ING [LOGO]
ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF ING USA ANNUITY AND LIFE INSURANCE COMPANY


                              Prospectus Supplement
                              Dated March 15, 2004

                         Supplement to the Prospectuses
                             Dated February 13, 2004
                                       for

            Deferred Combination Variable and Fixed Annuity Contracts
                                    issued by
                   ING USA Annuity and Life Insurance Company
                (formerly Golden American Life Insurance Company)
                     For use only in the State of Washington
          ("ING GoldenSelect ESII(R), ING GoldenSelect Generations(R),
                     ING GoldenSelect Opportunities(R), and
                  Wells Fargo ING Opportunities Prospectuses")


The information in this supplement updates and amends certain information
contained in the prospectus dated February 13, 2004. You should read and keep
this supplement along with the prospectus. For contracts issued in the State of
Washington, the following revisions are made to the prospectus:

     1.   The Fixed Account is not available in the state of Washington.

     2.   The following amendments are made to the section entitled, "Minimum
          Guaranteed Income Benefit Rider (MGIB)":

          a.   The Fixed Interest Division is designated as an Excluded Fund.

          b.   The section entitled, "Determining the MGIB Charge Base" is
               amended as follows: The MGIB Charge Base is a percentage of the
               greatest sum of the MGIB Charge Base for Covered Funds and the
               MGIB Charge Base for Special Funds, on any date since the date on
               which the last charge was deducted, or the rider date for the
               first deduction.

          c.   The quarterly charge for the MGIB rider is deducted only from the
               contract value of the subaccounts in which you are invested. No
               deduction will be made from the Fixed Interest Division.

     3.   The death  benefits for Contracts  issued for delivery in the State of
          Washington are described in the appendix to the  prospectus  entitled,
          "Death  Benefits  for   CategoryYr-2001   Contract  Owners"  with  the
          following amendments:

          a.   Contracts  issued for  delivery in the State of  Washington  will
               have a "5.5%  Enhanced  Death  Benefit"  and a "Max 5.5  Enhanced
               Death Benefit." The "7% Solution  Enhanced Death Benefit" and the
               "Max 7 Enhanced Death Benefit"  referred to in the prospectus are
               not  available  and not offered in the State of  Washington.  All
               references to the "7% Solution  Enhanced  Death  Benefit" and the
               "Max 7 Enhanced  Death  Benefit" as described  in the  prospectus
               should be changed to the "5.5%  Solution  Enhanced Death Benefit"
               and a "Max 5.5 Enhanced Death Benefit."

ESII/Generations/Opportunities.WA - 132197                            03/15/2004



          b.   For purposes of  calculating  the 5.5%  Solution  Enhanced  Death
               Benefit, the following apply:

               i.   The  death  benefit  accrues  to age 80,  but the cap is not
                    applicable;

               ii.  Withdrawals  of up to 5.5% per year of  cumulative  premiums
                    are referred to as special withdrawals.  Special withdrawals
                    reduce the 5.5% Solution  Minimum  Guaranteed  Death Benefit
                    ("MGDB") by the amount of contract value withdrawn.  For any
                    withdrawal  in excess of the amount  available  as a special
                    withdrawal, a pro rata adjustment is made to the 5.5% MGDB.

          c.   The "floor"  described in the appendix to the prospectus  applies
               only to the  calculation  of the  5.5%  Solution  Enhanced  Death
               Benefit and the Max 5.5% Enhanced Death  Benefit.  The floor does
               not apply to the Annual Ratchet Enhanced Death Benefit.

          d.   The  Special  Funds  listed  in  the  prospectus   apply  to  the
               calculation  of the 5.5% Solution  Enhanced Death Benefit and the
               Max 5.5% Enhanced  Death  Benefit.  No Special Funds apply to the
               calculation  of the Standard  Death Benefit or the Annual Ratchet
               Enhanced Death Benefit.

     4.   The charges, fees and expenses for Contracts with the 5.5% Solution
          Enhanced Death Benefit and Max 5.5% Enhanced Death Benefit are as
          described in the prospectus with the exception of the mortality and
          expense risk charges. The mortality and expense risk charges and
          asset-based administrative charges are as follows:


- --------------------------------------------------------------------------------
                                               5.5% Solution           Max 5.5
   Mortality & Expense Risk Charge                 1.40%                1.55%
   Asset-Based Administrative Charge               0.15%                0.15%
       Total                                       1.55%                1.70%
- --------------------------------------------------------------------------------

          The mortality and expense risk charge is deducted each business day at
          the rate of 0.003863% (5.5% Solution), or 0.004280% (Max 5.5) for each
          day since the previous  business day. The  Asset-Based  Administrative
          Charge is deducted each business day at the rate of 0.000411%.


ING [Logo]
ING USA ANNUITY AND LIFE INSURANCE COMPANY
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.


ESII/Generations/Opportunities.WA - 132197          2                 03/15/2004