fund® - Class R-3

EuroPacific Growth Fund® - Class R-4

Evergreen Special Values Fund - Class A

Fidelity® Advisor Mid Cap Fund - Class T

Fidelity® Variable Insurance Products:

Fidelity® VIP Contrafund® Portfolio - Initial Class

Fidelity® VIP Equity-Income Portfolio - Initial Class

Fidelity® VIP Growth Portfolio - Initial Class

Fidelity® VIP High Income Portfolio-Initial Class

Fidelity® VIP Asset Manager^SM Portfolio - Initial Class

Fidelity® VIP Index 500 Portfolio-Initial Class

Fidelity® Variable Insurance Products (continued):

Fidelity® VIP Overseas Portfolio-Initial Class

Franklin Strategic Series:

Franklin Small-Mid Cap Growth Fund - Class A

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities Fund-Class 2

The Growth Fund of America® - Class R-3

The Growth Fund of America® - Class R-4

The Income Fund of America® - Class R-3

ING GET Fund:

ING GET Fund - Series D

ING GET Fund - Series E

ING GET Fund - Series G

ING GET Fund - Series H

ING GET Fund - Series I

ING GET Fund - Series J

ING GET Fund - Series K

ING GET Fund - Series L

ING GET Fund - Series Q

ING GET Fund - Series S

ING VP Balanced Portfolio, Inc. - Class I

ING VP Emerging Markets Fund

ING VP Intermediate Bond Portfolio - Class I

ING VP Money Market Portfolio - Class I

ING VP Natural Resources Trust

ING Investors Trust:

ING Julius Baer Foreign Portfolio - Service Class

ING MFS Total Return Portfolio - Service Class

ING T. Rowe Price Equity Income Portfolio - Service Class

ING Partners, Inc.:

ING Aeltus Enhanced Index Portfolio - Service Class

ING American Century Select Portfolio - Service Class

ING Partners, Inc. (continued):

ING American Century Small Cap Value Portfolio - Service Class

ING Baron Small Cap Growth Portfolio - Service Class

ING Goldman Sachs® Capital Growth Portfolio - Service Class

ING JPMorgan International Portfolio - Initial Class

ING JPMorgan Mid Cap Value Portfolio - Service Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING OpCap Balanced Value Portfolio - Service Class

ING Oppenheimer Global Portfolio - Service Class

ING PIMCO Total Return Portfolio - Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial Class

ING Salomon Brothers Aggressive Growth Portfolio - Service Class

ING Salomon Brothers Fundamental Value Portfolio - Service Class

ING Salomon Brothers Investors Value Portfolio - Service Class

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial Class

ING T. Rowe Price Growth Equity Portfolio - Service 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 - Service Class

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class I

ING VP Strategic Allocation Growth Portfolio - Class I

ING VP Strategic Allocation Income Portfolio - Class I

ING Financial Services Fund - Class A

ING Variable Funds:

ING VP Growth and Income Portfolio - Class I

ING Variable Insurance Trust:

ING GET US Core Portfolio - Series 1

ING GET US Core Portfolio - Series 2

ING GET US Core Portfolio - Series 3

ING GET US Core Portfolio - Series 5

ING GET US Core Portfolio - Series 6

ING GET US Core Portfolio - Series 7

ING GNMA Income Fund - Class A

ING Intermediate Bond Fund - Class A

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology 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 International Equity Portfolio - Class I

ING VP Small Company Portfolio - Class I

ING VP Value Opportunity Portfolio - Class I

ING Variable Products Trust:

ING VP Financial Services Portfolio - Class I

ING VP Growth Opportunities Portfolio - Class I

ING VP International Value Portfolio - Class I

ING VP MagnaCap Portfolio - Class I

ING VP MidCap Opportunities Portfolio-Class I

ING VP Real Estate Portfolio - Class I

ING VP SmallCap Opportunities Portfolio-Class I

ING Real Estate Fund - Class A

Janus Advisor Series Balanced Fund - Class I

Janus Aspen Series:

Janus Aspen Balanced Portfolio-Institutional Shares

Janus Aspen Capital Appreciation Portfolio-Service Shares

Janus Aspen Flexible Income Portfolio-Institutional Shares

Janus Aspen Growth Portfolio-Institutional Shares

Janus Aspen Mid Cap Growth Portfolio-Institutional Shares

Janus Aspen Worldwide Growth Portfolio-Institutional Shares

Janus Twenty Fund

Lord Abbett Affiliated Fund - Class A

Lord Abbett Series Fund, Inc.:

Lord Abbett Growth and Income Portfolio - Class VC

Lord Abbett Mid-Cap Value Portfolio-Class VC

Lord Abbett Mid Cap Value Fund - Class A

Lord Abbett Small-Cap Value Fund - Class A

Massachusetts Investors Growth Stock Fund - Class A

MFS® Variable Insurance Trust^SM:

MFS® Total Return Series-Initial Class

Moderate Allocation Portfolio

Mutual Discovery Fund - Class R

New Perspective Fund® - Class R-3

New Perspective Fund® - Class R-4

Oppenheimer Capital Appreciation Fund - Class A

Oppenheimer Developing Markets Fund - Class A

Oppenheimer Global Fund - Class A

Oppenheimer Main Street Fund® - Class A

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth Fund/VA

Oppenheimer Global Securities Fund/VA

Oppenheimer Main Street® Fund/VA

Oppenheimer Main Street® Small Cap Fund/VA

Oppenheimer Strategic Bond Fund/VA

Pax World Balanced Fund, Inc.

PIMCO NFJ Small-Cap Value Fund - Class A

PIMCO VIT Real Return Portfolio - Admin Class

Pioneer High Yield Fund - Class A

Pioneer Variable Contracts Trust:

Pioneer Equity Income VCT Portfolio-Class I

Pioneer Fund - Class A

Pioneer Fund VCT Portfolio-Class I

Pioneer High Yield VCT Portfolio - Class I

Pioneer Mid Cap Value VCT Portfolio-Class I

Scudder Equity 500 Index Fund

T. Rowe Price Mid-Cap Value Fund - R Class

Templeton Foreign Fund - Class A

Templeton Growth Fund, Inc. - Class A

Templeton Income Trust:

Templeton Global Bond Fund - Class A

UBS U.S. Small Cap Growth Fund - Class A

Vanguard® 500 Index Fund - Investor Shares

Vanguard® Variable Insurance Fund - Equity Income Portfolio

Wangers Advisors Trust:

Wanger Select

Wanger U.S. Smaller Companies

Washington Mutual Investors Fund^SM - Class R-3

Washington Mutual Investors Fund^SM - Class R-4

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	Manager^SM	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	Investors^SM -	Investors^SM -
		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	Manager^SM	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	Investors^SM -	Investors^SM -
			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	Manager^SM
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	Investors^SM -
			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
			Investors^SM -
			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

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:

AIM Growth Series:

AIM Health Sciences Fund - Investor Class**

AIM Mid Cap Core Equity Fund - Class A**

AIM Small Cap Growth Fund - Class A**

AIM Variable Insurance 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

Alliance Bernstein Variable Products Series Fund, Inc.:

Alliance Bernstein Growth and Income Fund - Class A**

Alliance Bernstein Growth and Income Portfolio**

American Balanced Fund® - Class R-3**

American Century® Income & Growth Fund-Advisor Class

Ariel Investment Trust:

Ariel Appreciation Fund**

Ariel Fund**

Baron Asset Fund**

Baron Growth Fund*

Calvert Variable Series, Inc.:

Calvert Social Balanced Portfolio

EuroPacific Growth Fund® - Class R-3**

EuroPacific Growth Fund® - Class R-4**

Evergreen Special Values Fund - Class A

Fidelity® Advisor Mid Cap Fund - Class T**

Fidelity® Variable Insurance Products:

Fidelity® VIP Contrafund® Portfolio - Initial Class

Fidelity® VIP Equity-Income Portfolio - Initial Class

Fidelity® VIP Growth Portfolio - Initial Class

Fidelity® VIP High Income Portfolio-Initial Class

Fidelity® VIP Asset Manager^SM Portfolio - Initial Class

Fidelity® VIP Index 500 Portfolio-Initial Class

Fidelity® VIP Overseas Portfolio-Initial Class

101

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Franklin Strategic Series:

Franklin Small-Mid Cap Growth Fund - Class A**

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities Fund-Class 2

The Growth Fund of America® - Class R-3**

The Growth Fund of America® - Class R-4**

The Income Fund of America® - Class R-3**

ING GET Fund:

ING GET Fund - Series H

ING GET Fund - Series I

ING GET Fund - Series J

ING GET Fund - Series K

ING GET Fund - Series L

ING GET Fund - Series Q

ING GET Fund - Series S

ING VP Balanced Portfolio, Inc. - Class I

ING VP Emerging Markets Fund

ING VP Intermediate Bond Portfolio - Class I

ING VP Money Market Portfolio - Class I

ING VP Natural Resources Trust

ING Investors Trust:

ING Julius Baer Foreign Portfolio - Service Class**

ING MFS Total Return Portfolio - Service Class*

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

ING Partners, Inc.:

ING Aeltus Enhanced Index Portfolio - Service Class*

ING American Century Select Portfolio - Service Class**

ING American Century Small Cap Value Portfolio - Service Class

ING Baron Small Cap Growth Portfolio - Service Class

ING Goldman Sachs® Capital Growth Portfolio - Service Class

ING JPMorgan International Portfolio - Initial Class

ING JPMorgan Mid Cap Value Portfolio - Service Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING OpCap Balanced Value Portfolio - Service Class

ING Oppenheimer Global Portfolio - Service Class**

ING PIMCO Total Return Portfolio - Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial Class

ING Partners, Inc. (continued):

ING Salomon Brothers Aggressive Growth Portfolio - Service Class**

ING Salomon Brothers Fundamental Value Portfolio - Service Class

ING Salomon Brothers Investors Value Portfolio - Service Class

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial Class

ING T. Rowe Price Growth Equity Portfolio - Service 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 - Service Class

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class I

ING VP Strategic Allocation Growth Portfolio - Class I

ING VP Strategic Allocation Income Portfolio - Class I

ING Financial Services Fund - Class A**

ING Variable Funds:

ING VP Growth and Income Portfolio - Class I

ING Variable Insurance Trust:

ING GET US Core Portfolio - Series 1*

ING GET US Core Portfolio - Series 2*

ING GET US Core Portfolio - Series 3*

ING GET US Core Portfolio - Series 5**

ING GET US Core Portfolio - Series 6**

ING GET US Core Portfolio - Series 7**

ING GNMA Income Fund - Class A**

ING Intermediate Bond Fund - Class A**

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology 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 International Equity Portfolio - Class I

ING VP Small Company Portfolio - Class I

ING VP Value Opportunity Portfolio - Class I

ING Variable Products Trust:

ING VP Financial Services Portfolio - Class I**

ING VP International Value Portfolio - Class I

102

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

ING Variable Products Trust (continued):

ING VP MagnaCap Portfolio - Class I

ING VP MidCap Opportunities Portfolio-Class I

ING VP Real Estate Portfolio - Class I**

ING VP SmallCap Opportunities Portfolio-Class I

ING Real Estate Fund - Class A**

Janus Advisor Series Balanced Fund - Class I**

Janus Aspen Series:

Janus Aspen Balanced Portfolio-Institutional Shares

Janus Aspen Capital Appreciation Portfolio-Service Shares

Janus Aspen Flexible Income Portfolio-Institutional Shares

Janus Aspen Growth Portfolio-Institutional Shares

Janus Aspen Mid Cap Growth Portfolio-Institutional Shares

Janus Aspen Worldwide Growth Portfolio-Institutional Shares

Janus Twenty Fund

Lord Abbett Affiliated Fund - Class A**

Lord Abbett Series Fund, Inc.:

Lord Abbett Growth and Income Portfolio - Class VC

Lord Abbett Mid-Cap Value Portfolio-Class VC

Lord Abbett Mid Cap Value Fund - Class A**

Lord Abbett Small-Cap Value Fund - Class A**

Massachusetts Investors Growth Stock Fund - Class A**

MFS® Variable Insurance Trust^SM:

MFS® Total Return Series-Initial Class

Moderate Allocation Portfolio**

Mutual Discovery Fund - Class R**

New Perspective Fund® - Class R-3**

New Perspective Fund® - Class R-4**

Oppenheimer Capital Appreciation Fund - Class A**

Oppenheimer Developing Markets Fund - Class A

Oppenheimer Global Fund - Class A**

Oppenheimer Main Street Fund® - Class A**

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth Fund/VA

Oppenheimer Global Securities Fund/VA

Oppenheimer Main Street® Fund/VA

Oppenheimer Main Street® Small Cap Fund/VA**

Oppenheimer Strategic Bond Fund/VA

Pax World Balanced Fund, Inc.

PIMCO NFJ Small-Cap Value Fund - Class A**

PIMCO VIT Real Return Portfolio - Admin Class**

Pioneer High Yield Fund - Class A**

Pioneer Variable Contracts Trust:

Pioneer Equity Income VCT Portfolio-Class I

Pioneer Fund - Class A**

Pioneer Fund VCT Portfolio-Class I

Pioneer High Yield VCT Portfolio - Class I**

Pioneer Mid Cap Value VCT Portfolio-Class I

Scudder Equity 500 Index Fund**

T. Rowe Price Mid-Cap Value Fund - R Class**

Templeton Foreign Fund - Class A**

Templeton Growth Fund, Inc. - Class A**

Templeton Income Trust:

Templeton Global Bond Fund - Class A**

UBS U.S. Small Cap Growth Fund - Class A**

Vanguard® 500 Index Fund - Investor Shares**

Vanguard® Variable Insurance Fund - Equity Income Portfolio**

Wangers Advisors Trust:

Wanger Select**

Wanger U.S. Smaller Companies**

Washington Mutual Investors Fund^SM - Class R-3**

Washington Mutual Investors Fund^SM - Class R-4**

* Investment Division added in 2003

** Investment Division added in 2004

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

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class

ING VP Growth Opportunities Portfolio - Class I

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.

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.

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.

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

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 Manager^SM

           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 Trust^SM:

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 Investors^SM - Class R-3

           1,189

                11

                   -

                   -

Washington Mutual Investors^SM - Class R-4

         34,398

                  1

                   -

                   -

112

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

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 Manager^SM

          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 Trust^SM:

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 Investors^SM - Class R-3

          116,876

              2,064

          114,812

                     -

Washington Mutual Investors^SM - 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

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 Manager^SM

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 Investors^SM - 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 Investors^SM - 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

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

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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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

224

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Fidelity® VIP Asset Manager^SM

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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING GET Fund - Series J

2004

           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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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

231

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING 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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING T. Rowe Price Growth Equity - 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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Strategic Allocation Growth

2004

      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

237

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING 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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(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

244

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

245

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Oppenheimer 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

247

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Pioneer Fund

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

249

ING life insurance and annuity company
variable annuity account c

Notes to Financial Statements

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

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 Investors^SM - 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 Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Washington Mutual Investors^SM - 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

Fund Regulatory Issues

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.

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.

Other Regulatory Matters

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.75992-05

ILIAC Ed. April 2005

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

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%

		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 Manager^SM	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

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

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense Ratio^B	Total Return^C
Division		(000's)	(lowest to highest)	(000's)	Ratio^A		(lowest to highest)	(lowest to highest)
Fidelity® 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)

			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

		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

			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

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

			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

		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

		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