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As filed with the Securities and Exchange		Registration No. 333-101481
Commission on December 15, 2010		Registration No. 811-05626

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.		[ ]
Post-Effective Amendment No. 12		[X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.		[X]
(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)
Depositor's Telephone Number, including Area Code: (610) 425-3400

Nicholas Morinigo, Esq.
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
(610) 425-3447

(Name and Address of Agent for Service of Process)
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 [date] pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ]	on (date) 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:
Deferred Combination Variable and Fixed Annuity Contract

Each of the Prospectus and Statement of Additional Information, dated April 30, 2010 and as
supplemented, is incorporated into Parts A and B, respectively, of this amendment by reference to Post-
Effective Amendment No. 11 to this Registration Statement, as filed on April 21, 2010 (Accession No.
0000836687-10-000127). This amendment further supplements the prospectus and does not otherwise
delete, amend, or supersede any other information in this registration statement, as previously amended,
including exhibits and undertaking.


SUPPLEMENT Dated December 15, 2010
To The Prospectuses Dated April 30, 2010 For

ING GoldenSelect Access	ING GoldenSelect Landmark	ING SmartDesign Advantage
ING GoldenSelect DVA Plus	ING GoldenSelect Premium Plus	ING SmartDesign Signature
ING GoldenSelect ESII	ING Architect Variable Annuity	ING SmartDesign Variable Annuity

Issued By ING USA Annuity and Life Insurance Company
Through Its Separate Account B

And

ING Equi-Select
Issued By ING USA Annuity and Life Insurance Company
Through Its Separate Account EQ

And

ING Empire Traditions Variable Annuity
Issued by ReliaStar Life Insurance Company of New York
Through its Separate Account NY-B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and
keep it with your copy of the prospectus for future reference. The following information only affects you
if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.
If you have any questions, please call our Customer Contact Center at 1-800-366-0066.

1. Effective after the close of business on or about January 21, 2011 the ING Growth and Income Portfolio
(Class S) will be closed to new investments. There will be no further mention of the ING Growth and Income
Portfolio (Class S) in future prospectuses. Unless you provide us with alternative allocation instructions, any
subsequent allocation(s) designated to the subaccount that invests in the ING Growth and Income Portfolio (Class S)
will be allocated proportionally among the other subaccount(s) in your current allocation.

2. Effective after the close of business on or about January 21, 2011 the following investment portfolios will be
added under your Contract. The sections in the prospectus regarding investment portfolios will be revised
accordingly:

*Fund Name*	*Investment Adviser/ Subadviser*	*Investment Objective*
ING Investors Trust
ING American Funds Global Growth	Investment Adviser: ING	Seeks long-term growth of capital while
and Income Portfolio	Investments, LLC	providing current income.
	Investment Adviser to Master
	Funds: Capital Research and
	Management Company
ING American Funds International	Investment Adviser: ING	Seeks long-term growth of capital while
Growth and Income Portfolio	Investments, LLC	providing current income.
	Investment Adviser to Master
	Funds: Capital Research and
	Management Company
ING Global Resources Portfolio	Investment Adviser: Directed	Seeks long-term capital appreciation.
(Class ADV)	Services LLC
	Investment Subadviser: ING
	Investment Management Co.

3. Effective January 24, 2011 the following investment portfolios that were previously closed will be made
available to new investments. The sections in the prospectus regarding investment portfolios will be revised
accordingly:

*Fund Name*	*Investment Adviser/ Subadviser*	*Investment Objective*
ING Investors Trust
ING JP Morgan Emerging Markets	Investment Adviser: Directed	Seeks capital appreciation.
Equity Portfolio (Class S)	Services LLC
	Investment Subadviser: J.P.
	Morgan Investment Management
	Inc.
ING T. Rowe Price International	Investment Adviser: Directed	Seeks long-term growth of capital.
Stock Portfolio (Class S) (previously,	Services LLC
ING Marsico International	Investment Subadviser: T. Rowe
Opportunities Portfolio)	Price Associates, Inc.
ING Partners, Inc.
ING Oppenheimer Global Portfolio	Investment Adviser: Directed	Seeks capital appreciation.
(Class S)	Services LLC
	Investment Subadviser:
	OppenheimerFunds, Inc.

4. Effective August 31, 2010 the ING Wells Fargo Health Care Portfolio is a diversified fund. The information
appearing in the prospectus regarding the ING Wells Fargo Health Care Portfolio is revised accordingly.

Effective after the close of business on or about January 21, 2011, the following Disappearing Portfolios will
reorganize into and become part of the following Surviving Portfolios:

Information Regarding the Portfolio Reorganizations:

The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved
proposals for the reorganizations referenced above. The reorganizations are also subject to shareholder approval. If
shareholder approval is obtained, each reorganization is expected to take place on or about January 21, 2011, resulting
in a shareholder of a given Disappearing Portfolio becoming a shareholder of the corresponding Surviving Portfolio.
Each shareholder will thereafter hold shares of the Surviving Portfolio having equal aggregate value as shares of the
Disappearing Portfolio, and the Disappearing Portfolio will no longer be available under the contract.

Unless you provide us with alternative allocation instructions, all future allocations directed to a given Disappearing
Portfolio will be automatically allocated to the corresponding Surviving Portfolio. You may give us alternative
allocation instructions at any time by contacting our Customer Contact Center at 1-800-366-0066.

As of the relevant effective date noted above, any references in the prospectus to the Disappearing Portfolios as being
available under the contract are deleted and all references to them will be replaced by the corresponding Surviving
Portfolio.

ING Funds Distributor, LLC has changed its name to ING Investments Distributor, LLC. All references to ING
Funds Distributor, LLC in the current Prospectuses and Statements of Additional Information are hereby replaced
with ING Investments Distributor, LLC.


	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 ING USA Annuity and Life Insurance Company:
			-	Report of Independent Registered Public Accounting Firm
			-	Statements of Operations for the years ended December 31, 2009, 2008, and 2007
			-	Balance Sheets as of December 31, 2009 and 2008
			-	Statements of Changes in Shareholder’s Equity for the years ended December 31,
				2009, 2008, and 2007
			-	Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
			-	Notes to Financial Statements
			Financial Statements of Separate Account B:
			-	Report of Independent Registered Public Accounting Firm
			-	Statements of Assets and Liabilities as of December 31, 2009
			-	Statements of Operations for the year ended December 31, 2009
			-	Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008
			-	Notes to Financial Statements
			Condensed Financial Information (Accumulation Unit Values)

	Exhibits:
	(b)

	(1	)		Resolution of the board of directors of Depositor authorizing the establishment of the
				Registrant, incorporated herein by reference to Post-Effective Amendment No. 29 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 30,
				1999 (File Nos. 033-23351, 811-05626).

	(2	)		Not Applicable

	(3	)	(a)	Distribution Agreement between the Depositor and Directed Services, Inc.,
incorporated herein by reference to Post-Effective Amendment No. 29 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 30,
				1999 (File Nos. 033-23351, 811-05626).

			(b)	Form of Dealers Agreement, incorporated herein by reference to Post-Effective
				Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).

			(c)	Organizational Agreement, incorporated herein by reference to Post-Effective
				Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).


		(d)	Addendum to Organizational Agreement, incorporated herein by reference to Post-
			Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).

		(e)	Expense Reimbursement Agreement, incorporated herein by reference to Post-
			Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).

		(f)	Form of Assignment Agreement for Organizational Agreement, incorporated herein by
			reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-
			05626).

		(g)	Amendment to the Distribution Agreement between ING USA and Directed Services
			Inc., incorporated herein by reference to Post-Effective Amendment No. 26 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 13, 2004 (File Nos. 333-28755, 811-05626).

(4	)	(a)	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-
			1112), incorporated herein by reference to Pre-Effective Amendment No. 1 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 July 3,
			2003 (File Nos. 333-101481, 811-05626).

		(b)	Flexible Premium Deferred Combination Variable and Fixed Annuity Contract, (GA-
			IA-1112), incorporated herein by reference to Pre-Effective Amendment No. 1 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 July 3,
			2003 (File Nos. 333-101481, 811-05626).

		(c)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate,
			(GA-CA-1112), incorporated herein by reference to Pre-Effective Amendment No. 1
			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
			July 3, 2003 (File Nos. 333-101481, 811-05626).

		(d)	Individual Retirement Annuity Rider, (GA-RA-1009 12/02), 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-
			05626).

		(e)	Roth Individual Retirement Annuity Rider, (GA-RA-1038 12/02), 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-
			05626).


(f)	403(b) Rider, (GA-RA-1040), 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, 811-05626).

(g)	Endorsement for Premium Bonus Credit (GA-RA-1096), incorporated herein by
	reference to Pre-Effective Amendment No. 1 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 October 26, 2001 (File Nos. 333-63692,
	811-05626).

(h)	Minimum Guaranteed Accumulation Benefit Rider (GA-RA-1045) (01/02),
	incorporated herein by reference to Post-Effective Amendment No. 3 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 July 3, 2003 (File
	Nos. 333-63692, 811-05626).

(i)	Minimum Guaranteed Withdrawal Benefit Rider with Reset and Set Up Option (GA-
	RA-1046), incorporated herein by reference to Post-Effective Amendment No. 7 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 February
	18, 2004 (File Nos. 333-63692, 811-05626).

(j)	Simple Retirement Account Rider (GA-RA-1026) (12/02), 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-
	05626).

(k)	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to
	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
	May 9, 2006 (File Nos. 333-133944, 811-05626).

(l)	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to
	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
	May 9, 2006 (File Nos. 333-133944, 811-05626).

(m)	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
	herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).

(n)	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated
	herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).

(o)	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,
	811-05626).


(5	)		ING SmartDesign Signature Variable Annuity Customer Data Form, (GA-CDF-1116)
			(10/01/02) 125643, incorporated herein by reference to Pre-Effective Amendment No.
			1 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
			July 3, 2003 (File Nos. 333-101481, 811-05626).

(6	)	(a)	Amendment to Articles of Incorporation Providing for the Name Change of Golden
			American Life Insurance Company, dated (11/21/03), incorporated herein by reference
			to Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING
			USA Annuity and Life Insurance Company filed with the Securities and Exchange
			Commission on April 9, 2007 (File Nos. 333-133076).

		(b)	Amendment to Articles of Incorporation Providing for the Change in Purpose and
			Powers of ING USA Annuity and Life Insurance Company, dated (03/04/04),
			incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
			Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with
			the Securities and Exchange Commission on April 9, 2007 (File Nos. 333-133076).

		(c)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
			dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No.
			1 to a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
			Company filed with the Securities and Exchange Commission on April 9, 2007 (File
			Nos. 333-133076).

		(d)	Resolution of the board of directors for Powers of Attorney, dated (04/23/99),
			incorporated herein by reference to Post-Effective Amendment No. 29 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 30,
			1999 (File Nos. 033-23351, 811-05626).

		(e)	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI
			into GALIC and renamed ING USA Annuity and Life Insurance Company, dated
			(06/25/03), 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, 811-05626).

(7	)		Not applicable

(8	)	(a)	Service Agreement by and between Golden American Life Insurance Company and
			Directed Services, Inc., incorporated herein by reference to Post-Effective
			Amendment No. 28 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 May 1, 1998 (File Nos. 033-23351, 811-05626).

		(b)	Asset Management Agreement between Golden American Life Insurance Company
			and ING Investment Management LLC, incorporated herein by reference to Post-
			Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).


(c)	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective Amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-
	05626).

(d)	Amendment to Participation Agreement by and between AIM Variable Insurance
	Funds, Inc., Golden American Life Insurance Company and Directed Services, Inc.,
	incorporated herein by reference to Post-Effective amendment No. 8 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 December 2, 2005
	(File Nos. 333-33914, 811-05626).

(e)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
	October 16, 2007 between AIM Investment Services, Inc., ING Life Insurance and
	Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
	Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York, Security Life of Denver Insurance Company and Systematized Benefits
	Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50
	to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
	2007.

(f)	Participation Agreement and between Golden American Life Insurance Company and
	Janus Aspen Series, incorporated herein by reference to Post-Effective amendment
	No. 1 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 29, 2002 (File Nos. 333-63692, 811-05626).

(g)	Participation Agreement by and between ING Investors Trust, Golden American Life
	Insurance Company and Directed Services, Inc., incorporated herein by reference to
	Post-Effective Amendment No. 6 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 21, 2005 (File Nos. 333-70600, 811-
	05626).

(h)	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16,
	2007 between ING Funds Services, LLC, ING Life Insurance and Annuity Company,
	ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
	Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
	of Denver Insurance Company and Systematized Benefits Administrators Inc.,
	incorporated by reference to Post-Effective Amendment No. 50 to Registration
	Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.

(i)	Participation Agreement by and between ING Variable Insurance Trust, Golden
	American Life Insurance Company and ING Mutual Funds Management Co. LLC and
	ING Funds Distributor, Inc., incorporated herein by reference to Post-Effective
	amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-05626).


(j)	Participation Agreement by and between Pilgrim Variable Products Trust, Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein
	by reference to Post-Effective amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-
	05626).

(k)	Amendment to Participation Agreement by and between ING Variable Products Trust,
	Golden American Life Insurance Company, ING Investments, LLC and ING Funds
	Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8
	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
	December 2, 2005 (File Nos. 333-33914, 811-05626).

(l)	Participation Agreement by and between ING Variable Portfolios, Inc., Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein
	by reference to Post-Effective Amendment No. 1 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 29, 2002 (File Nos. 333-70600, 811-
	05626).

(m)	Participation Agreement by and between Portfolio Partners, Inc., Golden American
	Life Insurance Company and Directed Services, Inc., incorporated herein by reference
	to Post-Effective Amendment No. 1 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 29, 2002 (File Nos. 333-70600, 811-
	05626).

(n)	Amendment to Participation Agreement by and between Portfolio Partners, Inc.,
	Golden American Life Insurance Company and Directed Services, Inc., incorporated
	herein by reference to Post-Effective Amendment No. 1 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 29, 2002 (File Nos. 333-
	70600, 811-05626).

(o)	Second Amendment to Participation Agreement by and between ING Partners, Inc.,
	Golden American Life Insurance Company, ING Life Insurance and Annuity
	Company and ING Financial Advisers, LLC, incorporated herein by reference to Post-
	Effective amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).

(p)	Participation Agreement by and between Fidelity Distributors Corporation, Golden
	American Life Insurance Company and Variable Insurance Products Funds,
	incorporated herein by reference to Post-Effective amendment No. 32 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 26, 2002 (File
	Nos. 033-23351, 811-05626).


(q)	Participation Agreement among Variable Insurance Products Funds, Fidelity
	Distributors Corporation, ING Partners, Inc., ING Life Insurance and Annuity
	Company, ING USA Annuity and Life Insurance Company, ING Insurance Company
	of America, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York and Security Life of Denver Insurance Company dated November 11,
	2004, incorporated herein by reference to Post-Effective Amendment No. 8 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
	December 2, 2005 (File Nos. 333-33914, 811-05626).

(r)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
	October 16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and
	Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
	Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York, Security Life of Denver Insurance Company and Systematized Benefits
	Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50
	to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
	2007.

(s)	Amended and Restated Participation Agreement as of December 30, 2005 by and
	among Franklin Templeton Variable Insurance Products Trust/Templeton Distributors,
	Inc., ING Life Insurance and Annuity Company, ING USA Annuity and Life
	Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York and Directed Services, Inc., incorporated herein by reference to
	Post Effective Amendment No. 17 of a Registration Statement on Form N-4 for
	ReliaStar Life Insurance Company Separate Account NY-B filed with the Securities
	and Exchange Commission on February 1, 2007 (File Nos. 333-85618, 811-07935).

(t)	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer
	Funds Distributor, Inc., incorporated herein by reference to Post-Effective Amendment
	No. 32 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 26, 2002 (File Nos. 033-23351, 811-05626).

(u)	Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16, 2007
	between Pioneer Investment Management Shareholder Services, Inc., ING Life
	Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life
	Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance Company and
	Systematized Benefits Administrators Inc., incorporated by reference to Post-Effective
	Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as
	filed on June 15, 2007.


(v)	Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of
	October 16, 2007, between BlackRock Distributors, Inc., on behalf of and as
	distributor for the BlackRock Funds and the Merrill Lynch family of funds and ING
	Life Insurance and Annuity Company, ING National Trust, ING USA Annuity and
	Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance Company and
	Systematized Benefits Administrators Inc., incorporated by reference to Post-Effective
	Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).

(w)	Participation Agreement dated April 25, 2008, by and among BlackRock Variable
	Series Funds, Inc., BlackRock Distributors, Inc., ING USA Annuity and Life Insurance
	Company and ReliaStar Life Insurance Company of New York, incorporated herein by
	reference to Post-Effective Amendment No. 26 to the Form N-6 Registration Statement
	of ReliaStar Life Insurance Company and its Select*Life Separate Account, filed on
	April 7, 2009; file No. 33-57244.

(x)	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to the
	Participation Agreement dated April 25, 2008, by and between BlackRock Variable
	Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life
	Insurance Company and ReliaStar Life Insurance Company of New York, incorporated
	herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration
	Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account,
	filed on August 18, 2009; file No. 33-57244.

(y)	Administrative Services Agreement dated April 25, 2008, by and among BlackRock
	Advisors, LLC and ING USA Annuity and Life Insurance Company and ReliaStar Life
	Insurance Company of New York, incorporated herein by reference to Post-Effective
	Amendment No. 26 to the Form N-6 Registration Statement of ReliaStar Life
	Insurance Company and its Select*Life Separate Account, filed on April 7, 2009; file
	No. 33-57244.

(z)	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to
	Administrative Services Agreement April 25, 2008, by and among BlackRock Variable
	Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life
	Insurance Company and ReliaStar Life Insurance Company of New York, incorporated
	herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration
	Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account,
	filed on August 18, 2009; file No. 33-57244.

(aa)	Participation Agreement among ING Investors Trust, Directed Services LLC, ING
	USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of
	New York, DFA Investment Dimensions Group Inc. and Dimensional Fund Advisors
	LP dated April 29, 2010, incorporated herein by reference to Post-Effective
	Amendment No. 54 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 December 15, 2010 (File Nos. 333-28679, 811-05626).


		(bb)	Amendment No. 1, dated as of September 20, 2010, to Participation Agreement among
			ING Investors Trust, Directed Services LLC, ING USA Annuity and Life Insurance
			Company, ReliaStar Life Insurance Company of New York, DFA Investment
			Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 29, 2010,
			incorporated herein by reference to Post-Effective Amendment No. 54 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
			December 15, 2010 (File Nos. 333-28679, 811-05626).
		(cc)	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
			among Columbia Management Services, Inc., ING Life Insurance and Annuity
			Company, ING National Trust, ING USA Annuity and Life Insurance Company,
			ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
			Security Life of Denver Life Insurance Company and Systematized Benefits
			Administrators Inc., incorporated by reference to Post-Effective Amendment No. 3 to
			Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27, 2007.

(9	)		Opinion and Consent of Counsel, attached.

(10	)		Consent of Independent Registered Public Accounting Firm, attached.

(11	)		Not applicable.

(12	)		Not applicable.

(13	)		Powers of Attorney, attached.


Name	Principal Business Address	Position(s) with Depositor
Michael S. Smith*	1475 Dunwoody Drive	President and Director
	West Chester, PA 19380
Thomas J. McInerney*	One Orange Way	Director and Chairman
	Windsor, CT 06095-4774
Donald W. Britton*	5780 Powers Ferry Road	Director
	Atlanta, GA 30327-4390
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
Lynne R. Ford*	230 Park Avenue	Director
	New York, NY 10169
Catherine H. Smith*	One Orange Way	Director and Senior Vice President
	Windsor, CT 06095-4774
Ewout L. Steenbergen*	230 Park Avenue	Chief Financial Officer, Director
	New York, NY 10169	and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Mark B. Kaye	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
Timothy T. Matson	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Daniel P. Mulheran, Sr.	20 Washington Avenue South	Senior Vice President
	Minneapolis, MN 55401

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney,
Exhibit 13, attached.

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

Incorporated herein by reference to Item 28 in Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-6 for Security Life Separate Account L1 of Security Life of Denver Insurance
Company (File No. 333-168047), as filed with the Securities and Exchange Commission on October 6,
2010.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of October 29, 2010 there are 2,741 qualified contract owners and 3,795 non-qualified contract
owners.

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.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director
of the corporation. Consistent with the laws of the State of Iowa, ING America Insurance Holdings, Inc.
maintains Professional Liability and fidelity bond insurance policies issued by an international insurer.
The policies cover ING America Insurance Holdings, Inc. and any company in which ING America
Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These policies include the
principal underwriter, as well as, the depositor and any/all assets under the care, custody and control of
ING America Insurance Holdings, Inc. and/or its subsidiaries. The policies provide for the following
types of coverage: errors and omissions/professional liability, employment practices liability, and
fidelity/crime.

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) In addition to the Registrant, Directed Services LLC serves as principal underwriter for all contracts
issued by ING USA Annuity and Life Insurance Company through its Separate Accounts A, B and EQ
and Alger Separate Account A and ReliaStar Life Insurance Company of New York through its Separate
Account NY-B. Also, Directed Services LLC serves as investment advisor to ING Investors Trust and
ING Partners, Inc.

(b) The following information is furnished with respect to the principal officers and directors of Directed
Services LLC, the Registrant's Distributor.

Name	Principal Business Address	Positions and Offices with Underwriter
Ann H. Hughes	1475 Dunwoody Drive, Floor 2B	President and Director
	West Chester, PA 19380-1478

Shaun P. Mathews	10 State House Square	Executive Vice President
	Hartford, CT 06103

William L. Lowe	One Orange Way	Director
	Windsor, CT 06095

Richard E. Gelfand	1475 Dunwoody Drive	Chief Financial Officer
	West Chester, PA 19380-1478

Kimberly A. Anderson	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258

Michael J. Roland	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258

Stanley D. Vyner	230 Park Avenue, 13th Floor	Senior Vice President
	New York, NY 10169

William D. Wilcox	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095

Joseph M. O’Donnell	7337 E Doubletree Ranch Road	Investment Advisor Chief Compliance
	Scottsdale, AZ 85258	Officer and Senior Vice President

Julius A. Drelick, III	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258


Name	Principal Business Address	Positions and Offices with Underwriter
William A. Evans	10 State House Square	Vice President
	Hartford, CT 06103

Heather H. Hackett	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Jody Hrazanek	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Todd R. Modic	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258

Jason R. Rausch	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Paul L. Zemsky	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

David S. Pendergrass	5780 Powers Ferry Road	Vice President and Treasurer
	Atlanta, GA 30327-4390

Spencer T. Shell	5780 Powers Ferry Road	Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390

Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

Randall K. Price	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Susan M. Vega	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

G. Stephen Wastek	7337 E Doubletree Ranch Road	Assistant Secretary
	Scottsdale, AZ 85258

Bruce Kuennen	1475 Dunwoody Drive	Attorney-in-Fact
	West Chester, PA 19380-1478

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, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes 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 so long as payments under the variable annuity contracts may be
accepted;

(b) Registrant hereby undertakes 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) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written or oral request.

1. The account meets the definition of a “separate account” under federal securities laws.

2. ING USA Annuity and Life Insurance Company hereby represents 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.

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 indicated on December 15, 2010.

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.

Disappearing Portfolios	Surviving Portfolios
ING American Funds Growth-Income Portfolio	ING Growth and Income Portfolio (Class ADV)
ING BlackRock Large Cap Value Portfolio (Class S)	ING T. Rowe Price Equity Income Portfolio (Class S)
ING Lord Abbett Growth and Income Portfolio (Class S)	ING Large Cap Value Portfolio (Class S)
	(formerly ING Pioneer Equity Income Portfolio)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio	ING American Funds World Allocation Portfolio
(Class S)
ING Legg Mason ClearBridge Aggressive Growth Portfolio	ING Large Cap Growth Portfolio (Class S)
(Service Class)

(c)
			2009	Net		Underwriting

	Name of Principal		Discounts and			Compensation		Brokerage
	Underwriter		Commission			on Redemption		Commissions		Compensation
	Directed Services LLC	$	267,979,532		$	0	$	0	$	0


	SEPARATE ACCOUNT B
	(Registrant)

By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Depositor)

By:
	Michael S. Smith*
	President and Director (principal executive officer)

By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact


By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
24(b)(9)	Opinion and Consent of Counsel	EX-99.B9
24(b)(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
24(b)(13)	Powers of Attorney	EX-99.B13


Signatures	Titles

	President and Director
Michael S. Smith*	(principal executive officer)

	Director and Chairman
Thomas J. McInerney*

	Senior Vice President and Chief Accounting Officer
Steven T. Pierson*

	Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*

	Director and Senior Vice President
Catherine H. Smith*

	Director
Robert G. Leary*

	Director
Donald W. Britton*

	Director
Lynne R. Ford*