ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF ING USA ANNUITY AND LIFE INSURANCE COMPANY

                            PROSPECTUS SUPPLEMENT

                            DATED AUGUST 1, 2005

                 TO YOUR CURRENT VARIABLE ANNUITY PROSPECTUS

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

THE "INDUSTRY DEVELOPMENTS - TRADING" SECTION OF THE PROSPECTUS IS HEREBY
DELETED AND REPLACED WITH THE FOLLOWING:

INDUSTRY DEVELOPMENTS - TRADING

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 ING, 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.

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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 the Company 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 our business practices are
appropriate.

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

ING has agreed to indemnify and hold harmless the ING Funds from all damages
resulting from wrongful conduct by ING or its employees or from ING's internal
investigation, any investigations conducted by any governmental or
self-regulatory agencies, litigation or other formal proceedings, including any
proceedings by the Securities and Exchange Commission ("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.






















ING USA ANNUITY AND LIFE INSURANCE COMPANY
ING USA ANNUITY AND LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN IOWA.


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