485BPOS

As filed with the Securities and Exchange	Registration No. 333-70600
Commission on May 1, 2007	Registration No. 811-05626

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-4

     POST-EFFECTIVE AMENDMENT NO. [ 19 ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. [ ]

(Check appropriate box or boxes)

SEPARATE ACCOUNT B
(Exact name of Registrant)

     ING USA ANNUITY AND LIFE INSURANCE COMPANY (Name of Depositor) 1475 Dunwoody Drive West Chester, Pennsylvania 19380-1478 (Address of Depositor’s Principal Executive Offices) (Zip Code) Depositor’s Telephone Number, including Area Code (610) 425-3400

Michael A. Pignatella, Counsel	John S. (Scott) Kreighbaum, Esq.
ING	ING Americas (U.S. Legal Services)
151 Farmington Avenue	1475 Dunwoody Drive
Hartford, CT 06156	West Chester, PA 19308-1478
(860) 723-2239	(610) 425-3404
	(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check appropriate box):

X	immediately upon filing pursuant to paragraph (b) of Rule 485
	on	pursuant to paragraph (b) of Rule 485
	60 days after filing pursuant to paragraph (a)(1) of Rule 485
	on	pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously 
filed post-effective amendment.

Title of Securities Being Registered: Group and Individual Deferred Variable Annuity Contract

PARTS A AND B

The Prospectus and Statement of Additional Information, each dated April 30, 2007, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 19 by reference to the Registrant’s filing under Rule 497(c), as filed on April 30, 2007 (File No. 333-70600).

A supplement dated May 1, 2007 to the Prospectus is included in Part A of this Post-Effective Amendment No. 19.

ING USA Annuity and Life Insurance Company and its Separate Account B

ING Rollover Choice^SM Variable Annuity

Supplement dated May 1, 2007 to the
Contract Prospectus dated April 30, 2007

This supplement updates certain information contained in your Contract Prospectus. Please read it carefully and keep it with your current Contract Prospectus for future reference.

1.	Effective November 6, 2006, the ING Diversified International Fund (Class R) was made available for investment under the contract. The fund was subsequently closed to new investment effective April 26, 2007, and no further purchase payments or reallocations into the subaccount investing in this fund may be made after this date. The ING Diversified International Fund is structured as a fund of funds that invests directly in shares of underlying funds.
	The fund may have higher fees and expenses than a fund that invests directly in debt and equity securities because it also incurs the fees and expenses of the underlying funds in which it invests. The fund is an affiliated fund, and the underlying funds in which it invests may be affiliated as well. The fund’s prospectus discloses the aggregate annual operating expenses of the fund and its corresponding underlying fund or funds.
2.	The minimum and maximum total annual fund operating expenses shown in the Contract Prospectus did not change with the addition of the ING Diversified International Fund.
	Therefore, there is no change to the hypothetical examples shown in the Contract Prospectus.
3.	The following information is added to Appendix B – The Funds in the Contract Prospectus:

Fund Name	Investment	Investment Objective(s)
	Adviser/Subadviser
ING Mutual Funds – ING	ING Investments, LLC	Seeks long term capital
Diversified International		growth.
Fund	Consultant: ING
	Investment Management Co.

X.70600-07  May 2007 

SEPARATE ACCOUNT B
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
Financial Statements:

(a)(1)	Incorporated by reference in Part A:
	Condensed Financial Information

(2)	Incorporated by reference in Part B: Financial Statements of Separate Account B:
		Report of Independent Registered Public Accounting Firm
		Statements of Assets and Liabilities as of December 31, 2006
		Statements of Operations for the year ended December 31, 2006
		Statements of Changes in Net Assets for the years ended December 31, 2006 and 2005
		Notes to Financial Statements
		Financial Statements of ING USA Annuity and Life Insurance Company:
		Report of Independent Registered Public Accounting Firm
		Statements of Operations for the years ended December 31, 2006, 2005 and 2004
		Balance Sheets as of December 31, 2006 and 2005
		Statements of Changes in Shareholder’s Equity for the years ended December 31, 2006, 2005 and 2004
		Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
		Notes to Financial Statements

(b)	Exhibits
	(1)	Resolution of the Board of Directors of ING USA Annuity and Life Insurance Company authorizing the establishment of the Registrant · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600; 811-5626).
	(2)	Not applicable

(3.1)	Amendment to and Restatement of the Distribution Agreement between ING
	USA and Directed Services, Inc. effective January 1, 2004 · Incorporated
	herein by reference to Post-Effective Amendment No. 2 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on
	April 9, 2004 (File Nos. 333-90516, 811-5626).
(3.2)	Master Selling Agreement · Incorporated by reference to Registration
	Statement on Form N-4 for Separate Account B filed with the Securities and
	Exchange Commission on May 12, 2006 (File Nos. 333-70600; 811-5626).
(4.1)	Variable Annuity Group Master Contract (GA-MA-1102) · Incorporated by
	reference to Pre-Effective Amendment No. 1 to the Registration Statement on
	Form N-4 for Separate Account B filed with the Securities and Exchange
	Commission on December 11, 2001 (File Nos. 333-70600; 811-5626).

(4.2)	Variable Annuity Contract (GA-IA-1102) · Incorporated by reference to Pre-
	Effective Amendment No. 1 to the Registration Statement on Form N-4 for
	Separate Account B filed with the Securities and Exchange Commission on
	December 11, 2001 (File Nos. 333-70600; 811-5626).
(4.3)	Variable Annuity Certificate (GA-CA1102) · Incorporated by reference to Pre-
	Effective Amendment No. 1 to the Registration Statement on Form N-4 for
	Separate Account B filed with the Securities and Exchange Commission on
	December 11, 2001 (File Nos. 333-70600; 811-5626).
(4.4)	GET Fund Rider (GA-RA-1085) · Incorporated by reference to Pre-Effective
	Amendment No. 1 to the Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on December
	11, 2001 (File Nos. 333-70600; 811-5626).
(4.5)	Section 72 Rider · Incorporated by reference to Pre-Effective Amendment No.
	1 to the Registration Statement on Form N-4 for Separate Account B filed with
	the Securities and Exchange Commission on December 11, 2001 (File Nos.
	333-70600; 811-5626).
(4.6)	Waiver of Surrender Charge Rider · Incorporated by reference to Pre-Effective
	Amendment No. 1 to the Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on December
	11, 2001 (File Nos. 333-70600; 811-5626).
(4.7)	Simple Retirement Account Rider · Incorporated herein by reference to Post-
	Effective Amendment No. 34 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351,
	811-5626).
(4.8)	403(b) Rider · Incorporated herein by reference to Post-Effective Amendment
	No. 34 to a Registration Statement on Form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 15, 2003 (File Nos. 033-23351, 811-5626).
(4.9)	Individual Retirement Annuity Rider · Incorporated herein by reference to
	Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351,
	811-5626).
(4.10)	ROTH Individual Retirement Annuity Rider · Incorporated herein by reference
	to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-
	23351, 811-5626).
(4.11)	Death Benefit Option Package Endorsement (GA-RA-1117) · Incorporated
	herein by reference to Post-Effective Amendment No. 4 to a Registration
	Statement on Form N-4 for Golden American Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on
	August 1, 2003 (File Nos. 333-70600, 811-5626).

(4.12)	Company Address and Name Change Endorsement · Incorporated herein by
	reference to Post-Effective Amendment No. 25 to a Registration Statement on
	Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on February 13,
	2004 (File Nos. 333-28679, 811-5626).
(4.13)	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Life
	Pay) (IU-RA-3023) · Incorporated by reference to Post-Effective Amendment
	No. 15 to Registration Statement on Form N-4 for Separate Account B filed
	with the Securities and Exchange Commission on July 20, 2006 (File Nos. 333-
	70600; 811-5626).
(4.14)	Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit
	Rider with Reset (LifePay) (IU-RA-3023) · Incorporated by reference to Post-
	Effective Amendment No. 15 to Registration Statement on Form N-4 for
	Separate Account B filed with the Securities and Exchange Commission on
	July 20, 2006 (File Nos. 333-70600; 811-5626).
(4.15)	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint
	Life Pay) (IU-RA-3029) · Incorporated by reference to Post-Effective
	Amendment No. 15 to Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on July 20,
	2006 (File Nos. 333-70600; 811-5626).

(5)      Variable Annuity Application (GA-CDF-1105(08/06)) · Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on August 3, 2006 (File Nos. 333-70600; 811-5626).

(6.1)	Restated Articles of Incorporation Providing for the Redomestication of Golden
	American Life Insurance Company dated July 2 and 3, 2003, effective January
	1, 2004 · Incorporated by reference to Company's 10-K, as filed with the SEC
	on March 29, 2004 (File No. 033-87270).
(6.2)	Amendment to Articles of Incorporation Providing for the Name Change of
	Golden American Life Insurance Company dated November 20, 2003, effective
	January 1, 2004 · Incorporated by reference to the Company's 10-K, as filed
	with the SEC on March 29, 2004 (File No. 033-87270).
(6.3)	Amendment to Articles of Incorporation Providing for the Change in Purpose
	and Powers of ING USA Annuity and Life Insurance Company dated March 3
	and 4, 2004, effective March 11, 2004 · Incorporated by reference to the
	Company's 10-Q, as filed with the SEC on May 17, 2004 (File No. 033-87270).
(6.4)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance
	Company, effective January 1, 2005 · Incorporated by reference to Registrant’s
	Form 10-K as filed with the Securities and Exchange Commission on May 13,
	2005 (File No. 33-87270).
(6.5)	Resolution of the Board of Directors for Powers of Attorney, dated (04/23/99) ·
	Incorporated by reference to Post-Effective Amendment No. 3 to a Registration
	Statement on Form N-4 for Golden American Life Insurance Separate Account
	B filed with the Securities and Exchange Commission on April 23, 1999 (File
	Nos. 333-28679, 811-5626).
(7)	Not applicable

(8.1)	Organizational Agreement dated December 28, 1988 · Incorporated by
	reference to the Initial Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on October 1,
	2001 (File Nos. 333-70600; 811-5626).
(8.2)	Assignment Agreement dated March 20, 1991 for Organizational Agreement ·
	Incorporated by reference to Post-Effective Amendment No. 40 to the
	Registration Statement on Form N-1A to the GCG Trust as filed on May 3,
	1999 (File No. 33-23512)
(8.3)	Addendum to Organizational Agreement (adding Market Manager Series and
	Value Equity Series) · Incorporated by reference to Post-Effective Amendment
	No. 35 to the Registration Statement on Form N-1A to the GCG Trust as filed
	on November 26, 1997 (File No. 33-23512).
(8.4)	Addendum dated September 25, 1995 to Organizational Agreement (adding
	Strategic Equity Series) · Incorporated by reference to Post-Effective
	Amendment No. 40 to the Registration Statement on Form N-1A to the GCG
	Trust as filed on May 3, 1999 (File No. 33-23512).
(8.5)	Addendum dated December 29, 1995 to Organizational Agreement (adding
	Small Cap Series) · Incorporated by reference to Post-Effective Amendment
	No. 24 to the Registration Statement on Form N-1A to the GCG Trust as filed
	on December 22, 1995 (File No. 33-23512).
(8.6)	Addendum to Organizational Agreement (adding Managed Global Series) ·
	Incorporated by reference to Post-Effective Amendment No. 27 to the
	Registration Statement on Form N-1A to the GCG Trust as filed on June 14,
	1996 (File No. 33-23512).
(8.7)	Addendum dated August 19, 1997 to Organizational Agreement (adding Mid-
	Cap Growth Series, Research Series, Total Return Series, Growth & Income
	Series, Value & Growth, Global Fixed Income Series, Growth Opportunities
	Series, and Developing World Series) · Incorporated by reference to Post-
	Effective Amendment No. 33 to the Registration Statement on Form N-1A to
	the GCG Trust as filed on September 2, 1997 (File No. 33-23512).
(8.8)	Addendum dated February 16, 1999 to Organizational Agreement (adding
	International Equity Series and the Large Cap Value Series) · Incorporated by
	reference to Post-Effective Amendment No. 42 to the Registration Statement on
	Form N-1A to the GCG Trust as filed on February 29, 2000 (File No. 33-
	23512).
(8.9)	Addendum dated June 15, 1999 to Organizational Agreement (adding
	Diversified Mid-Cap Series, Asset Allocation Growth Series and the Special
	Situations Series) · Incorporated by reference to Post-Effective Amendment
	No. 43 to the Registration Statement on Form N-1A to the GCG Trust as filed
	on July 14, 2000 (File No. 33-23512).
(8.10)	Addendum dated November 16, 2000 to Organizational Agreement (adding
	International Equity Series) · Incorporated by reference to Post-Effective
	Amendment No. 44 to the Registration Statement on Form N-1A to the GCG
	Trust as filed on December 1, 2000 (File No. 33-23512).

(8.11)	Addendum dated February 22, 2001 to Organizational Agreement (adding
	Internet Tollkeeper Series) · Incorporated by reference to Post-Effective
	Amendment No. 46 to the Registration Statement on Form N-1A to the GCG
	Trust as filed on April 27, 2001 (File No. 33-23512).
(8.12)	Addendum dated February 26, 2002 to Organizational Agreement (adding
	Global Franchise, Equity Growth, J.P. Morgan Fleming, Small Cap Equity,
	Fundamental Growth, Focus Value, International Enhanced EAFE) ·
	Incorporated by reference to Post-Effective Amendment No. 48 to the
	Registration Statement on Form N-1A to the GCG Trust as filed on April 24,
	2002 (File No. 33-23512).
(8.13)	Service Agreement effective as of January 1, 1994 between Golden American
	Life Insurance Company and Directed Services, Inc. · Incorporated by
	reference to the Initial Registration Statement on Form N-4 (File No. 333-
	70600), as filed on October 1, 2001.
(8.14)	Asset Management Agreement effective as of January 20, 1998 between
	Golden American Life Insurance Company and ING Investment Management
	LLC · Incorporated by reference to the Initial Registration Statement on Form
	N-4 (File No. 333-70600), as filed on October 1, 2001.
(8.15)	Amendments effective January 1, 2003 to Asset Management Agreement
	effective as of January 20, 1998 between Golden American Life Insurance
	Company and ING Investment Management LLC · Incorporated by reference
	to Exhibit 10.A(l) to ING USA Annuity and Life Insurance Company’s Form
	10-K filed with the SEC on March 29, 2004 (File No. 033-87270).
(8.16)	Third Amendment effective August 18, 2003 to Asset Management Agreement
	effective as of January 20, 1998, as amended on January 1, 2003, between
	Golden American Life Insurance Company and ING Investment Management
	LLC · Incorporated by reference to Exhibit 10.A(n) to ING USA Annuity and
	Life Insurance Company’s Form 10-K filed with the SEC on March 29, 2004
	(File No. 033-87270).
(8.17)	Surplus Note, dated (09/30/99) between Golden American Life Insurance
	Company and ING American Insurance Holdings, Inc. · Incorporated by
	reference to the Initial Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on October 1,
	2001 (File Nos. 333-70600; 811-5626).
(8.18)	Surplus Note, dated (12/08/99) between Golden American Life Insurance
	Company and First Columbine Life Insurance Company · Incorporated by
	reference to the Initial Registration Statement on Form N-4 for Separate
	Account B filed with the Securities and Exchange Commission on October 1,
	2001 (File Nos. 333-70600; 811-5626).
(8.19)	Reinsurance Agreement, effective (01/01/00) between Golden American Life
	Insurance Company and Security Life of Denver International Limited ·
	Incorporated by reference to the Initial Registration Statement on Form N-4 for
	Separate Account B filed with the Securities and Exchange Commission on
	October 1, 2001 (File Nos. 333-70600; 811-5626).

(8.20)	Letter of Credit between Security Life of Denver International Limited and The
	Bank of New York · Incorporated by reference to the Initial Registration
	Statement on Form N-4 for Separate Account B filed with the Securities and
	Exchange Commission on October 1, 2001 (File Nos. 333-70600; 811-5626).
(8.21)	Surplus Note for $50,000,000 aggregate principal amount, dated December 29,
	2004, issued by ING USA Annuity and Life Insurance Company to its affiliate,
	Security Life of Denver International Limited · Incorporated by reference from
	Exhibit 10.(q) to ING USA Annuity and Life Insurance Company’s Form 10-K
	filed with the Securities and Exchange Commission on March 18, 2005 (File
	No. 033-87270; Accession No. 0000837276-05-000070).
(8.22)	Surplus Note for $175,000,000 aggregate principal amount, dated December
	29, 2004, issued by ING USA Annuity and Life Insurance Company to its
	affiliate, ING Life Insurance and Annuity Company · Incorporated by reference
	from Exhibit 10.(r) to ING USA Annuity and Life Insurance Company’s Form
	10-K filed with the Securities and Exchange Commission on March 18, 2005
	(File No. 033-87270; Accession No. 0000837276-05-000070).
(8.23)	Surplus Note for $175,000,000 aggregate principal amount, dated December
	29, 2004, issued by ING USA Annuity and Life Insurance Company to its
	affiliate, ReliaStar Life Insurance Company · Incorporated by reference from
	Exhibit 10(s) to ING USA Annuity and Life Insurance Company’s Form 10-K
	filed with the Securities and Exchange Commission on March 18, 2005 (File
	No. 033-87270; Accession No. 0000837276-05-000070).
(8.24)	Services Agreement dated January 1, 2001 by and between Golden American
	Life Insurance Company and ING affiliated Insurance Companies listed on
	Exhibit B · Incorporated by reference from Exhibit 10.A(k) to ING USA
	Annuity and Life Insurance Company’s Form 10-K filed with the Securities and
	Exchange Commission on March 18, 2005 (File No. 033-87270; Accession No.
	0000837276-05-000070).
(8.25)	Services Agreement dated January 1, 2001 by and between Golden American
	Life Insurance Company and ING North American Insurance Corporation, Inc.
	· Incorporated by reference from Exhibit 10.A(g) to ING USA Annuity and
	Life Insurance Company’s Form 10-K filed with the Securities and Exchange
	Commission on March 18, 2005 (File No. 033-87270; Accession No.
	0000837276-05-000070).
(8.26)	Form of Finance Shared Services Center Services Agreement dated September
	1, 2000 by and among ING North American Insurance Corporation, Inc. and
	ING affiliated Insurance Companies · Incorporated by reference to Pre-
	Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
	No. 333-70600), as filed on December 11, 2001.
(8.27)	Participation Agreement made and entered into as of May 1, 2001 among
	Pilgrim Variable Products Trust, ING Pilgrim Investments, LLC, Golden
	American Life Insurance Company and ING Pilgrim Securities, Inc. ·
	Incorporated by reference to Post-Effective Amendment No. 25 to Registration
	Statement on Form N-1A for ING Variable Products Trust (File No. 33-73140),
	as filed on April 15, 2004.

(8.28)	Amendment executed August 30, 2002 Participation Agreement made and
	entered into as of May 1, 2001 among Pilgrim Variable Products Trust, ING
	Pilgrim Investments, LLC, Golden American Life Insurance Company and ING
	Pilgrim Securities, Inc. · Incorporated by reference to Post-Effective
	Amendment No. 25 to Registration Statement on Form N-1A for ING Variable
	Products Trust (File No. 33-73140), as filed on April 15, 2004.
(8.29)	Participation Agreement made and entered into as of July 13, 2001 by and
	among Golden American Life Insurance Company, Pioneer Variable Contracts
	Trust, and Pioneer Funds Distributor, Inc. · Incorporated by reference to Post-
	Effective Amendment No. 32 to Registration Statement on Form N-4 (File No.
	33-23351), as filed on April 29, 2002.
(8.30)	Participation Agreement made and entered into as of July 20, 2001 by and
	among Golden American Life Insurance Company and Fidelity Distributors
	Corporation on behalf of each of its Variable Insurance Products · Incorporated
	by reference to Post-Effective Amendment No. 32 to Registration Statement on
	Form N-4 (File No. 33-23351), as filed on April 29, 2002.
(8.31)	Participation Agreement effective as of July 16, 2001 by and among Golden
	American Life Insurance Company, Aetna Variable Fund, Aetna Variable
	Encore Fund, Aetna Income Shares, Aetna Balanced, VP, Inc., Aetna GET
	Fund on behalf of its series, Aetna Variable Portfolios, Inc. on behalf of its
	series, and Aeltus Investment Management, Inc. · Incorporated by reference to
	Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File
	No. 333-70600), as filed on April 30, 2002.
(8.32)	Participation Agreement dated as of July 20, 2001 by and among Franklin
	Templeton Variable Insurance Products Trust, Franklin Templeton
	Distributors, Inc. and Aetna Life Insurance and Annuity Company ·
	Incorporated by reference to Post-Effective Amendment No. 27 to Registration
	Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.
(8.33)	Amendment dated as of January 2, 2002 to Participation Agreement dated as of
	July 20, 2001 by and among Franklin Templeton Variable Insurance Products
	Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity
	Company, Aetna Insurance Company of America, Golden American Life
	Insurance Company and Direct Services, Inc. · Incorporated by reference to
	Post-Effective Amendment No. 30 to Registration Statement on Form N-4
	(File No. 333-01107), as filed on April 10, 2002.
(8.34)	Second Amendment dated December 10, 2003 to Participation Agreement
	dated July 20, 2001 and as amended on January 2, 2002 by and among Franklin
	Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,
	Inc., ING Life Insurance and Annuity Company, ING Insurance Company of
	America, Golden American Life Insurance Company and Directed Services,
	Inc. · Incorporated by reference to Post-Effective Amendment No. 32 to
	Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13,
	2004.
(8.35)	Third Amendment dated May 3, 2004 to Participation Agreement dated July 20,
	2001 and as amended on January 2, 2002 and December 10, 2003 by and
	among Franklin Templeton Variable Insurance Products Trust, Franklin

	Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING
	Insurance Company of America, Golden American Life Insurance Company
	and Directed Services, Inc. and ReliaStar Life Insurance Company ·
	Incorporated by reference to Post-Effective Amendment No. 30 to Registration
	Statement on Form N-4 (File No. 33-81216), as filed on April 12, 2005.
(8.36)	Amended and Restated Administrative Services Agreement executed as of
	October 3, 2005, between Franklin Templeton Services, LLC, ING Life
	Insurance and Annuity Company, ING Insurance Company of America, ING
	USA Annuity and Life Insurance Company and ReliaStar Life Insurance
	Company · Incorporated by reference to Post-Effective Amendment No. 32 to
	Registration Statement on Form N-4 (File No. 33-81216), as filed on April 11,
	2006.
(8.37)	Fund Participation Agreement effective July 13, 2001 between Golden
	American Life Insurance Company, Portfolio Partners, Inc. (to be renamed ING
	Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity
	Company (to be renamed ING Life Insurance and Annuity Company effective
	May 1, 2002) · Incorporated by reference to Post-Effective Amendment No. 1
	to Registration Statement on Form N-4 (File No. 333-70600), as filed on April
	30, 2002.
(8.38)	Amendment dated September 1, 2001 to Participation Agreement between
	Golden American Life Insurance Company, Portfolio Partners, Inc. (to be
	renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and
	Annuity Company (to be renamed ING Life Insurance and Annuity Company
	effective May 1, 2002), and Aetna Investment Services, LLC (to be renamed
	ING Financial Advisers, LLC effective May 1, 2002) · Incorporated by
	reference to Post-Effective Amendment No. 1 to Registration Statement on
	Form N-4 (File No. 333-70600), as filed on April 30, 2002.
(8.39)	Amendment dated May 1, 2003 to Participation Agreement between Golden
	American Life Insurance Company, Portfolio Partners, Inc. (to be renamed ING
	Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity
	Company (to be renamed ING Life Insurance and Annuity Company effective
	May 1, 2002), and Aetna Investment Services, LLC (to be renamed ING
	Financial Advisers, LLC effective May 1, 2002) · Incorporated by reference to
	Post-Effective Amendment No. 11 to Registration Statement on Form N-1A
	(File No. 333-32575), as filed on April 30, 2003.
(8.40)	Amendment dated November 1, 2004 to Participation Agreement between
	Golden American Life Insurance Company, Portfolio Partners, Inc. (to be
	renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and
	Annuity Company (to be renamed ING Life Insurance and Annuity Company
	effective May 1, 2002), and Aetna Investment Services, LLC (to be renamed
	ING Financial Advisers, LLC effective May 1, 2002) · Incorporated by
	reference to Post-Effective Amendment No. 20 to Registration Statement on
	Form N-1A (File No. 333-32575), as filed on April 1, 2005.

(8.41)	Amendment dated April 29, 2005 to Participation Agreement between Golden
	American Life Insurance Company, Portfolio Partners, Inc. (to be renamed ING
	Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity
	Company (to be renamed ING Life Insurance and Annuity Company effective
	May 1, 2002), and Aetna Investment Services, LLC (to be renamed ING
	Financial Advisers, LLC effective May 1, 2002) · Incorporated by reference to
	Post-Effective Amendment No. 15 to Registration Statement on Form N-4 for
	Separate Account B filed with the Securities and Exchange Commission on
	July 20, 2006 (File Nos. 333-70600; 811-5626).
(8.42)	Amendment dated August 31, 2005 to Participation Agreement between
	Golden American Life Insurance Company, Portfolio Partners, Inc. (to be
	renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and
	Annuity Company (to be renamed ING Life Insurance and Annuity Company
	effective May 1, 2002), and Aetna Investment Services, LLC (to be renamed
	ING Financial Advisers, LLC effective May 1, 2002) · Incorporated by
	reference to Post-Effective Amendment No. 15 to Registration Statement on
	Form N-4 for Separate Account B filed with the Securities and Exchange
	Commission on July 20, 2006 (File Nos. 333-70600; 811-5626).
(8.43)	Amendment dated December 7, 2005 to Participation Agreement between
	Golden American Life Insurance Company, Portfolio Partners, Inc. (to be
	renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and
	Annuity Company (to be renamed ING Life Insurance and Annuity Company
	effective May 1, 2002), and Aetna Investment Services, LLC (to be renamed
	ING Financial Advisers, LLC effective May 1, 2002) · Incorporated by
	reference to Post-Effective Amendment No. 15 to Registration Statement on
	Form N-4 for Separate Account B filed with the Securities and Exchange
	Commission on July 20, 2006 (File Nos. 333-70600; 811-5626).
(8.44)	Amendment dated April 28, 2006 to Participation Agreement effective July
	13, 2001 between ING Partners, Inc., ING Life Insurance and Annuity
	Company, ING Financial Advisers, LLC, and ING USA Annuity and Life
	Insurance Company · Incorporated by reference to Post-Effective Amendment
	No. 17 to Registration Statement on Form N-4 for Separate Account B filed
	with the Securities and Exchange Commission on December 6, 2006 (File
	Nos. 333-70600; 811-05626).
(8.45)	Shareholder Servicing Agreement effective January 1, 2002 between ING
	Partners, Inc. (formerly Portfolio Partners, Inc. and Golden American Life
	Insurance Company, Service Class Shares · Incorporated by reference to Post-
	Effective Amendment No. 17 to Registration Statement on Form N-1A (File
	No. 333-127202), as filed on October 29, 2004.
(8.46)	Amendment effective May 1, 2003 to Shareholder Servicing Agreement
	effective January 1, 2002 between ING Partners, Inc. (formerly Portfolio
	Partners, Inc. and Golden American Life Insurance Company, Service Class
	Shares · Incorporated by reference to Post-Effective Amendment No. 11 to
	Registration Statement on Form N-1A (File No. 333-127202), as filed on April
	30, 2003.

(8.47)	Amendment dated November 1, 2004 to Shareholder Servicing Agreement
	effective January 1, 2002 between ING Partners, Inc. (formerly Portfolio
	Partners, Inc. and Golden American Life Insurance Company, Service Class
	Shares · Incorporated by reference to Post-Effective Amendment No. 20 to
	Registration Statement on Form N-1A (File No. 333-127202), as filed on April
	1, 2005.
(8.48)	Amendment dated December 7, 2005 to Shareholder Servicing Agreement
	effective January 1, 2002 between ING Partners, Inc. (formerly Portfolio
	Partners, Inc. and Golden American Life Insurance Company, Service Class
	Shares · Incorporated by reference to Post-Effective Amendment No. 16 to
	Registration Statement on Form N-4 for Separate Account B filed with the
	Securities and Exchange Commission on August 3, 2006 (File Nos. 333-70600;
	811-5626).
(8.49)	Amendment dated April 28, 2006 to Shareholder Servicing Agreement
	effective January 1, 2002 between ING Partners, Inc. and ING USA Annuity
	and Life Insurance Company, Service Class Shares · Incorporated by
	reference to Post-Effective Amendment No. 17 to Registration Statement on
	Form N-4 for Separate Account B filed with the Securities and Exchange
	Commission on December 6, 2006 (File Nos. 333-70600; 811-05626).
(8.50)	Form of Participation Agreement between Golden American Life Insurance
	Company and Oppenheimer Variable Account Funds · Incorporated by
	reference to Post-Effective Amendment No. 1 to Registration Statement on
	Form N-4 (File No. 333-70600), as filed on April 30, 2002.
(8.51)	Participation Agreement dated May 1, 1998 by and among Golden American
	Life Insurance Company, PIMCO Variable Insurance Trust and PIMCO Funds
	Distributors, LLC · Incorporated by reference to Post-Effective Amendment
	No. 3 to Registration Statement on Form N-4 (File No. 333-28769), as filed on
	April 26, 1999.
(8.52)	Amendment effective April 1, 2000 to Participation Agreement dated May 1,
	1998 by and among Golden American Life Insurance Company, PIMCO
	Variable Insurance Trust and PIMCO Funds Distributors, LLC · Incorporated
	by reference to Post-Effective Amendment No. 8 to Registration Statement on
	Form N-4 (File No. 333-33914), as filed on December 2, 2005.
(8.53)	Participation Agreement made and entered into as of May 1, 2003 among ING
	Investors Trust, Golden American Life Insurance Company and Directed
	Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 59
	to Registration Statement on Form N-1A (File No. 33-23512), as filed on
	February 27, 2004.
(8.54)	Participation Agreement dated September 2, 2003 as amended and restated on
	May 17, 2004 among ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company of New York, ING Investors Trust, ING
	Investments, LLC, Directed Services, Inc., American Funds Insurance Series
	and Capital Research and Management Company · Incorporated by reference
	to Post-Effective Amendment No. 8 to Registration Statement on Form N-4
	(File No. 333-70600), as filed on August 1, 2005.

(8.55)	Participation Agreement dated April 28, 2000 among Golden American Life
	Insurance Company, ING Variable Insurance Trust, ING Mutual Funds
	Management Co., LLC and ING Funds Distributor, Inc. · Incorporated by
	reference to Post-Effective Amendment No. 32 to Registration Statement on
	Form N-4 (File No. 33-23351), as filed on April 29, 2002.
(8.56)	Expense Reimbursement Agreement Amendment · Incorporated by reference
	to the Initial Registration Statement on Form N-4 for Separate Account B filed
	with the Securities and Exchange Commission on October 1, 2001 (File Nos.
	333-70600; 811-5626).
(8.57)	Sample of Rule 22c-2 Agreement dated _________ , 2007 and effective on
	October 16, 2007 · Incorporated by reference to Post-Effective Amendment
	No. 34 to Registration Statement on Form N-4 (File No. 33-81216), as filed on
	April 10, 2007.

(9)	Opinion and Consent of Counsel
(10)	Consent of Independent Registered Public Accounting Firm
(11)	Not applicable
(12)	Not applicable
(13)	Powers of Attorney · Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on April 18, 2007 (File Nos. 333-70600; 811-05626).

Item 25. Directors and Officers of the Depositor*

Name and Principal		Positions and Offices with
Business Address		Depositor
Harry N. Stout1		President
Thomas J. McInerney2		Director and Chairman
Kathleen A. Murphy2		Director and Senior Vice President
Robert W. Crispin3		Director
Catherine H. Smith2		Director and Senior Vice President
David A. Wheat4		Chief Financial Officer, Director and Executive Vice
President
Steven T. Pierson4		Senior Vice President and Chief Accounting Officer
James R. Gelder5		Senior Vice President
James R. McInnis1		Senior Vice President
Stephen J. Preston1		Senior Vice President
Boyd G. Combs4		Senior Vice President
David S. Pendergrass4		Senior Vice President and Treasurer
Linda E. Senker1		Vice President and Chief Compliance Officer
Joy M. Benner5		Secretary
*	These individuals may also be directors and/or officers of other affiliates of the Company.

1	The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
2	The principal business address of these directors and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of this director and this officer is 230 Park Avenue, 13th Floor, New York, New York 10169.
4	The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 12 to Registration Statement on Form N-6 for ReliaStar Life Insurance Company of New York Variable Life Separate Account I of ReliaStar Life Insurance Company of New York (File No. 333-47527), as filed with the Securities and Exchange Commission on April 9, 2007.

Item 27. Number of Contract Owners

As of March 30, 2007, there were 282,582 qualified contract owners and 219,007 non-qualified contract owners in ING USA’s Separate Account B.

Item 28. Indemnification

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified.

ING USA or its parents may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provision in the above paragraphs, against any such liability to the extent permitted by law.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the corporation. ING America Insurance Holdings, Inc. maintains a Professional Liability umbrella insurance policy issued by an international insurer. The policy covers ING America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor. Additionally, the parent company of ING America Insurance Holdings, Inc., ING Groep N.V., maintains an excess umbrella cover with limits in excess of $125,000,000. The policy provides for the following types of coverage: errors and omissions/professional liability, directors and officers, employment practices, fiduciary and fidelity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification

(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by the Depositor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter

(a)	At present, Directed Services LLC, the Registrant’s Distributor, serves as principal underwriter for all contracts issued by ING USA Annuity and Life Insurance Company. Directed Services LLC is the principal underwriter for Separate Account A, Separate Account B, Separate Account EQ (formerly Equitable Life Insurance Company of Iowa Separate Account A), ReliaStar Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of ING USA and the ING
	Investors Trust.
(b)	The following information is furnished with respect to the officers and directors of Directed Services LLC, the Registrant’s Distributor.

Name and Principal	Positions and Offices with
Business Address	Principal Underwriter
James R. McInnis1	Director and President
Robert J. Hughes1	Director
Shaun P. Mathews2	Director and Executive Vice President
Kimberly A. Anderson3	Senior Vice President
Robert S. Naka3	Senior Vice President and Assistant Secretary
Joseph M. O’Donnell3	Senior Vice President and Investment Advisor Chief
	Compliance Officer
Michael J. Roland3	Senior Vice President and Assistant Secretary
Laurie M. Tillinghast2	Senior Vice President
Stanley D. Vyner	Senior Vice President
230 Park Ave., 13th Floor
New York, NY 10169
Anita F. Woods4	Chief Financial Officer

Name and Principal	Positions and Offices with
Business Address	Principal Underwriter
Bruce Kuennen1	Attorney-in-Fact
Beth G. Shanker	Broker Dealer Chief Compliance Officer
1290 Broadway
Denver, CO 80203
Julius A. Drelick, III3	Vice President
William A. Evans5	Vice President
Todd R. Modic3	Vice President
Alyce Shaw1	Vice President
David S. Pendergrass3	Vice President and Treasurer
Dawn M. Peck3	Vice President, Assistant Treasurer and Assistant
	Secretary
James A. Shuchart1	General Counsel
Joy M. Benner6	Secretary
Diana R. Cavender6	Assistant Secretary
Randall K. Price6	Assistant Secretary
Edwina P. J. Steffer6	Assistant Secretary
Susan M. Vega6	Assistant Secretary
G. Stephen Wastek3	Assistant Secretary

1.	The principal business address of these directors and these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
2.	The principal business of this director and these officers is 10 State House Square, Hartford, Connecticut 06103.
3.	The principal business address of these officers is 7337 E Doubletree Ranch Road, Scottsdale, Arizona 85258.
4.	The principal business address of this officer 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.
5.	The principal business address of this officer is 151 Farmington Avenue, Hartford, Connecticut 06156.
6.	The principal business address of this officer is 20 Washington Avenue south, Minneapolis, MN 55401.

(c)	Compensation to Principal Underwriter:
(1)		(2)	(3)	(4)	(5)
		2006 Net
Name of		Underwriting
Principal		Discounts and	Compensation	Brokerage
Underwriter		Commissions	on Redemption	Commissions	Compensation
Directed Services		$429,206,095	$0	$0	$0
LLC
Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by the Depositor and located at 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody Drive, West Chester, Pennsylvania 19380, 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327-4390, and at 151 Farmington Avenue, Hartford, Connecticut 06156.

Item 31. Management Services

None.

Item 32. Undertakings

Registrant hereby undertakes:

(a)	to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for as long as payments under the variable annuity contracts may be accepted;
(b)	to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and
(c)	to deliver any Statement of Additional Information and any financial statements required to be made available under this form N-4 promptly upon written or oral request.

The Company hereby represents:

1.	The account meets the definition of a “separate account” under federal securities laws.
2.	That the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-70600) and has duly caused this Post-Effective Amendment to be signed on its behalf in the City of Hartford, State of Connecticut, on the 1st day of May, 2007.

SEPARATE ACCOUNT B
(Registrant)

By:	ING USA ANNUITY AND LIFE INSURANCE
	COMPANY
	(Depositor)
By:	Harry N. Stout*
	Harry N. Stout
	President
	(principal executive officer)

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated

Signature	Title
Harry N. Stout*	President	)
Harry N. Stout	(principal executive officer)	)
		)
Thomas J. McInerney*	Director and Chairman	) May
Thomas J. McInerney		) 1, 2007
		)
Catherine H. Smith*	Director and Senior Vice President	)
Catherine H. Smith		)
		)
Kathleen A. Murphy*	Director	)
Kathleen A. Murphy		)
		)
Robert W. Crispin*	Director	)
Robert W. Crispin		)
		)
David A. Wheat*	Director, Executive Vice President and Chief	)
David A. Wheat	Financial Officer	)
		)

Steven T. Pierson*	Senior Vice President and Chief Accounting	)
Steven T. Pierson	Officer	)
By: /s/ Michael A. Pignatella
Michael A. Pignatella
Counsel of Depositor

*Executed by Michael A. Pignatella on behalf of those indicated pursuant to Power of Attorney

	VARIABLE ANNUITY ACCOUNT B
	EXHIBIT INDEX
Exhibit No.	Exhibit
99-B.9	Opinion and Consent of Counsel
99-B.10	Consent of Independent Registered Public Accounting Firm

EX-99

EX 99-B.9

ING LOGO
AMERICAS
US Legal Services

Michael A. Pignatella
Counsel
(860) 723-2239
Fax: (860) 723-2216
Michael.Pignatella@us.ing.com

May 1, 2007

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Attention: Filing Desk

Re:	ING USA Annuity and Life Insurance Company and its Separate Account B
	Post-Effective Amendment No. 19 to Registration Statement on Form N-4
	Prospectus Title: Retirement Solutions – ING Rollover ChoiceSM Variable Annuity
	File Nos.: 333-70600 and 811-05626

Ladies and Gentlemen:

The undersigned serves as counsel to ING USA Annuity and Life Insurance Company, an Iowa life insurance company (the "Company"). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the "Securities") under the Securities Act of 1933 (the "Securities Act") as provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement, as amended to the date hereof, and this Post-Effective Amendment No. 19. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies.

Hartford Site 151 Farmington Avenue, TS31 Hartford, CT 06156-8975 ING North America Insurance Corporation

Page 2

I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed appropriate under the circumstances.

Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the prospectus, I am of the opinion that the Securities being registered will be legally issued and will represent binding obligations of the Company.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Michael A. Pignatella

Michael A. Pignatella

EX-99

Exhibit 99-B.10 - Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” and to the use of our report dated March 23, 2007, with respect to the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, and to the use of our report dated March 23, 2007, with respect to the statements of assets and liabilities of Separate Account B of ING USA Annuity and Life Insurance Company as of December 31, 2006, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, incorporated by reference in Post-Effective Amendment No. 19 to the Registration Statement (Form N-4 333-70600), and the related Prospectus and Statement of Additional Information of Separate Account B of ING USA Annuity and Life Insurance Company.

/s/ Ernst & Young LLP

Atlanta, Georgia
April 30, 2007