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December 23, 2009

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: ING Mutual Funds

(File Nos. 033-56094; 811-07428)

ING Mayflower Trust

(File Nos. 033-67852; 811-07978)

Ladies and Gentlemen:

Attached for filing, via the EDGAR system, are Post-Effective Amendment Nos. 138 and 72 (each, an “Amendment” and collectively, the “Amendments”) to the Registration Statements of ING Mutual Funds and ING Mayflower Trust, respectively. These Amendments are being filed pursuant to Rule 485(a) under the Securities Act of 1933 (“1933 Act”), as amended and shall become effective on February 26, 2010.

These Amendments are being filed primarily for the purpose of updating the disclosure in compliance with annual updating requirements pursuant to section 10(a)(3) of the 1933 Act and to register Class W shares of ING International Capital Appreciation Fund, a series of ING Mutual Funds. Should you have any questions concerning the attached filing, please contact the undersigned at 480.477.2649 or Kim Springer at 480.477.2674.

Regards,

/s/ Paul A. Caldarelli

Paul A. Caldarelli

Senior Counsel

ING U.S. Legal Services

Attachment

cc: Huey P. Falgout, Jr., Esq.

ING Investments, LLC

Reza Pishva

Dechert LLP