6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For April 22, 2008

Commission File Number 1-14642

ING Groep N.V.

Amstelveenseweg 500 1081-KL Amsterdam The Netherlands

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1): o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7): o

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-130040) OF THE ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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ING Groep N.V. (the “Company”) announced that, today, the Annual General Meeting of Shareholders appointed Ernst & Young (“E&Y”) as the Company’s sole audit firm. As a result, KPMG will no longer serve as auditor of ING Bank N.V. A copy of the related press release dated April 22, 2008 is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

During the years ended December 31, 2006 and 2007 and until the date hereof, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused it to make reference thereto in its reports on the Company’s financial statements for those years.

The audit reports of KPMG on the ING Bank N.V.’s consolidated financial statements as of and for the years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

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EXHIBIT INDEX:

Exhibit 99.1 Press release dated April 22, 2008

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SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

ING Groep N.V. (Registrant)
By:	/s/ J.H. van Barneveld
	J.H. van Barneveld
	General Manager Group Finance & Control

By:	/s/ H.J. Bruisten
	H.J. Bruisten
	Assistant General Counsel

Dated: April 22, 2008

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EX-99.1

	CORPORATE COMMUNICATIONS
PRESS RELEASE	Amsterdam, 22 April 2008

ING Group GMS adopts 2007 Annual Accounts

The General Meeting of Shareholders (GMS) of ING Groep N.V. today adopted the 2007 Annual Accounts and declared a total dividend for 2007 of EUR 1.48 per (depositary receipt for an) ordinary share. The dividend, as announced on 20 February 2008, represents an increase of 12% from EUR 1.32 for 2007. Taking into account the interim dividend of EUR 0.66 made payable in August 2007, the final dividend amounts to EUR 0.82 per (depositary receipt for an) ordinary share to be paid fully in cash. ING’s shares will be quoted ex-dividend as of 24 April 2008 and the final dividend will be made payable 5 May 2008 on NYSE Euronext Amsterdam and on 12 May 2008 on the NYSE.

In addition, the GMS approved the reappointment of Eric Boyer de la Giroday (Head of Wholesale Banking) and Eli Leenaars (Head of Retail Banking) as members of the Executive Board.

The GMS also appointed Harish Manwani, Aman Mehta, Joan Spero and Jackson Tai to the Supervisory Board. The required approvals were obtained from the Dutch Central Bank at an earlier stage. In addition, Eric Bourdais de Charbonnière has been reappointed to the Supervisory Board.
As announced on 19 March 2008, Luella Gross Goldberg retired from the Supervisory Board.

As per 22 April, the Supervisory Board of ING Group consists of:

Jan Hommen, Chairman	Wim Kok
Eric Bourdais de Charbonnière, Vice-Chairman	Godfried van der Lugt
Henk Breukink	Harish Manwani
Peter Elverding	Aman Mehta
Claus Dieter Hoffmann	Joan Spero
Piet Hoogendoorn	Jackson Tai
Piet Klaver	Karel Vuursteen

The GMS also appointed Ernst & Young Accountants as the sole auditor of the company to audit the Annual Accounts for the financial years 2008 to 2011.

Furthermore, the GMS authorised the cancellation of all preference A shares purchased by ING Groep N.V. as well as the redemption and cancellation of the preference A shares which are not held by the company, which follows the public offer made for the (depositary receipts for) preference A shares as announced on 5 March 2008.

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Press enquiries
Press enquiries
Carolien van der Giessen, ING Group
+31 20 541 6522
Carolien.van.der.Giessen@ing.com

Profile ING
ING is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 120,000 people, ING comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

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