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

                              PROSPECTUS SUPPLEMENT
                               DATED APRIL 1, 2004

                         SUPPLEMENT TO THE PROSPECTUSES
                                       FOR
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
              ISSUED BY ING USA ANNUITY AND LIFE INSURANCE COMPANY

                           NOTICE OF FUND SUBSTITUTION

ING USA Annuity and Life Insurance Company (the "Company"), ING USA Annuity and
Life Insurance Company Separate Account B and ING USA Annuity and Life Insurance
Company Separate Account EQ (each, the "Separate Account" or collectively, the
"Separate Accounts") recently filed an application with the Securities and
Exchange Commission to permit the substitution of the PIMCO High Yield Portfolio
in which a sub-account of each of the Separate Accounts invests (the "Replaced
Fund") to be replaced with the ING PIMCO High Yield Portfolio (the Substitute
Fund).

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IMPORTANT INFORMATION ABOUT THE PROPOSED SUBSTITUTION.

o        Prior to the effective date of the substitution and for thirty days
         thereafter you may transfer amounts invested in the sub-account which
         invests in the Replaced Fund to any other sub-account or the fixed
         account free of charge;

o        Prior to the effective date of the substitution and for thirty days
         thereafter any transfer from the sub-account which invests in the
         Replaced Fund to any other sub-account or the fixed account will not
         count as a transfer when imposing any applicable restriction or limit
         on transfers;

o        You will not incur any fees or charges or any tax liability because of
         the substitution, and your contract value immediately before the
         substitution will equal your contract value immediately after the
         substitution.

o        The investment objective and policies of the Substitute Fund are
         substantially the same as the investment objective and policies of the
         Replaced Fund. The investment objective of the Substitute Fund is more
         fully described below.

o        The total expenses of the Substitute Fund is less than or equal to the
         total expenses of the Replaced Fund. The total expenses of the
         Substitute Fund are more fully described below.

o        Upon the substitution you will receive another notice which will detail
         the effective date of the substitution and reiterate your rights
         related to the substitution. You will also receive a prospectus for the
         Substitute Fund.

SUBSTITUTE FUND FEES AND CHARGES. The following information shows the investment
advisory fees and other expenses charged annually by the Substitute Funds. The
figures are a percentage of the average net assets of the fund as of December
31, 2003. See the prospectus for the fund for more information concerning these
expenses.


                                                                                                 

                                                                                                     FEES AND      TOTAL NET
                                                                                    TOTAL GROSS      EXPENSES     ANNUAL FUND
                                   MANAGEMENT FEES   DISTRIBUTION       OTHER       ANNUAL FUND     WAIVED OR       EXPENSES
            FUND NAME                                (12B-1) FEES      EXPENSES      EXPENSES       REIMBURSED
ING PIMCO High Yield Portfolio          0.49%            0.25%          0.01%          0.75%            --           0.75%
(Service Class) 1, 2, 3


1      The estimated operating expenses for shares of each Portfolio are shown
       as a ratio of expenses to average daily net assets. These estimates,
       unless otherwise noted, are based on each Portfolio's actual operating
       expenses for its most recently completed fiscal year.



2    The Management Agreement between the Trust and its Manager, DSI
     ("Manager"), provides for a "bundled fee" arrangement, under which the
     Manager provides, in addition to advisory services, administrative and
     other services necessary for the ordinary operation of the Portfolios, and
     pays for the services and information necessary to the proper conduct of
     the Portfolios' business, including custodial, administrative, transfer
     agency, portfolio accounting, auditing, and ordinary legal services, in
     return for the single management fee. Therefore, the ordinary operating
     expenses borne by the Portfolios are normally expected to include such
     expenses as the cost of the Trustees who are not "interested persons" of
     the Manager, including the cost of the Trustees and Officers Errors and
     Omissions Liability Insurance coverage, any taxes paid by the Portfolios,
     expenses paid through the 12b-1 plan and service agreement, interest
     expenses from any borrowing, and similar expenses, and are normally
     expected to be low compared to mutual funds with more conventional expense
     structures. The Portfolios would also bear any extraordinary expenses.

3    The expenses are estimated because the Portfolio had not commenced
     operations as of December 31, 2003.


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SUBSTITUTE FUND INVESTMENT ADVISER AND INVESTMENT OBJECTIVE. The following
information lists the investment adviser and subadviser and information
regarding the investment objective of the Substitute Fund. More detailed
information about this fund can be found in the current prospectus and Statement
of Additional Information for the fund.



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                                         INVESTMENT ADVISER/
             FUND NAME                        SUBADVISER                 INVESTMENT OBJECTIVE
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ING PIMCO HIGH YIELD PORTFOLIO  INVESTMENT ADVISER:                  Seeks maximum total return,
(SERVICE CLASS)                 Directed Services, Inc.              consistent with preservation of
                                SUBADVISER:                          capital and prudent investment
                                Pacific Investment Management Co.    management.
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