value.htm - Generated by SEC Publisher for SEC Filing

Supplement Dated May 7, 2014

To the Current Prospectus and Statement of Additional Information

GoldenSelect Value

Issued by ING USA Annuity and Life Insurance Company

Through Its Separate Account B

This supplement updates the prospectus and statement of additional information (“SAI”) for your variable annuity contract and any

subsequent supplements thereto. Please read it carefully and keep it with your copy of the prospectus and SAI for future reference.

If you have any questions, please call Customer Service at 1-800-366-0066.

IMPORTANT INFORMATION REGARDING THE COMPANY

Information about the ING USA Annuity and Life Insurance Company found in your prospectus and/or Statement
of Additional Information is deleted and replaced with the following:

ING USA is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973.
ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly
owned subsidiary of Voya Financial, Inc. (“Voya^TM”), which until April 7, 2014, was known as ING U.S., Inc. In May
2013, the common stock of Voya began trading on the New York Stock Exchange under the symbol "VOYA" and Voya
completed its initial public offering of common stock.

ING USA is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia.
Although we are a subsidiary of Voya, Voya is not responsible for the obligations under the Contract. The obligations
under the Contract are solely the responsibility of ING USA Annuity and Life Insurance Company.

Directed Services LLC, the distributor of the Contracts and the investment manager of the Voya Investors Trust, is also a
wholly owned indirect subsidiary of Voya. Voya also indirectly owns Voya Investments, LLC and Voya Investment
Management Co. LLC, portfolio managers of the Voya Investors Trust and the investment managers of the Voya Variable
Insurance Trust, Voya Variable Products Trust and Voya Variable Product Portfolios, respectively.

Voya is an affiliate of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, banking and
asset management. In 2009, ING announced the anticipated separation of its global banking and insurance businesses,
including the divestiture of Voya, which together with its subsidiaries, including the Company, constitutes ING’s U.S.-
based retirement, investment management and insurance operations. As of March 25, 2014, ING’s ownership of Voya was
approximately 43%. Under an agreement with the European Commission, ING is required to divest itself of 100% of Voya
by the end of 2016.


IMPORTANT INFORMATION REGARDING THE INVESTMENT PORTFOLIOS

In connection with the rebranding of ING U.S. as Voya Financial^TM, effective May 1, 2014, the ING funds were
renamed by generally replacing ING in each fund name with either Voya or VY.

The following investment portfolios are closed to new premiums and transfers. Contract owners who have value in any of
the investment portfolios listed below may leave their contract value in these investments.

Closed Investment Portfolios
Voya Limited Maturity Bond Portfolio (Class S)	ProFund VP Bull
Voya SmallCap Opportunities Portfolio (Class S)	ProFund VP Europe 30

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Open Investment Portfolios - Description of Underlying Funds

During the accumulation phase, you may allocate your premium payments and contract value to any of the investment

portfolios available under this Contract, plus any fixed option that is available. You bear the entire investment risk for

amounts you allocate to any investment portfolio, and you may lose your principal. There is no assurance that any of the

funds will achieve their respective investment objectives. Shares of the funds will rise and fall in value and you could lose

money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by

any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all

funds are diversified, as defined under the Investment Company Act of 1940.

The following table reflects the investment portfolios that are, effective May 1, 2014, open and available to new premiums

and transfers under your Contract along with each portfolio’s investment adviser/subadviser and investment objective.

Please refer to the funds prospectuses for more detailed information. Fund prospectuses may be obtained free of charge

from Customer Service at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or access the SEC’s

website (http://www.sec.gov), or by contacting the SEC Public Reference Room at (202) 942-8090 or call (800) SEC-0330.

You may obtain copies of reports and other information about the separate account and the funds, after paying a duplicating

fee, by sending an email request to publicinfo@sec.gov or by writing to the SEC Public Reference Room, 100 F Street,

N.E., Room 1580, Washington, D.C. 20549-0102. If you received a summary prospectus for any of the funds available

through your contract, you may also obtain a full prospectus and other fund information free of charge by either accessing

the internet address, calling the telephone number or sending an email request to the contact information shown on the front

of the fund’s summary prospectus.


Fund Name and Investment Adviser/Subadviser	Investment Objective
Fidelity^®VIP Equity-Income Portfolio (Service Class 2)	Seeks reasonable income. Also considers the potential for
	capital appreciation. Seeks to achieve a yield which exceeds
Investment Adviser: Fidelity Management & Research	the composite yield on the securities comprising the S&P^®
Company (“FMR”)	Index.
Subadviser: FMR Co, Inc. (“FMRC”) and other investment
advisers

Voya Global Resources Portfolio (Class S)	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Growth and Income Portfolio (Class S)	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities
Investment Adviser: Voya Investments, LLC	convertible into common stocks. It is anticipated that
Subadviser: Voya Investment Management Co. LLC	capital appreciation and investment income will both be
	major factors in achieving total return.
Voya High Yield Portfolio (Class S)	Seeks to provide investors with a high level of current
	income and total return.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Intermediate Bond Portfolio (Class S)	Seeks to maximize total return consistent with reasonable
	risk. The Portfolio seeks its objective through investments
Investment Adviser: Voya Investments, LLC	in a diversified portfolio consisting primarily of debt
Subadviser: Voya Investment Management Co. LLC	securities. It is anticipated that capital appreciation and
	investment income will both be major factors in achieving
	total return.
Voya International Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of a widely accepted international
Subadviser: Voya Investment Management Co. LLC	index.

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Fund Name and Investment Adviser/Subadviser	Investment Objective
Voya Large Cap Value Portfolio (Class S)	Seeks long-term growth of capital and current income.

Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya Liquid Assets Portfolio (Class S)	Seeks high level of current income consistent with the
	preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Subadviser: Voya Investment Management Co. LLC

Voya MidCap Opportunities Portfolio (Class S)	Seeks long-term capital appreciation.

Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC

Voya Multi-Manager Large Cap Core Portfolio (Class S)	Seeks reasonable income and capital growth.

Investment Adviser: Directed Services LLC
Subadviser: Columbia Management Investment Advisers, LLC
and The London Company of Virginia d/b/a The London
Company

Voya Russell^TMLarge Cap Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Top 200^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell^TMSmall Cap Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell 2000^®Index.
Subadviser: Voya Investment Management Co. LLC

Voya Russell™ Large Cap Growth Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Top 200^®Growth
Subadviser: Voya Investment Management Co. LLC	Index.

Voya Russell™ Mid Cap Growth Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Russell Midcap^®Growth
Subadviser: Voya Investment Management Co. LLC	Index.

Voya Small Company Portfolio (Class S)	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks of companies with
Investment Adviser: Voya Investments, LLC	smaller market capitalizations.
Subadviser: Voya Investment Management Co. LLC

Voya U.S. Bond Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return (which includes capital
Investment Adviser: Voya Investments, LLC	appreciation and income) of the Barclays U.S. Aggregate
Subadviser: Voya Investment Management Co. LLC	Bond Index.

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Fund Name and Investment Adviser/Subadviser	Investment Objective
VY BlackRock Health Sciences Opportunities Portfolio (Class S)	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Subadviser: BlackRock Advisors, LLC

VY BlackRock Large Cap Growth Portfolio (Class S)	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Subadviser: BlackRock Investment Management, LLC

VY Clarion Real Estate Portfolio (Class S)	A non-diversified Portfolio that seeks total return including
	capital appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: CBRE Clarion Securities LLC

VY Columbia Contrarian Core Portfolio (Class S)	Seeks total return, consisting of long-term capital
	appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: Columbia Management Advisors, LLC

*VY FMR^SMDiversified Mid Cap Portfolio (Class S)**	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Subadviser: Fidelity Management & Research Company

* FMR^SMis a service mark of Fidelity Management & Research
Company

VY Invesco Equity and Income Portfolio (Class S)	Seeks total return, consisting of long-term capital
	appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.

VY Invesco Growth and Income Portfolio (Class S)	Seeks long-term growth of capital and income.

Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.

VY JPMorgan Emerging Markets Equity Portfolio (Class S)	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Subadviser: J.P. Morgan Investment Management Inc.

VY JPMorgan Small Cap Core Equity Portfolio (Class S)	Seeks capital growth over the long-term.

Investment Adviser: Directed Services LLC
Subadviser: J.P. Morgan Investment Management Inc.

VY Marsico Growth Portfolio (Class S)	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Subadviser: Marsico Capital Management, LLC

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Fund Name and Investment Adviser/Subadviser	Investment Objective
VY MFS Total Return Portfolio (Class S)	Seeks above-average income (compared to a portfolio
	entirely invested in equity securities) consistent with the
Investment Adviser: Directed Services LLC	prudent employment of capital and secondarily, seeks
Subadviser: Massachusetts Financial Services Company	reasonable opportunity for growth of capital and income.

VY MFS Utilities Portfolio (Class S)	Seeks total return.

Investment Adviser: Directed Services LLC
Subadviser: Massachusetts Financial Services Company

VY Morgan Stanley Global Franchise Portfolio (Class S)	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Morgan Stanley Investment Management Inc.

VY T. Rowe Price Capital Appreciation Portfolio (Class S)	Seeks, over the long-term, a high total investment return,
	consistent with the preservation of capital and with prudent
Investment Adviser: Directed Services LLC	investment risk.
Subadviser: T. Rowe Price Associates, Inc.

VY T. Rowe Price Equity Income Portfolio (Class S)	Seeks substantial dividend income as well as long-term
	growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.	Effective July 14, 2014, this portfolio will change its
	investment objective to: Seeks a high level of dividend
	income as well as long-term growth of capital through
	investments in stocks.

VY T. Rowe Price International Stock Portfolio (Class S)	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.

VY Templeton Foreign Equity Portfolio (Class S)	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC

VY Templeton Global Growth Portfolio (Class S)	Seeks capital appreciation. Current income is only an
	incidental consideration.
Investment Adviser: Directed Services LLC
Subadviser: Templeton Global Advisors Limited

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IMPORTANT INFORMATION REGARDING UPCOMING FUND REORGANIZATIONS

The Board of Trustees of Voya Investors Trust approved proposals to reorganize the following “Merging Portfolios” with
and into the following “Surviving Portfolios”:

*Merging Portfolios*	*Surviving Portfolios*
VY BlackRock Health Sciences Opportunities Portfolio	Voya Large Cap Growth Portfolio (Class S)
(Class S)
VY BlackRock Large Cap Growth Portfolio (Class S)	Investment Adviser: Directed Services LLC
VY Marsico Growth Portfolio (Class S)	Subadviser: Voya Investment Management Co. LLC
	Investment Objective: Seeks long-term capital growth.
VY MFS Utilities Portfolio (Class S)	Voya Large Cap Value Portfolio (Class S)
VY MFS Total Return Portfolio (Class S)	VY Invesco Equity and Income Portfolio (Class S)

In connection with the upcoming Reorganizations, the Voya Large Cap Growth Portfolio (Class S) will be added as an
available investment option.

Subject to shareholder approval, the reorganizations are expected to take place on or about July 18, 2014 (the
“Reorganization Date”), resulting in a shareholder of each Merging Portfolio becoming a shareholder of the corresponding
Surviving Portfolio. Each shareholder will thereafter hold shares of the corresponding Surviving Portfolio having equal
aggregate value as shares of the Merging Portfolio, and the Merging Portfolio will no longer be available under the
contract.

Prior to the Reorganization Date, you may reallocate your contract value in each Merging Portfolio to another investment
portfolio or fixed option currently available under the contract. This reallocation will neither count as a transfer for
purposes of our Excessive Trading Policy nor be subject to a transfer charge under the contract. Contract value remaining
in each Merging Portfolio on the Reorganization Date will be placed in the corresponding Surviving Portfolio.

Unless you provide us with alternative allocation instructions, after the Reorganization Date all future allocations directed
to each Merging Portfolio will be automatically allocated to the corresponding Surviving Portfolio. You may provide
alternative instructions by calling Customer Service at the number above.

As of the Reorganization Date, all references in the prospectus to the Merging Portfolios are deleted. For more
information, or information related to asset allocation requirements, please refer to your prospectus or call Customer
Service.


NOTICE OF AND IMPORTANT INFORMATION REGARDING PROPOSED FUND SUBSTITUTION

*The following information only affects you if you currently invest in the subaccount that corresponds to the*
*Fidelity^®VIP Equity-Income Portfolio.*

ING USA Annuity and Life Insurance Company (the "Company") and its Separate Account B (the "Separate Account")
have filed an application with the Securities and Exchange Commission to permit the following "Replaced Fund" to be
replaced with the following "Substitute Fund":

Replaced Fund	Substitute Fund

Fidelity^®VIP Equity-Income Portfolio (Service Class 2)	Voya Russell^TMLarge Cap Value Index Portfolio (Class S)


In connection with the substitution, the Voya Russell^TMLarge Cap Value Index Portfolio (Class S) will be added as an
available investment option.

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The principal purposes of the proposed substitution are as follows:

· Implement Business Plan. The substitution is another step in the Company’s overall business plan to help make the Contracts more attractive to customers and more efficient to administer and oversee. This plan involves providing funds available through the Contracts that meet certain performance, risk and pricing guidelines.

· Influence. The substitution will replace an unaffiliated fund with a fund that is advised and sub-advised by affiliates of the Company. The Substitute Fund will only be available through variable insurance products offered by the Company or their affiliated insurance companies. Consequently, the Board of the Substitute Fund has greater sensitivity to the needs of Contract Owners. The Company believes that the substitution will enable them to exercise more influence over the management and administration of the funds offered through their Contracts, thereby reducing costs and customer confusion.

· Reduction of Costs. The Substitute Fund, which is managed by affiliated investment advisers, will allow the Company to reduce costs by consolidating administration of the Substitute Fund with its other funds.

· Due Diligence. The substitution will allow the Company to respond to expense, performance and management matters that they have identified in their due diligence review of the funds available through the Contracts.

The following lists important information regarding the upcoming fund substitution:

· Prior to the fund substitution you will receive another prospectus supplement which will indicate the substitution effective date, provide you with further details about the Substitute Fund and reiterate your rights related to the substitution. You will also receive a summary prospectus for the Substitute Fund.

· Prior to the substitution effective date and for thirty days thereafter you may transfer amounts allocated to the subaccount that invests in the Replaced Fund to any other available subaccount or any available fixed account free of charge, and any such transfer will not count as a transfer when imposing any applicable restrictions or limits on transfers (other than restrictions related to frequent or disruptive transfers).

· On the substitution effective date your investment in the subaccount that invests in the Replaced Fund will automatically become an investment in the subaccount that invests in the Substitute Fund with an equal total net asset value. Your Contract value immediately before the substitution will equal your Contract value immediately after the substitution.

· Unless you provide us with alternative allocation instructions, after the substitution effective date all allocations directed to the subaccount that invested in the Replaced Fund will be automatically allocated to the subaccount that invests in the Substitute Fund. You may give us alternative allocation instructions at any time by contacting Customer Service at P.O.

Box 9271, Des Moines, IA 50306-9271 or call (800) 366-0066.

· The overall expenses of the Substitute Fund are less than the overall expenses of the Replaced Fund. The fees and expenses of the Substitute Fund will be provided to you prior to the substitution effective date.

· The investment objective and investment policies of the Substitute Fund are similar to the investment objective and policies of the Replaced Fund. The investment objective of the Substitute Fund along with information about the Substitute Fund's investment adviser/subadviser will be provided to you prior to the substitution effective date.

· After the substitution effective date, the Replaced Fund will no longer be available through the Contract and there will be no further disclosure regarding it in any future Contract prospectus or supplements to the Contract prospectus.

· You will not incur any fees or charges or any tax liability because of the substitution.

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