ING USA ANNUITY AND LIFE INSURANCE COMPANY (FORMERLY GOLDEN AMERICAN 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 OCTOBER 29, 2004

                   TO YOUR CURRENT VARIABLE ANNUITY PROSPECTUS

This supplement amends certain information contained in the most recent variable
annuity prospectus. Please read it carefully and keep it with your prospectus
for future reference.

THE "INDUSTRY DEVELOPMENTS - TRADING" SECTION OF THE PROSPECTUS IS HEREBY
DELETED AND REPLACED WITH THE FOLLOWING:

INDUSTRY DEVELOPMENTS - TRADING

Like many financial services companies, the company and certain of its U.S.
affiliates ("ING U.S.") have received formal and informal requests for
information from various governmental and self-regulatory agencies in connection
with investigations related to trading of mutual fund shares which are available
through its variable insurance products or are offered separately. ING U.S. has
cooperated fully with each request.

INTERNAL REVIEW

In addition to responding to regulatory and governmental requests, management of
ING U.S., on its own initiative, has conducted, through independent special
counsel and a national accounting firm, an extensive internal review of mutual
fund trading in ING U.S. insurance, retirement, and mutual fund products. The
goal of this review was to identify any instances of inappropriate trading in
those products by third parties, ING U.S. investment professionals and other ING
U.S. personnel. The internal review related to mutual fund trading is now
substantially completed. Of the millions of customer relationships that ING U.S.
maintains, the internal review identified several isolated arrangements through
which third parties were allowed to engage in frequent trading of mutual funds
within ING U.S. variable insurance and mutual fund products. The internal review
also identified other circumstances where frequent trading occurred despite
measures taken by ING U.S. which were intended to combat market timing. Each of
these arrangements has been terminated and was fully disclosed to regulators.
The results of the internal review were also reported to the independent
trustees of ING Funds (U.S.).

More specifically, these arrangements included the following:

     o    ING U.S. has identified three arrangements, dating from 1995, 1996 and
          1998, under which the administrator to the then-Pilgrim Funds, which
          subsequently became part of the ING Funds (U.S.), entered formal and
          informal arrangements that permitted frequent trading. ING Funds
          Distributor, LLC ("IFD") has received a notice from the staff of NASD
          informing IFD that it has made a preliminary determination to
          recommend that disciplinary action be brought against IFD and one of
          its registered persons for violations of the NASD Conduct Rules and
          certain provisions of the federal securities laws in connection with
          these arrangements. As permitted under NASD procedures, IFD may
          respond to the NASD staff before the staff makes a final
          recommendation.


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     o    Aeltus Investment Management, Inc. (a predecessor entity to ING
          Investment Management Co.) has identified two investment professionals
          who engaged in extensive frequent trading in certain ING Funds (U.S.).
          One was subsequently terminated for cause and incurred substantial
          financial penalties in connection with this conduct and the second has
          been disciplined.

     o    ReliaStar Life Insurance Company ("ReliaStar") entered into agreements
          seven years ago permitting the owner of policies issued by the insurer
          to engage in frequent trading and to submit orders until 4pm Central
          Time. In 2001, ReliaStar also entered into a selling agreement with a
          broker-dealer that engaged in frequent trading. Employees of ING U.S.
          were terminated and/or disciplined in connection with these matters.

     o    In 1998, Golden American Life Insurance Company (currently known as
          ING USA Annuity and Life Insurance Company) entered into an
          arrangement permitting a broker-dealer to frequently trade up to
          certain specific limits in a fund available through one of its
          variable annuity products. No employee responsible for this
          arrangement remains at ING U.S.

Most of the identified arrangements were initiated prior to ING's acquisition of
the businesses in question. The ING U.S. companies in question did not receive
special benefits in return for any of these arrangements, which have all been
terminated.

ING U.S. is committed to conducting its businesses with the highest
standards of ethical conduct with zero tolerance for noncompliance. Accordingly,
management of ING U.S. was disappointed that its voluntary internal review
identified the situations described above. Viewed in the context of the breadth
and magnitude of its business as a whole, management does not believe the ING
U.S. companies had systemic ethical or compliance issues in these areas.
Nonetheless, given management's refusal to tolerate any lapses, the steps noted
below have been taken, and it continues to seek opportunities to further
strengthen the internal controls of the ING U.S. businesses.

COMMITMENT TO CUSTOMERS

     o    ING U.S. has agreed with the ING Funds (U.S.) to indemnify and hold
          harmless the ING Funds (U.S.) from all damages resulting from wrongful
          conduct by ING U.S. or its employees or from ING U.S.'s internal
          investigation, any investigations conducted by any governmental or
          self-regulatory agencies, litigation or other formal proceedings,
          including any proceedings by the Securities and Exchange Commission.
          ING U.S. management believes that the total amount of any
          indemnification obligations will not be material to ING U.S. or its
          businesses.

     o    ING U.S. updated its Code of Conduct for employees reinforcing its
          employees' obligation to conduct personal trading activity consistent
          with the law, disclosed limits, and other requirements.

     o    The ING Funds (U.S.), upon a recommendation from ING U.S., updated
          their respective Codes of Ethics applicable to investment
          professionals with ING U.S. entities and certain other fund personnel,
          requiring such personnel to pre-clear any purchases or sales of ING
          Funds (U.S.) that are not systematic in nature (i.e., dividend
          reinvestment), and imposing minimum holding periods for shares of ING
          Funds (U.S.).

     o    ING U.S. instituted excessive trading policies for all customers in
          its variable insurance and retirement products and for shareholders of
          the ING Funds (U.S.) sold to the public through financial
          intermediaries. ING U.S. does not make exceptions to these policies.

     o    ING U.S. reorganized and expanded its U.S. Compliance Department, and
          created an Enterprise Compliance team to enhance controls and
          consistency in regulatory compliance.

ING USA - 134122                 Page 2 of 3                          10/29/2004




REQUESTS FOR INFORMATION FROM NEW YORK ATTORNEY GENERAL

As has been widely reported in the media, the New York Attorney General's office
("NYAG") is conducting broad investigations regarding insurance quoting and
brokerage practices. ING U.S. has been subpoenaed in this regard, and is
cooperating fully with these NYAG requests for information.

ING U.S. believes that its practices are consistent with our business principles
and our commitment to our customers.

At this time, in light of the current regulatory focus, ING U.S. is actively
engaged in reviewing whether any modifications in our practices are appropriate
for the future.
































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


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