UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.   Name and address of issuer:

                      Separate Account B of ING USA Annuity
                           and Life Insurance Company
                               1475 Dunwoody Drive
                           West Chester, PA 19380-1478


2.   The name of each  series  or class of  securities  for  which  this Form is
     filed. (If the Form is being filed for all series and classes of securities
     of the issuer, check the box but do not list series or classes.)

                                      [ X ]


3.   Investment Company Act File Number:

                                    811-05626


     Securities Act File Number:

                      033-23351       033-59261     333-101481
                      333-28769       333-28679     333-117260
                      333-28755       333-66757     333-124953
                      333-33914       333-30180     033-34827
                      333-90516       333-70600
                      333-63692       333-57218


4.(a) Last day of fiscal year for which this Form is filed:

                                December 31, 2005


4.(b)[ ] Check box if this Form is being filed late (i.e., more than 90 days
         after the end of the issuer's fiscal year).

4.(c)[ ] Check box if this is the last time the issuer will be filing this Form.





5.   Calculation of registration fee:

     (i)  Aggregate  sale  price of  securities  sold  during  the  fiscal  year
          pursuant to section 24f-2:

                                    $ 9,404,045,464


     (ii) Aggregate  price of  securities  redeemed  or  repurchased  during the
          fiscal year:

                                    $ 5,117,944,007


     (iii)Aggregate  price of  securities  redeemed  or  repurchased  during any
          prior  fiscal year ending no earlier  than  October 11, 1995 that were
          not  previously  used  to  reduce  registration  fees  payable  to the
          Commission:

                                    $0


     (iv) Total available redemption credits [add Items 5(ii) and 5(iii)]:

                                    $(5,117,944,007)


     (v)  Net sales -- if item 5(i) is greater  than Item 5(iv)  [subtract  Item
          5(iv) from Item 5(i)]

                                    $ 4,286,101,457


     (vi) Redemption  credits  available for use in future years -- if Item 5(i)
          is less than Item 5(iv) [subtract Item 5(iv) from item 5(i)]:

                                    $0


     (vii) Multiplier for determining registration fee:

                                    x.00010700


     (viii) Registration  fee due [multiply Item 5(v) by Item 5(vii)] (enter "0"
            if no fee is due):

                                    $458,613



6.   Prepaid Shares

     If the  response  to Item 5(i) was  determined  by  deducting  an amount of
     securities that were  registered  under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect before October 11, 1997,  then report the amount
     of securities (number of shares or other units) deducted here:


     If there is a number of shares or other units that were registered pursuant
     to rule 24e-2 remaining unsold at the end of the fiscal year for which this
     form is filed that are  available  for use by the  issuer in future  fiscal
     years, then state that number here:


7.   Interest  due-- If this Form is being filed more than 90 days after the end
     of the issuer's fiscal year:

                                 +$0


8.   Total of the amount of the registration fee due plus any interest due [line
     5(viii) plus line 7]:

                                 =$458,613


9.   Date  the  registration  fee  and  any  interest  payment  was  sent to the
     Commission's lockbox depository:

                                 March 29, 2006

     CIK: 0000836687

     Method of Delivery:

               [ X ] Wire Transfer
               [   ] Mail or other means


                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.


By:     /s/ Barry Ward
        ------------------------------------------------
            Barry Ward
            Vice President and
              Head of Financial Reporting


Date:   March 31, 2006