ING [Logo]

ING USA  ANNUITY AND LIFE  INSURANCE  COMPANY  (FORMERLY  GOLDEN  AMERICAN  LIFE
INSURANCE  COMPANY)  SEPARATE  ACCOUNT B OF ING USA ANNUITY  AND LIFE  INSURANCE
COMPANY

                              PROSPECTUS SUPPLEMENT
                              DATED AUGUST 6, 2004

                         SUPPLEMENT TO THE PROSPECTUSES
                                DATED MAY 1, 2004

                                       FOR

            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
                                    ISSUED BY

                   ING USA ANNUITY AND LIFE INSURANCE COMPANY
                ("SMARTDESIGN ADVANTAGE", "SMARTDESIGN SIGNATURE"

                       AND SMARTDESIGN VARIABLE ANNUITY")

The information in this supplement updates and amends certain information
contained in the above-referenced prospectuses, each dated May 1, 2004. You
should read and keep this supplement along with the prospectus.

Effective August 6, 2004, the subadviser name listed in the "Fund Name and
Investment Adviser/Subadviser" column in Appendix B is amended to reflect the
change in the name of the Subadviser from Aeltus Investment Management, Inc. to
ING Investment Management Co. for the following portfolios:

   ING GET U.S. Core Portfolio (not offered in SmartDesign Signature prospectus)
   ING VP Index Plus LargeCap Portfolio
   ING VP Index Plus MidCap Portfolio
   ING VP Index Plus SmallCap Portfolio
   ING VP Value Opportunity Portfolio

All references to Share Class "2" for the portfolios listed below are removed
wherever they appear in the prospectus:

   ING American Funds Growth Portfolio
   ING American Funds Growth-Income Portfolio
   ING American Funds International Portfolio

ING JULIUS BAER FOREIGN PORTFOLIO
- ---------------------------------
Effective May 1, 2004, the subadviser name listed in the "Fund Name and
Investment Adviser/Subadviser" column in Appendix B for the ING Julius Baer
Foreign Portfolio is amended to reflect the change in the name of the Subadviser
from Julius Baer Investment Management, Inc. to Julius Baer Investment
Management LLC.

INVESCO VARIABLE INVESTMENT FUNDS, INC.
- ---------------------------------------
Effective August 6, 2004, the fund name listed in the "Fund Name and Investment
Adviser/Subadviser" column in Appendix B for the INVESCO VIF-Leisure Fund
(Series I) and the INVESCO VIF-Utilities Fund (Series I) is amended to reflect
the change in the name of the fund from INVESCO Variable Investment Funds, Inc.
to AIM Variable Insurance Funds.

AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
- -------------------------------------
Effective July 1, 2004, the fee listed under "Investment Advisory Fees" for AIM
V.I. Dent Demographic Trends Fund (Series II) in the Fund Expense Table in the
prospectus is amended to reflect a fee reduction from 0.85% to 0.77%.


SmartDesign - 133545                                                   08/06/04



ING PIMCO HIGH YIELD PORTFOLIO
- ------------------------------
All references to the Share Class for the ING PIMCO High Yield Portfolio are
amended to read Class "S" wherever they appear in the prospectus.

ING MFS CAPITAL OPPORTUNTIES PORTFOLIO
- --------------------------------------
All references to the Share Class for the ING MFS Capital Opportunities
Portfolio are amended to read "Initial" Class wherever they appear in the
prospectus.

JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO
- ---------------------------------------------
Effective July 1, 2004, the fee listed under "Investment Advisory Fees" for the
Janus Aspen Series Worldwide Growth Portfolio (Service Class) in the Fund
Expense Table in the prospectus is amended to reflect a fee reduction from 0.65%
to 0.60%.

ING VP INDEX PLUS LARGE CAP PORTFOLIO
- -------------------------------------
The Fund Expense Table is amended to include the following expenses for the ING
VP Index Plus Large Cap Portfolio:


- ---------------------------------------- -------------- --------------- ----------- -------------- ------------ --------------
                                                                                    TOTAL FUND                   NET FUND
                                                                                    ANNUAL                       ANNUAL
                                                        DISTRIBUTION                EXPENSES                     EXPENSES
                                                        AND/OR                      WITHOUT          TOTAL       AFTER
                                          INVESTMENT    SERVICE         OTHER       WAIVERS OR     WAIVERS OR    WAIVERS OR
FUND NAME                                ADVISORY FEES  (12B-1) FEES    EXPENSES    REDUCTIONS     REDUCTIONS    REDUCTIONS
                                                                                               
- ---------------------------------------- -------------- --------------- ----------- -------------- ------------ --------------
ING VP Index Plus LargeCap Portfolio         0.35%          0.25%         0.08%         0.68%         0.00%         0.68%
  (Class S) (1)(2)
- ---------------------------------------- -------------- --------------- ----------- -------------- ------------ --------------


(1)  The table above shows the estimated operating expenses for Class S shares
     of each Portfolio as a ratio of expenses to average daily net assets. These
     estimates, unless otherwise noted, are based on each Portfolio's actual
     operating expenses, annualized, for the Portfolio's most recently completed
     fiscal year and fee waivers to which the Portfolio's investment adviser has
     agreed for each Portfolio.
(2)  ING Investments, LLC, the investment adviser to each Portfolio, entered
     into written expense limitation agreements with each Portfolio under which
     it will limit expenses of the Portfolios, excluding interest, brokerage and
     extraordinary expenses, subject to possible recoupment by the adviser
     within three years. The amount of each Portfolio's expenses waived,
     reimbursed or recouped during the last fiscal year by the adviser is shown
     under "Total Waivers or Reductions" in the table above. The expense limit
     for each Portfolio is shown as "Net Fund Annual Expenses After Waivers or
     Reductions" in the table above. For each Portfolio, the expense limits will
     continue through at least December 31, 2004. For further information
     regarding the expense limitation agreements, see the Fund's prospectus.













ING USA ANNUITY AND LIFE INSURANCE COMPANY (FORMERLY GOLDEN AMERICAN LIFE
INSURANCE COMPANY) ING USA Annuity and Life Insurance Company is a stock company
domiciled in Iowa.

ING [Logo]


SmartDesign - 133545                                                   08/06/04