EXHIBIT 99 B.8.xxxxi

                                     FORM OF
                      AMENDMENT TO PARTICIPATION AGREEMENT









                             EXHIBIT 99-B.8.xxxxi
                                     FORM OF
                      AMENDMENT TO PARTICIPATION AGREEMENT

                                      AMONG

                               ING PARTNERS, INC.

                     ING LIFE INSURANCE AND ANNUITY COMPANY

                                       AND

                           ING FINANCIAL ADVISERS, LLC

         This Amendment is dated as of ___ day of ___________, 200__ by and
between ING Partners, Inc. (the "Fund"), ING Life Insurance and Annuity Company
(referred to as the "Adviser" in its capacity as investment adviser to the Fund,
and the "Company" in its capacity as the issuer of variable annuity and variable
life insurance contracts), and ING Financial Advisers, LLC (the "Distributor")
(collectively, the "Parties").

         WHEREAS, the Parties entered into a Participation Agreement on November
28, 2001 (the "Agreement") and subsequently amended the Agreement on March 5,
2002, May 1, 2003; and November 1, 2004

         WHEREAS, the Parties desire to further amend said Agreement in the
manner hereinafter set forth;

         NOW THEREFORE, the parties hereby amend the Agreement in the following
form:

         1.   By replacing the existing Schedule B with the Schedule B attached
hereto.

         2.   All of the other provisions contained in the Agreement shall
remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized signatories as of the date and year first
above written.


ING PARTNERS, INC.                     ING LIFE INSURANCE AND ANNUITY COMPANY

By:                                    By:
    -----------------------------          ------------------------------------



ING FINANCIAL ADVISERS, LLC

By:
         ---------------------------------------------
Name:
         ---------------------------------------------
Title:
         ---------------------------------------------





                                   SCHEDULE B

                               ING PARTNERS, INC.
                              DESIGNATED PORTFOLIOS


  
     ING Aeltus Enhanced Index Portfolio - Initial, Adviser and Service Class
     ING Alger Growth Portfolio - Initial, Adviser and Service Class
     ING Alger Aggressive Growth Portfolio - Initial, Adviser and Service Class
     ING Alger Capital Appreciation Portfolio - Initial, Adviser and Service Class
     ING American Century Small Cap Value Portfolio - Initial, Adviser and Service Class
     ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class
     ING Fidelity(R) VIP Contrafund(R) Portfolio** - Initial, Adviser and Service Class
     ING Fidelity(R) VIP Growth Portfolio - Initial, Adviser and Service Class
     ING Fidelity(R) VIP Value Strategies Portfolio - Initial, Adviser and Service Class
     ING Fidelity(R) VIP Equity-Income Portfolio - Initial, Adviser and Service Class
     ING Fidelity(R) VIP Mid Cap Portfolio - Initial, Adviser and Service Class
     ING Goldman Sachs(R) Capital Growth Portfolio* - Initial, Adviser and Service Class
     ING Goldman Sachs(R) Core Equity Portfolio* - Initial, Adviser and Service Class
     ING JPMorgan Fleming International Portfolio - Initial, Adviser and Service Class
     ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class
     ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class
     ING MFS Global Growth Portfolio - Initial, Adviser and Service Class
     ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class
     ING Oppenheimer Strategic Income Portfolio - Initial, Adviser and Service Class
     ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class
     ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class
     ING Salomon Brothers Investors Value Portfolio - Initial, Adviser and Service Class
     ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class
     ING T. Rowe Price Growth Equity Portfolio - Initial, Adviser and Service Class
     ING UBS U.S. Allocation Portfolio - Initial, Adviser and Service Class
     ING UBS U.S. Large Cap Equity Portfolio - Initial, Adviser and Service Class
     ING Van Kampen Comstock Portfolio - Initial, Adviser and Service Class
     ING Solution 2015 Portfolio - Initial, Adviser and Service Class
     ING Solution 2025 Portfolio - Initial, Adviser and Service Class
     ING Solution 2035 Portfolio - Initial, Adviser and Service Class
     ING Solution 2045 Portfolio - Initial, Adviser and Service Class
     ING Solution Income Portfolio - Initial, Adviser and Service Class
     ING American Century Select Portfolio - Initial, Adviser and Service Class
     ING Oppenheimer Global Portfolio - Initial, Adviser and Service Class
     ING Oppenheimer Strategic Income Portfolio - Initial, Adviser and Service Class
     ING Baron Small Cap Portfolio - Initial, Adviser and Service Class
     ING Van Kampen Equity and Income Portfolio - Initial, Adviser and Service Class


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*Goldman Sachs(R) is a registered service mark of Goldman, Sachs & Co., and it
is used by agreement with Goldman, Sachs & Co.
** Fidelity(R) and Contrafund(R) are registered trademarks of FMR Corp.