485BPOS 1 shell87131bfiling.htm 87131 485(B) PEA #8

As filed with the Securities and Exchange Commission on March 9, 2005			File No. 333-87131 File No. 811-8582

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4

POST-EFFECTIVE AMENDMENT NO. 8 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment to REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Variable Annuity Account I of ING Insurance Company of America ING Insurance Company of America Corporate Center One 2202 North Westshore Boulevard, Suite 350, Tampa, FL 33607 Depositor's Telephone Number, including Area Code (860) 723-2239 Michael A. Pignatella, Counsel ING US Legal Services 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 (Name and Address of Agent for Service)

It is proposed that this filing will become effective:
	X	immediately upon filing pursuant to paragraph (b) of Rule 485

		on _____, 2005 pursuant to paragraph (b) of Rule 485

The Prospectus and the Statement of Additional Information, each dated May 1, 2004, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 8 by reference to Registrant's filings under: Rule 485(b) as filed on April 14, 2004 and declared effective on May 1, 2004 and Rule 497(e), as filed on August 4, 1004, August 18, 2004, October 29, 2004, and November 3, 2004 (File No. 333-87131).

A supplement to the Prospectus and a supplement to the Statement of Additional information, each dated March 9, 2005, are included in Parts A and B, respectively, of this Post-Effective Amendment.

ING Insurance Company of America Variable Annuity Account I Retirement Master Supplement dated March 9, 2005 to the Contract Prospectus and Contract Prospectus Summary, each dated May 1, 2004, as supplemented on August 4, 2004, August 18, 2004, October 29, 2004 and November 3, 2004
The information in this Supplement updates and amends certain information contained in the Contract Prospectus and Contract Prospectus Summary. You should read this Supplement along with the current Contract Prospectus and Contract Prospectus Summary.
1.	Effective March 30, 2005, the following new investment options will be available under your contract.
	ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class)
2.	Effective March 30, 2005, the following investment options are no longer available and all references to these investment options in the Contract Prospectus and Contract Prospectus Summary are deleted: ING Oppenheimer Global Portfolio - Service Class Janus Aspen Balanced Portfolio - Institutional Shares Janus Aspen Flexible Income Portfolio - Institutional Shares Janus Aspen Growth Portfolio - Institutional Shares Janus Aspen Mid Cap Growth Portfolio - Institutional Shares Janus Aspen Worldwide Growth Portfolio - Institutional Shares Oppenheimer Global Securities Fund/VA Oppenheimer Strategic Bond Fund/VA
3.	The minimum and maximum total fund operating expenses shown in the Contract Prospectus will not change with the addition of the funds in Item 1 of this supplement or the deletion of the funds in Item 2 of this supplement. Therefore, there is no change to the hypothetical examples shown in the Contract Prospectus and Contract Prospectus Summary.
4.	The following adds information about the new funds to the Fund Expense Table beginning on page 7 of the Contract Prospectus.

Fund Name	Management (Advisory) Fees	12b-1 Fee	Other Expenses	Total Annual Fund Operating Expenses	Fees and Expenses Waived or Reimbursed	Net Annual Fund Operating Expenses
ING Oppenheimer Global Portfolio (Initial Class)⁽³⁷⁾	0.60%	--	0.06%	0.66%	--	0.66%
ING Oppenheimer Strategic Income Portfolio (Initial Class)⁽³⁸⁾	0.50%	--	0.04%	0.54%	--	0.54%

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March 2005

5.	The Footnotes to "Fund Expense Table" beginning on page 10 of the Contract Prospectus are amended by adding the following footnotes:
	(37)	Effective December 1, 2004, the administrative fees included in Other Expenses have been restated to reflect a decrease from 0.60% to 0.06% for ING Oppenheimer Global Portfolio.
	(38)	The fees and expenses shown are based on estimated expenses for the current fiscal year.

6.	The following replaces the paragraph labeled "Limits Imposed by the Underlying Fund" in the Investment Options section in the Contract Prospectus.
	Limits Imposed by Underlying Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a purchase payment to a subaccount if the subaccount's investment in its corresponding fund is not accepted by the fund for any reason.
7.	The following replaces the paragraphs under "Limits on Frequent or Disruptive Transfers" and "Limits Imposed by the Funds" in the Transfers section in the Contract Prospectus and in section "4. Investment Options" of the Contract Prospectus Summary.
	Limits Imposed by Underlying Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a purchase payment to a subaccount if the subaccount's investment in its corresponding fund is not accepted by the fund for any reason. Limits on Frequent or Disruptive Transfers. The contract is not designed to serve as a vehicle for frequent trading. Frequent trading can disrupt management of a fund and raise its expenses through: 1) increased trading and transaction costs; 2) forced and unplanned portfolio turnover; 3) lost opportunity costs; and 4) large asset swings that decrease the fund's ability to provide maximum investment return to all contract holders and participants. This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies and make frequent transfers should not purchase the contract.
	We monitor transfer activity. With regard to frequent transfers, in the event that an individual's or organization's transfer activity: 1. exceeds our then-current monitoring standard for frequent trading; 2. is identified as problematic by an underlying fund even if the activity does not exceed our monitoring standard for frequent trading; or 3. if we determine in our sole discretion that such transfer activity may not be in the best interests of other contract holders or participants, we will take the following actions to deter such activity. Upon the first violation, we will send a one time warning letter. A second violation will result in the suspension of trading privileges via facsimile, telephone, email and internet, and limit trading privileges to submission by regular U.S. mail for a period of six months. At the end of that period, trading privileges will be reinstated. If there is another violation after such rights are reinstated, we will suspend such privileges permanently. We will notify you in writing if we take any of these actions. With regard to transfers initiated by a market-timing organization or individual or other party authorized to give transfer instructions on behalf of multiple contract owners or participants, we will also take the following actions, without prior notice: (1) not accepting transfer instructions from an agent acting on behalf of more than one contract holder or participant; and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one contract holder or participant at a time.

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March 2005

Our current definition of frequent trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs and transfers involving certain de minimis amounts when determining whether trading activity is excessive. We reserve the right to modify our general standard, or the standard as it may apply to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of contract holders, participants and fund investors and/or state or federal regulatory requirements. If we modify such standard, it will be applied uniformly to all contract holders and participants or, as applicable, to all contract holders and participants investing in the underlying fund.

In addition, if, due to the excessive dollar amounts of trades, even though not within our then current definition of frequent trading, an individual's or organization's transfer activity is determined, in our sole discretion, to be disruptive, we will take the same actions as are described above to limit frequent transfers.

The Company does not allow waivers to the above policy. Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity.

The following information is added to Appendix III -- Description of Underlying Funds in the Contract Prospectus.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. -- ING Oppenheimer Global Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks capital appreciation. Invests mainly in common stocks of companies in the U.S. and foreign countries. Can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets.
ING Partners, Inc. -- ING Oppenheimer Strategic Income Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks a high level of current income principally derived from interest on debt securities. Invests mainly in debt securities of issuers in three market sectors: foreign governments and companies; U.S. Government securities; and lower-grade high-yield securities of U.S. and foreign companies.

Appendix IV - Condensed Financial Information in the Contract Prospectus is amended by updating the tables to add (1) the accumulation unit value (AUV) at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of Variable Annuity Account C available under the contracts for the period ended September 30, 2004. For those subaccounts that commenced operations during the period ended September 30, 2004 the "Value at beginning of period" shown is the value at first date of investment. For those subaccounts that ended operations during the period ended September 30, 2004 the "Value at end of period" shown is the value at the last date of investment. The update to Appendix IV - Condensed Financial Information is attached at the end of this supplement as Exhibit I.

10.

The following information is added to the Fund Expense Table on page 6 of the Contract Prospectus Summary.

	Column 1	Column 2	Column 3	Column 4	Column 5
	Maximum Mortality and Expense Risk Charge	Maximum Administrative Expense Charge (Not Currently Charged)	Maximum Total Subaccount Annual Charges	Total Annual Fund Operating Expenses	Total Annual Expenses (Subaccount Plus Fund Expenses)
ING Oppenheimer Global Portfolio (Initial Class)	1.00%	0.25%	1.25%	0.66%	1.91%
ING Oppenheimer Strategic Income Portfolio (Initial Class)	1.00%	0.25%	1.25%	0.54%	1.79%

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March 2005

EXHIBIT I CONDENSED FINANCIAL INFORMATION

(Selected data for accumulation units outstanding as of September 30, 2004)

		2004
AIM V.I. CAPITAL APPRECIATION FUND
Value at beginning of period		$7.69
Value at end of period		$7.40
Number of accumulation units outstanding at end of period		1,871
AIM V.I. CORE EQUITY FUND
Value at beginning of period		$7.54
Value at end of period		$7.58
Number of accumulation units outstanding at end of period		339,116
AIM V.I. GROWTH FUND
Value at beginning of period		$5.07
Value at end of period		$4.93
Number of accumulation units outstanding at end of period		331,136
AIM V.I. PREMIER EQUITY FUND
Value at beginning of period		$6.76
Value at end of period		$6.54
Number of accumulation units outstanding at end of period		351,634
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period		$9.49
Value at end of period		$9.63
Number of accumulation units outstanding at end of period		30
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
Value at beginning of period		$10.12
Value at end of period		$10.62
Number of accumulation units outstanding at end of period		3,463
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period		$10.76
Value at end of period		$10.90
Number of accumulation units outstanding at end of period		3,104
FIDELITY^® VIP GROWTH PORTFOLIO
Value at beginning of period		$7.32
Value at end of period		$6.92
Number of accumulation units outstanding at end of period		1,744,603
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period		$5.63
Value at end of period		$5.65
Number of accumulation units outstanding at end of period		3,194
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period		$9.42
Value at end of period		$9.27
Number of accumulation units outstanding at end of period		5,632
ING VP BALANCED PORTFOLIO, INC.
Value at beginning of period		$10.24
Value at end of period		$10.44
Number of accumulation units outstanding at end of period		903,372
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
Value at beginning of period		$3.73
Value at end of period		$3.20
Number of accumulation units outstanding at end of period		390,176
ING VP GROWTH AND INCOME PORTFOLIO
Value at beginning of period		$7.04
Value at end of period		$6.89
Number of accumulation units outstanding at end of period		4,521
ING VP GROWTH PORTFOLIO
Value at beginning of period		$6.45
Value at end of period		$6.18
Number of accumulation units outstanding at end of period		289,930

I - 1

Condensed Financial Information (continued)


		2004
ING VP INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period		$8.03
Value at end of period		$8.07
Number of accumulation units outstanding at end of period		1,427,412
ING VP INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period		$14.31
Value at end of period		$14.82
Number of accumulation units outstanding at end of period		5,525
ING VP INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period		$13.85
Value at end of period		$14.83
Number of accumulation units outstanding at end of period		46
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period		$13.36
Value at end of period		$13.45
Number of accumulation units outstanding at end of period		13,588
ING VP INTERNATIONAL EQUITY PORTFOLIO
Value at beginning of period		$6.87
Value at end of period		$7.00
Number of accumulation units outstanding at end of period		23,682
ING VP INTERNATIONAL VALUE PORTFOLIO
Value at beginning of period		$10.55
Value at end of period		$10.61
Number of accumulation units outstanding at end of period		4,430
ING VP MONEY MARKET PORTFOLIO
Value at beginning of period		$10.96
Value at end of period		$10.95
Number of accumulation units outstanding at end of period		174,448
ING VP SMALL COMPANY PORTFOLIO
Value at beginning of period		$12.67
Value at end of period		$12.67
Number of accumulation units outstanding at end of period		516,989
ING VP VALUE OPPORTUNITY PORTFOLIO
Value at beginning of period		$9.08
Value at end of period		$9.23
Number of accumulation units outstanding at end of period		6,703
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period		$10.29
Value at end of period		$10.43
Number of accumulation units outstanding at end of period		2,588
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period		$13.09
Value at end of period		$13.30
Number of accumulation units outstanding at end of period		1,288
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period		$6.61
Value at end of period		$6.23
Number of accumulation units outstanding at end of period		4,784
JANUS ASPEN MID CAP GROWTH PORTFOLIO
Value at beginning of period		$5.04
Value at end of period		$5.25
Number of accumulation units outstanding at end of period		833,349
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period		$7.14
Value at end of period		$6.71
Number of accumulation units outstanding at end of period		272,085
LORD ABBETT SERIES FUND GROWTH AND INCOME PORTFOLIO
Value at beginning of period		$10.40
Value at end of period		$10.31
Number of accumulation units outstanding at end of period		21,577
OPPENHEIMER GLOBAL SECURITIES FUND/VA
Value at beginning of period		$12.02
Value at end of period		$12.23
Number of accumulation units outstanding at end of period		652,145
OPPENHEIMER STRATEGIC BOND FUND/VA
Value at beginning of period		$13.20
Value at end of period		$13.59
Number of accumulation units outstanding at end of period		169,246

I - 2

ING Insurance Company of America Variable Annuity Account I Retirement Master Supplement dated March 9, 2005 to the Statement of Additional Information dated May 1, 2004, as supplemented on August 4, 2004, August 18, 2004 and November 3, 2004
The information in this Supplement updates and amends certain information contained in the Statement of Additional Information (SAI). You should read this Supplement along with the current SAI.

1.	Effective March 30, 2005, the following new investment options will be available under your contract.
	ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class)
2.	Effective March 30, 2005, the following investment options are no longer available and all references to these investment options in the SAI are deleted: ING Oppenheimer Global Portfolio - Service Class Janus Aspen Balanced Portfolio - Institutional Shares Janus Aspen Flexible Income Portfolio - Institutional Shares Janus Aspen Growth Portfolio - Institutional Shares Janus Aspen Mid Cap Growth Portfolio - Institutional Shares Janus Aspen Worldwide Growth Portfolio - Institutional Shares Oppenheimer Global Securities Fund/VA Oppenheimer Strategic Bond Fund/VA
3.	The following unaudited financial statement information for the period ended September 30, 2004 is added to the Financial Statements of the Separate Account and to the Financial Statements of ING Insurance Company of America.

X.SAI87131-04

March 2005

Financial Statements (Unaudited)

ING Insurance Company of America

Variable Annuity Account I
Nine months ended September 30, 2004

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ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Financial Statements

Nine months ended September 30, 2004

(Unaudited)

Contents


Statements of Assets and Liabilities	1
Statements of Operations	14
Statements of Changes in Net Assets	27
Notes to Financial Statements	43

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ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		AIM V.I.	AIM V.I.		AIM V.I.	Alger
		Capital	Core	AIM V.I.	Premier	American
		Appreciation	Equity	Growth	Equity	Balanced
Assets
Investments in mutual funds
	at fair value	$ 14	$ 2,576	$ 1,632	$ 2,300	$ 405
Total assets		14	2,576	1,632	2,300	405
Net assets		$ 14	$ 2,576	$ 1,632	$ 2,300	$ 405

Net assets
Accumulation units		$ 14	$ 2,571	$ 1,632	$ 2,300	$ 405
Contracts in payout (annuitization)
	period	-	5	-	-	-
Total net assets		$ 14	$ 2,576	$ 1,632	$ 2,300	$ 405

Accumulation units outstanding:
	IICA I	-	-	-	-	21,221.456
	IICA II	-	-	-	-	-
	IICA III	1,891.449	339,116.219	331,135.794	351,633.835	-

Accumulation unit value:
	IICA I	$ -	$ -	$ -	$ -	$ 19.08
	IICA II	$ -	$ -	$ -	$ -	$ -
	IICA III	$ 7.40	$ 7.58	$ 4.93	$ 6.54	$ -

Total number of mutual fund shares		679	121,349	112,494	116,610	31,884
Cost of mutual fund shares		$ 14	$ 2,338	$ 1,762	$ 2,258	$ 405

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

		Alger	Alger
		American	American	American	American	Calvert
		Income &	Leveraged	Century® VP	Century® VP	Social
		Growth	AllCap	Balanced	International	Balanced
Assets
Investments in mutual funds
	at fair value	$ 1,348	$ 1,422	$ 122	$ 437	$ 427
Total assets		1,348	1,422	122	437	427
Net assets		$ 1,348	$ 1,422	$ 122	$ 437	$ 427

Net assets
Accumulation units		$ 1,348	$ 1,422	$ 122	$ 437	$ 427
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 1,348	$ 1,422	$ 122	$ 437	$ 427

Accumulation units outstanding:
	IICA I	69,471.904	78,358.452	7,780.539	30,945.998	27,649.749
	IICA II	-	-	-	-	9,779.937
	IICA III	-	-	-	-	30.339

Accumulation unit value:
	IICA I	$ 19.40	$ 18.15	$ 15.62	$ 14.13	$ 11.44
	IICA II	$ -	$ -	$ -	$ -	$ 11.31
	IICA III	$ -	$ -	$ -	$ -	$ 9.63

Total number of mutual fund shares		147,323	52,955	17,769	67,770	237,585
Cost of mutual fund shares		$ 1,470	$ 1,567	$ 112	$ 437	$ 399

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

					Federated
		Federated	Federated	Federated	Fund for US	Federated
		American	Capital	Equity	Government	High Income
		Leaders	Income	Income	Securities	Bond
Assets
Investments in mutual funds
	at fair value	$ 68,681	$ 6,846	$ 15,139	$ 3,857	$ 12,614
Total assets		68,681	6,846	15,139	3,857	12,614
Net assets		$ 68,681	$ 6,846	$ 15,139	$ 3,857	$ 12,614

Net assets
Accumulation units		$ 68,607	$ 6,812	$ 15,090	$ 3,857	$ 12,599
Contracts in payout (annuitization)
	period	74	34	49	-	15
Total net assets		$ 68,681	$ 6,846	$ 15,139	$ 3,857	$ 12,614

Accumulation units outstanding:
	IICA I	3,354,889.933	562,947.135	1,199,484.595	251,565.641	810,737.261
	IICA II	-	-	-	-	-
	IICA III	-	-	-	-	-

Accumulation unit value:
	IICA I	$ 20.45	$ 12.10	$ 12.58	$ 15.33	$ 15.54
	IICA II	$ -	$ -	$ -	$ -	$ -
	IICA III	$ -	$ -	$ -	$ -	$ -

Total number of mutual fund shares		3,618,594	821,831	1,234,850	335,418	1,596,680
Cost of mutual fund shares		$ 71,638	$ 9,570	$ 16,356	$ 3,908	$ 12,029

The accompanying notes are an integral part of these financial statements.

3

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

			Federated
		Federated	Mid Cap	Federated	Fidelity®	Fidelity®
		International	Growth	Prime	VIP Asset	VIP
		Equity	Strategies	Money	Manager^SM	Contrafund®
Assets
Investments in mutual funds
	at fair value	$ 9,749	$ 17,193	$ 2,827	$ 4,810	$ 26,354
Total assets		9,749	17,193	2,827	4,810	26,354
Net assets		$ 9,749	$ 17,193	$ 2,827	$ 4,810	$ 26,354

Net assets
Accumulation units		$ 9,726	$ 17,193	$ 2,827	$ 4,810	$ 26,354
Contracts in payout (annuitization)
	period	23	-	-	-	-
Total net assets		$ 9,749	$ 17,193	$ 2,827	$ 4,810	$ 26,354

Accumulation units outstanding:
	IICA I	691,260.013	894,976.652	230,923.295	228,927.619	1,009,024.647
	IICA II	-	-	-	100,535.681	285,890.647
	IICA III	-	-	-	-	3,462.949

Accumulation unit value:
	IICA I	$ 14.07	$ 19.21	$ 12.24	$ 15.99	$ 21.94
	IICA II	$ -	$ -	$ -	$ 11.43	$ 14.62
	IICA III	$ -	$ -	$ -	$ -	$ 10.62

Total number of mutual fund shares		832,503	915,518	2,827,049	342,091	1,080,960
Cost of mutual fund shares		$ 15,610	$ 20,278	$ 2,827	$ 4,698	$ 22,325

The accompanying notes are an integral part of these financial statements.

4

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		Fidelity®	Fidelity®	Fidelity®	Fidelity®	Fidelity® VIP
		VIP Equity-	VIP	VIP High	VIP	Investment
		Income	Growth	Income	Index 500	Grade Bond
Assets
Investments in mutual funds
	at fair value	$ 35,225	$ 27,292	$ 9,074	$ 22,113	$ 459
Total assets		35,225	27,292	9,074	22,113	459
Net assets		$ 35,225	$ 27,292	$ 9,074	$ 22,113	$ 459

Net assets
Accumulation units		$ 35,225	$ 27,292	$ 9,019	$ 22,113	$ 459
Contracts in payout (annuitization)
	period	-	-	55	-	-
Total net assets		$ 35,225	$ 27,292	$ 9,074	$ 22,113	$ 459

Accumulation units outstanding:
	IICA I	1,614,013.042	853,811.748	657,492.647	1,020,571.026	28,821.532
	IICA II	451,382.989	214,780.904	147,767.175	256,548.057	-
	IICA III	3,103.674	1,744,603.238	-	-	-

Accumulation unit value:
	IICA I	$ 18.40	$ 15.06	$ 11.75	$ 18.88	$ 15.92
	IICA II	$ 12.17	$ 10.99	$ 8.75	$ 11.09	$ -
	IICA III	$ 10.90	$ 6.92	$ -	$ -	$ -

Total number of mutual fund shares		1,516,995	924,854	1,356,344	175,220	35,031
Cost of mutual fund shares		$ 31,386	$ 26,545	$ 8,515	$ 19,824	$ 444

The accompanying notes are an integral part of these financial statements.

5

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		Fidelity®		ING VP	ING VP	ING VP
		VIP	ING VP	Emerging	Intermediate	Money
		Overseas	Balanced	Markets	Bond	Market
Assets
Investments in mutual funds
	at fair value	$ 2,898	$ 14,041	$ 147	$ 10,035	$ 18,027
Total assets		2,898	14,041	147	10,035	18,027
Net assets		$ 2,898	$ 14,041	$ 147	$ 10,035	$ 18,027

Net assets
Accumulation units		$ 2,898	$ 13,987	$ 147	$ 10,028	$ 18,024
Contracts in payout (annuitization)
	period	-	54	-	7	3
Total net assets		$ 2,898	$ 14,041	$ 147	$ 10,035	$ 18,027

Accumulation units outstanding:
	IICA I	175,229.459	198,818.279	14,726.060	513,185.017	901,558.811
	IICA II	55,550.116	79,447.650	-	133,862.752	416,394.027
	IICA III	-	903,372.251	-	13,588.466	174,448.591

Accumulation unit value:
	IICA I	$ 13.34	$ 17.93	$ 9.96	$ 15.55	$ 12.53
	IICA II	$ 10.08	$ 12.47	$ -	$ 13.93	$ 11.57
	IICA III	$ -	$ 10.44	$ -	$ 13.45	$ 10.95

Total number of mutual fund shares		189,011	1,116,154	21,371	733,563	1,399,261
Cost of mutual fund shares		$ 2,579	$ 13,077	$ 123	$ 10,029	$ 17,979

The accompanying notes are an integral part of these financial statements.

6

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

					ING Salomon	ING
		ING VP	ING	ING MFS	Brothers	T. Rowe Price
		Natural	JPMorgan	Capital	Aggressive	Growth
		Resources	International	Opportunities	Growth	Equity
Assets
Investments in mutual funds
	at fair value	$ 380	$ 2,266	$ 2,762	$ 9,266	$ 17,356
Total assets		380	2,266	2,762	9,266	17,356
Net assets		$ 380	$ 2,266	$ 2,762	$ 9,266	$ 17,356

Net assets
Accumulation units		$ 380	$ 2,242	$ 2,732	$ 9,262	$ 17,230
Contracts in payout (annuitization)
	period	-	24	30	4	126
Total net assets		$ 380	$ 2,266	$ 2,762	$ 9,266	$ 17,356

Accumulation units outstanding:
	IICA I	23,571.516	168,010.768	178,212.560	936,805.665	889,495.547
	IICA II	-	36,460.316	69,782.406	97,084.424	128,173.821
	IICA III	-	-	-	3,193.629	5,632.020

Accumulation unit value:
	IICA I	$ 16.10	$ 11.06	$ 11.16	$ 9.04	$ 17.54
	IICA II	$ -	$ 10.54	$ 10.65	$ 7.98	$ 12.30
	IICA III	$ -	$ -	$ -	$ 5.65	$ 9.27

Total number of mutual fund shares		22,238	209,836	113,476	251,512	386,802
Cost of mutual fund shares		$ 303	$ 2,080	$ 2,526	$ 7,697	$ 16,778

The accompanying notes are an integral part of these financial statements.

7

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

			ING VP	ING VP	ING VP
		ING UBS	Strategic	Strategic	Strategic	ING VP
		U.S. Large	Allocation	Allocation	Allocation	Growth and
		Cap Equity	Balanced	Growth	Income	Income
Assets
Investments in mutual funds
	at fair value	$ 6,624	$ 1,621	$ 1,597	$ 1,661	$ 9,961
Total assets		6,624	1,621	1,597	1,661	9,961
Net assets		$ 6,624	$ 1,621	$ 1,597	$ 1,661	$ 9,961

Net assets
Accumulation units		$ 6,624	$ 1,621	$ 1,597	$ 1,658	$ 9,905
Contracts in payout (annuitization)
	period	-	-	-	3	56
Total net assets		$ 6,624	$ 1,621	$ 1,597	$ 1,661	$ 9,961

Accumulation units outstanding:
	IICA I	660,555.047	97,690.003	97,798.216	89,937.991	533,575.962
	IICA II	71,522.359	10,206.550	6,428.766	21,383.801	323,410.206
	IICA III	-	-	-	-	4,521.499

Accumulation unit value:
	IICA I	$ 8.96	$ 15.45	$ 15.65	$ 15.62	$ 13.54
	IICA II	$ 9.87	$ 10.91	$ 10.31	$ 11.83	$ 8.19
	IICA III	$ -	$ -	$ -	$ -	$ 6.89

Total number of mutual fund shares		854,772	125,145	118,544	133,746	557,398
Cost of mutual fund shares		$ 6,709	$ 1,533	$ 1,470	$ 1,555	$ 8,483

The accompanying notes are an integral part of these financial statements.

8

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

		ING VP
		Global		ING VP	ING VP	ING VP
		Science and	ING VP	Index Plus	Index Plus	Index Plus
		Technology	Growth	LargeCap	MidCap	SmallCap
Assets
Investments in mutual funds
	at fair value	$ 2,129	$ 2,946	$ 16,991	$ 82	$ 1
Total assets		2,129	2,946	16,991	82	1
Net assets		$ 2,129	$ 2,946	$ 16,991	$ 82	$ 1

Net assets
Accumulation units		$ 2,129	$ 2,863	$ 16,840	$ 82	$ 1
Contracts in payout (annuitization)
	period	-	83	151	-	-
Total net assets		$ 2,129	$ 2,946	$ 16,991	$ 82	$ 1

Accumulation units outstanding:
	IICA I	266,064.988	62,669.032	240,023.661	-	-
	IICA II	14,396.292	28,894.423	113,143.274	-	-
	IICA III	390,175.838	289,929.708	1,427,412.402	5,525.103	46.073

Accumulation unit value:
	IICA I	$ 3.14	$ 12.77	$ 16.81	$ -	$ -
	IICA II	$ 3.16	$ 9.36	$ 11.37	$ -	$ -
	IICA III	$ 3.20	$ 6.18	$ 8.07	$ 14.82	$ 14.83

Total number of mutual fund shares		637,522	342,184	1,252,132	5,039	47
Cost of mutual fund shares		$ 2,305	$ 2,914	$ 15,180	$ 70	$ 1

The accompanying notes are an integral part of these financial statements.

9

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		ING VP	ING VP	ING VP	ING VP	Janus Aspen
		International	International	Small	Value	Series
		Equity	Value	Company	Opportunity	Balanced
Assets
Investments in mutual funds
	at fair value	$ 770	$ 47	$ 14,416	$ 3,632	$ 11,720
Total assets		770	47	14,416	3,632	11,720
Net assets		$ 770	$ 47	$ 14,416	$ 3,632	$ 11,720

Net assets
Accumulation units		$ 770	$ 47	$ 14,056	$ 3,632	$ 11,720
Contracts in payout (annuitization)
	period	-	-	360	-	-
Total net assets		$ 770	$ 47	$ 14,416	$ 3,632	$ 11,720

Accumulation units outstanding:
	IICA I	63,660.364	-	313,506.840	169,544.914	403,722.707
	IICA II	9,843.339	-	102,562.907	62,280.708	165,005.238
	IICA III	23,681.970	4,429.759	516,988.901	6,702.892	2,587.689

Accumulation unit value:
	IICA I	$ 8.21	$ -	$ 19.37	$ 16.58	$ 22.76
	IICA II	$ 8.29	$ -	$ 13.97	$ 12.18	$ 15.18
	IICA III	$ 7.00	$ 10.61	$ 12.67	$ 9.23	$ 10.43

Total number of mutual fund shares		100,519	4,152	820,467	296,218	503,668
Cost of mutual fund shares		$ 769	$ 46	$ 12,765	$ 3,683	$ 11,220

The accompanying notes are an integral part of these financial statements.

10

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)

		Janus Aspen		Janus Aspen	Janus Aspen
		Series	Janus Aspen	Series	Series	Lord Abbett
		Flexible	Series	MidCap	Worldwide	Growth and
		Income	Growth	Growth	Growth	Income
Assets
Investments in mutual funds
	at fair value	$ 4,124	$ 7,107	$ 9,962	$ 21,305	$ 222
Total assets		4,124	7,107	9,962	21,305	222
Net assets		$ 4,124	$ 7,107	$ 9,962	$ 21,305	$ 222

Net assets
Accumulation units		$ 4,124	$ 7,032	$ 9,962	$ 21,225	$ 222
Contracts in payout (annuitization)
	period	-	75	-	80	-
Total net assets		$ 4,124	$ 7,107	$ 9,962	$ 21,305	$ 222

Accumulation units outstanding:
	IICA I	189,446.412	387,044.210	331,377.133	968,229.819	-
	IICA II	61,905.883	100,235.472	63,772.086	205,690.600	-
	IICA III	1,288.440	4,783.893	833,349.118	272,084.773	21,577.192

Accumulation unit value:
	IICA I	$ 17.14	$ 15.47	$ 14.65	$ 17.81	$ -
	IICA II	$ 13.88	$ 10.12	$ 11.49	$ 10.48	$ -
	IICA III	$ 13.30	$ 6.23	$ 5.25	$ 6.71	$ 10.31

Total number of mutual fund shares		331,754	389,184	444,131	874,964	8,930
Cost of mutual fund shares		$ 4,131	$ 6,334	$ 8,011	$ 20,576	$ 220

The accompanying notes are an integral part of these financial statements.

11

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		MFS®	MFS®	Oppenheimer	Oppenheimer	Oppenheimer
		Strategic	Total	Aggressive	Global	Main
		Income	Return	Growth	Securities	Street
Assets
Investments in mutual funds
	at fair value	$ 1,074	$ 17,221	$ 3,825	$ 16,911	$ 7,709
Total assets		1,074	17,221	3,825	16,911	7,709
Net assets		$ 1,074	$ 17,221	$ 3,825	$ 16,911	$ 7,709

Net assets
Accumulation units		$ 1,074	$ 17,221	$ 3,825	$ 16,911	$ 7,636
Contracts in payout (annuitization)
	period	-	-	-	-	73
Total net assets		$ 1,074	$ 17,221	$ 3,825	$ 16,911	$ 7,709

Accumulation units outstanding:
	IICA I	65,209.143	758,770.602	218,363.234	372,596.004	441,588.009
	IICA II	15,415.494	238,214.242	80,345.145	86,693.438	214,771.569
	IICA III	-	-	-	652,145.387	-

Accumulation unit value:
	IICA I	$ 13.38	$ 18.30	$ 13.49	$ 20.02	$ 12.57
	IICA II	$ 13.06	$ 14.00	$ 10.95	$ 17.03	$ 9.71
	IICA III	$ -	$ -	$ -	$ 12.23	$ -

Total number of mutual fund shares		98,672	860,206	97,849	666,293	402,571
Cost of mutual fund shares		$ 1,057	$ 16,078	$ 3,638	$ 14,778	$ 6,867

The accompanying notes are an integral part of these financial statements.

12

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Assets and Liabilities

September 30, 2004
(Dollars in thousands, except for unit data)
(Unaudited)


		Oppenheimer
		Strategic
		Bond
Assets
Investments in mutual funds
	at fair value	$ 8,832
Total assets		8,832
Net assets		$ 8,832

Net assets
Accumulation units		$ 8,697
Contracts in payout (annuitization)
	period	135
Total net assets		$ 8,832

Accumulation units outstanding:
	IICA I	351,315.159
	IICA II	91,990.697
	IICA III	169,246.325

Accumulation unit value:
	IICA I	$ 14.65
	IICA II	$ 13.59
	IICA III	$ 13.59

Total number of mutual fund shares		1,776,999
Cost of mutual fund shares		$ 8,276

The accompanying notes are an integral part of these financial statements.

13

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			AIM V.I.	AIM V.I.		AIM V.I.	Alger
			Capital	Core	AIM V.I.	Premier	American
			Appreciation	Equity	Growth	Equity	Balanced
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ -	$ -	$ 8
Total investment income			-	-	-	-	8
Expenses:
	Mortality and expense risk and
		other charges	-	19	13	18	5
Total expenses			-	19	13	18	5
Net investment income (loss)			-	(19)	(13)	(18)	3

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	(6)	(141)	(84)	5
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		-	(6)	(141)	(84)	5
Net unrealized appreciation
	(depreciation) of investments		(1)	39	105	17	(22)
Net increase (decrease) in net assets
	resulting from operations		$ (1)	$ 14	$ (49)	$ (85)	$ (14)

The accompanying notes are an integral part of these financial statements.

14

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			Alger	Alger
			American	American	American	American	Calvert
			Income &	Leveraged	Century® VP	Century® VP	Social
			Growth	AllCap	Balanced	International	Balanced
Net investment income (loss)
Income:
	Dividends		$ 8	$ -	$ 3	$ 3	$ -
Total investment income			8	-	3	3	-
Expenses:
	Mortality and expense risk and
		other charges	16	17	2	5	4
Total expenses			16	17	2	5	4
Net investment income (loss)			(8)	(17)	1	(2)	(4)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(22)	(10)	3	-	6
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(22)	(10)	3	-	6
Net unrealized appreciation
	(depreciation) of investments		(7)	(56)	(1)	2	6
Net increase (decrease) in net assets
	resulting from operations		$ (37)	$ (83)	$ 3	$ -	$ 8

The accompanying notes are an integral part of these financial statements.

15

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

						Federated
			Federated	Federated	Federated	Fund for US	Federated
			American	Capital	Equity	Government	High Income
			Leaders	Income	Income	Securities	Bond
Net investment income (loss)
Income:
	Dividends		$ 1,102	$ 340	$ 319	$ 210	$ 965
Total investment income			1,102	340	319	210	965
Expenses:
	Mortality and expense risk and
		other charges	804	78	171	48	140
Total expenses			804	78	171	48	140
Net investment income (loss)			298	262	148	162	825

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			743	(1,144)	(240)	42	(454)
Capital gains distributions			-	-	-	25	-
Total realized gain (loss) on investments
	and capital gains distributions		743	(1,144)	(240)	67	(454)
Net unrealized appreciation
	(depreciation) of investments		(1,173)	1,035	432	(159)	310
Net increase (decrease) in net assets
	resulting from operations		$ (132)	$ 153	$ 340	$ 70	$ 681

The accompanying notes are an integral part of these financial statements.

16

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

				Federated
			Federated	Mid Cap	Federated	Fidelity®	Fidelity®
			International	Growth	Prime	VIP Asset	VIP
			Equity	Strategies	Money	Manager^SM	Contrafund®
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ 15	$ 170	$ 91
Total investment income			-	-	15	170	91
Expenses:
	Mortality and expense risk and
		other charges	115	199	34	62	274
Total expenses			115	199	34	62	274
Net investment income (loss)			(115)	(199)	(19)	108	(183)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(742)	235	-	58	592
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(742)	235	-	58	592
Net unrealized appreciation
	(depreciation) of investments		862	350	-	(238)	785
Net increase (decrease) in net assets
	resulting from operations		$ 5	$ 386	$ (19)	$ (72)	$ 1,194

The accompanying notes are an integral part of these financial statements.

17

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			Fidelity®	Fidelity®	Fidelity®	Fidelity®	Fidelity® VIP
			VIP Equity-	VIP	VIP High	VIP	Investment
			Income	Growth	Income	Index 500	Grade Bond
Net investment income (loss)
Income:
	Dividends		$ 601	$ 78	$ 963	$ 342	$ 26
Total investment income			601	78	963	342	26
Expenses:
	Mortality and expense risk and
		other charges	386	268	106	258	6
Total expenses			386	268	106	258	6
Net investment income (loss)			215	(190)	857	84	20

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			193	(316)	582	(37)	5
Capital gains distributions			144	-	-	-	19
Total realized gain (loss) on investments
	and capital gains distributions		337	(316)	582	(37)	24
Net unrealized appreciation
	(depreciation) of investments		(168)	(1,211)	(1,087)	(4)	(33)
Net increase (decrease) in net assets
	resulting from operations		$ 384	$ (1,717)	$ 352	$ 43	$ 11

The accompanying notes are an integral part of these financial statements.

18

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			Fidelity®		ING VP	ING VP	ING VP
			VIP	ING VP	Emerging	Intermediate	Money
			Overseas	Balanced	Markets	Bond	Market
Net investment income (loss)
Income:
	Dividends		$ 36	$ 277	$ -	$ 456	$ 184
Total investment income			36	277	-	456	184
Expenses:
	Mortality and expense risk and
		other charges	32	116	2	107	193
Total expenses			32	116	2	107	193
Net investment income (loss)			4	161	(2)	349	(9)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			66	89	5	110	(52)
Capital gains distributions			-	-	-	266	-
Total realized gain (loss) on investments
	and capital gains distributions		66	89	5	376	(52)
Net unrealized appreciation
	(depreciation) of investments		(125)	(8)	(1)	(469)	(10)
Net increase (decrease) in net assets
	resulting from operations		$ (55)	$ 242	$ 2	$ 256	$ (71)

The accompanying notes are an integral part of these financial statements.

19

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

						ING Salomon	ING
			ING VP	ING	ING MFS	Brothers	T. Rowe Price
			Natural	JPMorgan	Capital	Aggressive	Growth
			Resources	International	Opportunities	Growth	Equity
Net investment income (loss)
Income:
	Dividends		$ 4	$ 25	$ 13	$ -	$ 29
Total investment income			4	25	13	-	29
Expenses:
	Mortality and expense risk and
		other charges	4	22	31	112	199
Total expenses			4	22	31	112	199
Net investment income (loss)			-	3	(18)	(112)	(170)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			9	45	93	(34)	91
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		9	45	93	(34)	91
Net unrealized appreciation
	(depreciation) of investments		17	-	(72)	181	(305)
Net increase (decrease) in net assets
	resulting from operations		$ 26	$ 48	$ 3	$ 35	$ (384)

The accompanying notes are an integral part of these financial statements.

20

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

				ING VP	ING VP	ING VP
			ING UBS	Strategic	Strategic	Strategic	ING VP
			U.S. Large	Allocation	Allocation	Allocation	Growth and
			Cap Equity	Balanced	Growth	Income	Income
Net investment income (loss)
Income:
	Dividends		$ 51	$ 19	$ 12	$ 30	$ 101
Total investment income			51	19	12	30	101
Expenses:
	Mortality and expense risk and
		other charges	71	14	13	17	112
Total expenses			71	14	13	17	112
Net investment income (loss)			(20)	5	(1)	13	(11)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(58)	15	51	4	242
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(58)	15	51	4	242
Net unrealized appreciation
	(depreciation) of investments		264	(4)	(27)	13	(472)
Net increase (decrease) in net assets
	resulting from operations		$ 186	$ 16	$ 23	$ 30	$ (241)

The accompanying notes are an integral part of these financial statements.

21

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING VP
			Global		ING VP	ING VP	ING VP
			Science and	ING VP	Index Plus	Index Plus	Index Plus
			Technology	Growth	LargeCap	MidCap	SmallCap
Net investment income (loss)
Income:
	Dividends		$ -	$ 4	$ 173	$ -	$ -
Total investment income			-	4	173	-	-
Expenses:
	Mortality and expense risk and
		other charges	20	26	139	1	-
Total expenses			20	26	139	1	-
Net investment income (loss)			(20)	(22)	34	(1)	-

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			293	(39)	1	1	8
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		293	(39)	1	1	8
Net unrealized appreciation
	(depreciation) of investments		(614)	(85)	18	2	(5)
Net increase (decrease) in net assets
	resulting from operations		$ (341)	$ (146)	$ 53	$ 2	$ 3

The accompanying notes are an integral part of these financial statements.

22

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING VP	ING VP	ING VP	ING VP	Janus Aspen
			International	International	Small	Value	Series
			Equity	Value	Company	Opportunity	Balanced
Net investment income (loss)
Income:
	Dividends		$ 9	$ -	$ 42	$ 33	$ 98
Total investment income			9	-	42	33	98
Expenses:
	Mortality and expense risk and
		other charges	7	-	137	37	133
Total expenses			7	-	137	37	133
Net investment income (loss)			2	-	(95)	(4)	(35)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			52	-	521	(36)	43
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		52	-	521	(36)	43
Net unrealized appreciation
	(depreciation) of investments		(60)	1	(487)	67	125
Net increase (decrease) in net assets
	resulting from operations		$ (6)	$ 1	$ (61)	$ 27	$ 133

The accompanying notes are an integral part of these financial statements.

23

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			Janus Aspen		Janus Aspen	Janus Aspen
			Series	Janus Aspen	Series	Series	Lord Abbett
			Flexible	Series	MidCap	Worldwide	Growth and
			Income	Growth	Growth	Growth	Income
Net investment income (loss)
Income:
	Dividends		$ 107	$ 2	$ -	$ 115	$ -
Total investment income			107	2	-	115	-
Expenses:
	Mortality and expense risk and
		other charges	48	86	94	254	-
Total expenses			48	86	94	254	-
Net investment income (loss)			59	(84)	(94)	(139)	-

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			71	(74)	695	(503)	-
Capital gains distributions			32	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		103	(74)	695	(503)	-
Net unrealized appreciation
	(depreciation) of investments		(88)	(346)	(224)	(808)	2
Net increase (decrease) in net assets
	resulting from operations		$ 74	$ (504)	$ 377	$ (1,450)	$ 2

The accompanying notes are an integral part of these financial statements.

24

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			MFS®	MFS®	Oppenheimer	Oppenheimer	Oppenheimer
			Strategic	Total	Aggressive	Global	Main
			Income	Return	Growth	Securities	Street
Net investment income (loss)
Income:
	Dividends		$ 59	$ 288	$ -	$ 193	$ 66
Total investment income			59	288	-	193	66
Expenses:
	Mortality and expense risk and
		other charges	12	181	45	141	81
Total expenses			12	181	45	141	81
Net investment income (loss)			47	107	(45)	52	(15)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			19	113	407	158	1
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		19	113	407	158	1
Net unrealized appreciation
	(depreciation) of investments		(33)	300	(156)	4	(27)
Net increase (decrease) in net assets
	resulting from operations		$ 33	$ 520	$ 206	$ 214	$ (41)

The accompanying notes are an integral part of these financial statements.

25

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			Oppenheimer
			Strategic
			Bond
Net investment income (loss)
Income:
	Dividends		$ 415
Total investment income			415
Expenses:
	Mortality and expense risk and
		other charges	80
Total expenses			80
Net investment income (loss)			335

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			142
Capital gains distributions			-
Total realized gain (loss) on investments
	and capital gains distributions		142
Net unrealized appreciation
	(depreciation) of investments		(257)
Net increase (decrease) in net assets
	resulting from operations		$ 220

The accompanying notes are an integral part of these financial statements.

26

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			AIM V.I.	AIM V.I.		AIM V.I.
			Capital	Core	AIM V.I.	Premier
			Appreciation	Equity	Growth	Equity
Net assets at January 1, 2003			$ 6	$ 1,625	$ 1,170	$ 1,374

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(14)	(10)	(13)
	Net realized gain (loss) on investments
		and capital gains distributions	-	(16)	(31)	(8)
	Net unrealized appreciation (depreciation) of investments		1	241	258	225
Net increase (decrease) in net assets from operations			1	211	217	204
Changes from principal transactions:
	Total unit transactions		3	319	154	437
Increase (decrease) in net assets derived from
	principal transactions		3	319	154	437
Total increase (decrease)			4	530	371	641
Net assets at September 30, 2003			$ 10	$ 2,155	$ 1,541	$ 2,015


Net assets at January 1, 2004			$ 12	$ 2,525	$ 1,735	$ 2,269

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(19)	(13)	(18)
	Net realized gain (loss) on investments
		and capital gains distributions	-	(6)	(141)	(84)
	Net unrealized appreciation (depreciation) of investments		(1)	39	105	17
Net increase (decrease) in net assets from operations			(1)	14	(49)	(85)
Changes from principal transactions:
	Total unit transactions		3	37	(54)	116
Increase (decrease) in net assets derived from
	principal transactions		3	37	(54)	116
Total increase (decrease)			2	51	(103)	31
Net assets at September 30, 2004			$ 14	$ 2,576	$ 1,632	$ 2,300

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				Alger	Alger
			Alger	American	American	American
			American	Income &	Leveraged	Century® VP
			Balanced	Growth	AllCap	Balanced
Net assets at January 1, 2003			$ 750	$ 1,479	$ 1,456	$ 277

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		8	(11)	(16)	4
	Net realized gain (loss) on investments
		and capital gains distributions	(12)	(51)	(62)	(6)
	Net unrealized appreciation (depreciation) of investments		80	268	364	25
Net increase (decrease) in net assets from operations			76	206	286	23
Changes from principal transactions:
	Total unit transactions		(226)	(164)	(165)	(99)
Increase (decrease) in net assets derived from
	principal transactions		(226)	(164)	(165)	(99)
Total increase (decrease)			(150)	42	121	(76)
Net assets at September 30, 2003			$ 600	$ 1,521	$ 1,577	$ 201


Net assets at January 1, 2004			$ 630	$ 1,668	$ 1,660	$ 177

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		3	(8)	(17)	1
	Net realized gain (loss) on investments
		and capital gains distributions	5	(22)	(10)	3
	Net unrealized appreciation (depreciation) of investments		(22)	(7)	(56)	(1)
Net increase (decrease) in net assets from operations			(14)	(37)	(83)	3
Changes from principal transactions:
	Total unit transactions		(211)	(283)	(155)	(58)
Increase (decrease) in net assets derived from
	principal transactions		(211)	(283)	(155)	(58)
Total increase (decrease)			(225)	(320)	(238)	(55)
Net assets at September 30, 2004			$ 405	$ 1,348	$ 1,422	$ 122

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			American	Calvert	Federated	Federated
			Century® VP	Social	American	Capital
			International	Balanced	Leaders	Income
Net assets at January 1, 2003			$ 477	$ 182	$ 78,300	$ 8,714

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(1)	(2)	420	465
	Net realized gain (loss) on investments
		and capital gains distributions	(11)	(5)	(347)	(1,070)
	Net unrealized appreciation (depreciation) of investments		50	30	7,083	1,292
Net increase (decrease) in net assets from operations			38	23	7,156	687
Changes from principal transactions:
	Total unit transactions		(41)	103	(9,693)	(1,354)
Increase (decrease) in net assets derived from
	principal transactions		(41)	103	(9,693)	(1,354)
Total increase (decrease)			(3)	126	(2,537)	(667)
Net assets at September 30, 2003			$ 474	$ 308	$ 75,763	$ 8,047


Net assets at January 1, 2004			$ 532	$ 424	$ 81,925	$ 8,126

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(2)	(4)	298	262
	Net realized gain (loss) on investments
		and capital gains distributions	-	6	743	(1,144)
	Net unrealized appreciation (depreciation) of investments		2	6	(1,173)	1,035
Net increase (decrease) in net assets from operations			-	8	(132)	153
Changes from principal transactions:
	Total unit transactions		(95)	(5)	(13,112)	(1,433)
Increase (decrease) in net assets derived from
	principal transactions		(95)	(5)	(13,112)	(1,433)
Total increase (decrease)			(95)	3	(13,244)	(1,280)
Net assets at September 30, 2004			$ 437	$ 427	$ 68,681	$ 6,846

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				Federated	Federated
			Federated	Fund for US	High	Federated
			Equity	Government	Income	International
			Income	Securities	Bond	Equity
Net assets at January 1, 2003			$ 15,168	$ 7,622	$ 14,413	$ 11,589

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		144	192	963	(112)
	Net realized gain (loss) on investments
		and capital gains distributions	(663)	204	(965)	(924)
	Net unrealized appreciation (depreciation) of investments		2,089	(335)	2,048	2,465
Net increase (decrease) in net assets from operations			1,570	61	2,046	1,429
Changes from principal transactions:
	Total unit transactions		(1,034)	(1,904)	(1,541)	(2,128)
Increase (decrease) in net assets derived from
	principal transactions		(1,034)	(1,904)	(1,541)	(2,128)
Total increase (decrease)			536	(1,843)	505	(699)
Net assets at September 30, 2003			$ 15,704	$ 5,779	$ 14,918	$ 10,890


Net assets at January 1, 2004			$ 17,322	$ 5,051	$ 14,508	$ 11,757

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		148	162	825	(115)
	Net realized gain (loss) on investments
		and capital gains distributions	(240)	67	(454)	(742)
	Net unrealized appreciation (depreciation) of investments		432	(159)	310	862
Net increase (decrease) in net assets from operations			340	70	681	5
Changes from principal transactions:
	Total unit transactions		(2,523)	(1,264)	(2,575)	(2,013)
Increase (decrease) in net assets derived from
	principal transactions		(2,523)	(1,264)	(2,575)	(2,013)
Total increase (decrease)			(2,183)	(1,194)	(1,894)	(2,008)
Net assets at September 30, 2004			$ 15,139	$ 3,857	$ 12,614	$ 9,749

The accompanying notes are an integral part of these financial statements.

30

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			Federated
			Mid Cap	Federated	Fidelity®	Fidelity®
			Growth	Prime	VIP Asset	VIP
			Strategies	Money	Manager^SM	Contrafund®
Net assets at January 1, 2003			$ 17,585	$ 5,731	$ 5,092	$ 22,088

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(187)	(25)	134	(124)
	Net realized gain (loss) on investments
		and capital gains distributions	(560)	-	(104)	(690)
	Net unrealized appreciation (depreciation) of investments		4,365	-	398	3,691
Net increase (decrease) in net assets from operations			3,618	(25)	428	2,877
Changes from principal transactions:
	Total unit transactions		(2,362)	(1,568)	(219)	(1,029)
Increase (decrease) in net assets derived from
	principal transactions		(2,362)	(1,568)	(219)	(1,029)
Total increase (decrease)			1,256	(1,593)	209	1,848
Net assets at September 30, 2003			$ 18,841	$ 4,138	$ 5,301	$ 23,936


Net assets at January 1, 2004			$ 20,317	$ 3,768	$ 5,491	$ 26,252

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(199)	(19)	108	(183)
	Net realized gain (loss) on investments
		and capital gains distributions	235	-	58	592
	Net unrealized appreciation (depreciation) of investments		350	-	(238)	785
Net increase (decrease) in net assets from operations			386	(19)	(72)	1,194
Changes from principal transactions:
	Total unit transactions		(3,510)	(922)	(609)	(1,092)
Increase (decrease) in net assets derived from
	principal transactions		(3,510)	(922)	(609)	(1,092)
Total increase (decrease)			(3,124)	(941)	(681)	102
Net assets at September 30, 2004			$ 17,193	$ 2,827	$ 4,810	$ 26,354

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Fidelity®	Fidelity®	Fidelity®	Fidelity®
			VIP Equity-	VIP	VIP High	VIP
			Income	Growth	Income	Index 500
Net assets at January 1, 2003			$ 32,897	$ 22,175	$ 6,897	$ 20,521

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		270	(156)	492	97
	Net realized gain (loss) on investments
		and capital gains distributions	(2,019)	(1,633)	118	(1,208)
	Net unrealized appreciation (depreciation) of investments		5,585	5,686	956	3,625
Net increase (decrease) in net assets from operations			3,836	3,897	1,566	2,514
Changes from principal transactions:
	Total unit transactions		(2,282)	(173)	3,461	(353)
Increase (decrease) in net assets derived from
	principal transactions		(2,282)	(173)	3,461	(353)
Total increase (decrease)			1,554	3,724	5,027	2,161
Net assets at September 30, 2003			$ 34,451	$ 25,899	$ 11,924	$ 22,682


Net assets at January 1, 2004			$ 38,898	$ 29,686	$ 12,642	$ 25,584

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		215	(190)	857	84
	Net realized gain (loss) on investments
		and capital gains distributions	337	(316)	582	(37)
	Net unrealized appreciation (depreciation) of investments		(168)	(1,211)	(1,087)	(4)
Net increase (decrease) in net assets from operations			384	(1,717)	352	43
Changes from principal transactions:
	Total unit transactions		(4,057)	(677)	(3,920)	(3,514)
Increase (decrease) in net assets derived from
	principal transactions		(4,057)	(677)	(3,920)	(3,514)
Total increase (decrease)			(3,673)	(2,394)	(3,568)	(3,471)
Net assets at September 30, 2004			$ 35,225	$ 27,292	$ 9,074	$ 22,113

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Fidelity® VIP	Fidelity®		ING VP
			Investment	VIP	ING VP	Emerging
			Grade Bond	Overseas	Balanced	Markets
Net assets at January 1, 2003			$ 686	$ 2,309	$ 10,006	$ 164

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		19	(2)	132	(2)
	Net realized gain (loss) on investments
		and capital gains distributions	14	(157)	(140)	(6)
	Net unrealized appreciation (depreciation) of investments		(12)	576	986	47
Net increase (decrease) in net assets from operations			21	417	978	39
Changes from principal transactions:
	Total unit transactions		(66)	(248)	743	(30)
Increase (decrease) in net assets derived from
	principal transactions		(66)	(248)	743	(30)
Total increase (decrease)			(45)	169	1,721	9
Net assets at September 30, 2003			$ 641	$ 2,478	$ 11,727	$ 173


Net assets at January 1, 2004			$ 636	$ 3,114	$ 13,216	$ 190

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		20	4	161	(2)
	Net realized gain (loss) on investments
		and capital gains distributions	24	66	89	5
	Net unrealized appreciation (depreciation) of investments		(33)	(125)	(8)	(1)
Net increase (decrease) in net assets from operations			11	(55)	242	2
Changes from principal transactions:
	Total unit transactions		(188)	(161)	583	(45)
Increase (decrease) in net assets derived from
	principal transactions		(188)	(161)	583	(45)
Total increase (decrease)			(177)	(216)	825	(43)
Net assets at September 30, 2004			$ 459	$ 2,898	$ 14,041	$ 147

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING VP	ING VP	ING VP	ING
			Intermediate	Money	Natural	JPMorgan
			Bond	Market	Resources	International
Net assets at January 1, 2003			$ 15,106	$ 35,752	$ 383	$ 1,470

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		90	267	(4)	1
	Net realized gain (loss) on investments
		and capital gains distributions	281	(325)	(6)	(72)
	Net unrealized appreciation (depreciation) of investments		216	(48)	41	226
Net increase (decrease) in net assets from operations			587	(106)	31	155
Changes from principal transactions:
	Total unit transactions		(2,495)	(10,181)	(53)	(223)
Increase (decrease) in net assets derived from
	principal transactions		(2,495)	(10,181)	(53)	(223)
Total increase (decrease)			(1,908)	(10,287)	(22)	(68)
Net assets at September 30, 2003			$ 13,198	$ 25,465	$ 361	$ 1,402


Net assets at January 1, 2004			$ 11,032	$ 19,909	$ 423	$ 1,701

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		349	(9)	-	3
	Net realized gain (loss) on investments
		and capital gains distributions	376	(52)	9	45
	Net unrealized appreciation (depreciation) of investments		(469)	(10)	17	-
Net increase (decrease) in net assets from operations			256	(71)	26	48
Changes from principal transactions:
	Total unit transactions		(1,253)	(1,811)	(69)	517
Increase (decrease) in net assets derived from
	principal transactions		(1,253)	(1,811)	(69)	517
Total increase (decrease)			(997)	(1,882)	(43)	565
Net assets at September 30, 2004			$ 10,035	$ 18,027	$ 380	$ 2,266

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				ING Salomon	ING
			ING MFS	Brothers	T. Rowe Price	ING UBS
			Capital	Aggressive	Growth	U.S. Large
			Opportunities	Growth	Equity	Cap Equity
Net assets at January 1, 2003			$ 3,984	$ 9,494	$ 16,326	$ 7,353

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(30)	(108)	(147)	(30)
	Net realized gain (loss) on investments
		and capital gains distributions	(925)	(1,134)	(503)	(446)
	Net unrealized appreciation (depreciation) of investments		1,426	3,383	3,068	1,199
Net increase (decrease) in net assets from operations			471	2,141	2,418	723
Changes from principal transactions:
	Total unit transactions		(1,126)	(524)	(1,185)	(1,221)
Increase (decrease) in net assets derived from
	principal transactions		(1,126)	(524)	(1,185)	(1,221)
Total increase (decrease)			(655)	1,617	1,233	(498)
Net assets at September 30, 2003			$ 3,329	$ 11,111	$ 17,559	$ 6,855


Net assets at January 1, 2004			$ 3,225	$ 11,703	$ 19,372	$ 7,314

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(18)	(112)	(170)	(20)
	Net realized gain (loss) on investments
		and capital gains distributions	93	(34)	91	(58)
	Net unrealized appreciation (depreciation) of investments		(72)	181	(305)	264
Net increase (decrease) in net assets from operations			3	35	(384)	186
Changes from principal transactions:
	Total unit transactions		(466)	(2,472)	(1,632)	(876)
Increase (decrease) in net assets derived from
	principal transactions		(466)	(2,472)	(1,632)	(876)
Total increase (decrease)			(463)	(2,437)	(2,016)	(690)
Net assets at September 30, 2004			$ 2,762	$ 9,266	$ 17,356	$ 6,624

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			ING VP	ING VP	ING VP
			Strategic	Strategic	Strategic	ING VP
			Allocation	Allocation	Allocation	Growth and
			Balanced	Growth	Income	Income
Net assets at January 1, 2003			$ 554	$ 710	$ 1,561	$ 10,865

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		3	-	21	(108)
	Net realized gain (loss) on investments
		and capital gains distributions	(36)	(66)	(34)	(1,270)
	Net unrealized appreciation (depreciation) of investments		85	183	118	2,430
Net increase (decrease) in net assets from operations			52	117	105	1,052
Changes from principal transactions:
	Total unit transactions		349	276	(99)	(1,530)
Increase (decrease) in net assets derived from
	principal transactions		349	276	(99)	(1,530)
Total increase (decrease)			401	393	6	(478)
Net assets at September 30, 2003			$ 955	$ 1,103	$ 1,567	$ 10,387


Net assets at January 1, 2004			$ 1,035	$ 1,094	$ 1,648	$ 11,684

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		5	(1)	13	(11)
	Net realized gain (loss) on investments
		and capital gains distributions	15	51	4	242
	Net unrealized appreciation (depreciation) of investments		(4)	(27)	13	(472)
Net increase (decrease) in net assets from operations			16	23	30	(241)
Changes from principal transactions:
	Total unit transactions		570	480	(17)	(1,482)
Increase (decrease) in net assets derived from
	principal transactions		570	480	(17)	(1,482)
Total increase (decrease)			586	503	13	(1,723)
Net assets at September 30, 2004			$ 1,621	$ 1,597	$ 1,661	$ 9,961

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			ING VP
			Global		ING VP	ING VP
			Science and	ING VP	Index Plus	Index Plus
			Technology	Growth	LargeCap	MidCap
Net assets at January 1, 2003			$ 756	$ 2,359	$ 10,983	$ 45

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(11)	(23)	34	-
	Net realized gain (loss) on investments
		and capital gains distributions	67	(147)	(577)	-
	Net unrealized appreciation (depreciation) of investments		248	582	1,937	7
Net increase (decrease) in net assets from operations			304	412	1,394	7
Changes from principal transactions:
	Total unit transactions		688	6	1,272	3
Increase (decrease) in net assets derived from
	principal transactions		688	6	1,272	3
Total increase (decrease)			992	418	2,666	10
Net assets at September 30, 2003			$ 1,748	$ 2,777	$ 13,649	$ 55


Net assets at January 1, 2004			$ 2,897	$ 3,073	$ 16,152	$ 63

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(20)	(22)	34	(1)
	Net realized gain (loss) on investments
		and capital gains distributions	293	(39)	1	1
	Net unrealized appreciation (depreciation) of investments		(614)	(85)	18	2
Net increase (decrease) in net assets from operations			(341)	(146)	53	2
Changes from principal transactions:
	Total unit transactions		(427)	19	786	17
Increase (decrease) in net assets derived from
	principal transactions		(427)	19	786	17
Total increase (decrease)			(768)	(127)	839	19
Net assets at September 30, 2004			$ 2,129	$ 2,946	$ 16,991	$ 82

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING VP	ING VP	ING VP	ING VP
			Index Plus	International	International	Small
			SmallCap	Equity	Value	Company
Net assets at January 1, 2003			$ 28	$ 281	$ -	$ 8,445

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	1	-	(66)
	Net realized gain (loss) on investments
		and capital gains distributions	-	(15)	-	(768)
	Net unrealized appreciation (depreciation) of investments		6	57	-	2,994
Net increase (decrease) in net assets from operations			6	43	-	2,160
Changes from principal transactions:
	Total unit transactions		(1)	47	-	1,844
Increase (decrease) in net assets derived from
	principal transactions		(1)	47	-	1,844
Total increase (decrease)			5	90	-	4,004
Net assets at September 30, 2003			$ 33	$ 371	$ -	$ 12,449


Net assets at January 1, 2004			$ 37	$ 492	$ -	$ 15,188

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	2	-	(95)
	Net realized gain (loss) on investments
		and capital gains distributions	8	52	-	521
	Net unrealized appreciation (depreciation) of investments		(5)	(60)	1	(487)
Net increase (decrease) in net assets from operations			3	(6)	1	(61)
Changes from principal transactions:
	Total unit transactions		(39)	284	46	(711)
Increase (decrease) in net assets derived from
	principal transactions		(39)	284	46	(711)
Total increase (decrease)			(36)	278	47	(772)
Net assets at September 30, 2004			$ 1	$ 770	$ 47	$ 14,416

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

					Janus Aspen
			ING VP	Janus Aspen	Series	Janus Aspen
			Value	Series	Flexible	Series
			Opportunity	Balanced	Income	Growth
Net assets at January 1, 2003			$ 3,282	$ 17,715	$ 10,027	$ 9,846

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(7)	31	103	(99)
	Net realized gain (loss) on investments
		and capital gains distributions	(260)	(329)	316	(931)
	Net unrealized appreciation (depreciation) of investments		561	1,228	(25)	2,374
Net increase (decrease) in net assets from operations			294	930	394	1,344
Changes from principal transactions:
	Total unit transactions		(764)	(3,365)	(3,639)	(1,888)
Increase (decrease) in net assets derived from
	principal transactions		(764)	(3,365)	(3,639)	(1,888)
Total increase (decrease)			(470)	(2,435)	(3,245)	(544)
Net assets at September 30, 2003			$ 2,812	$ 15,280	$ 6,782	$ 9,302


Net assets at January 1, 2004			$ 3,076	$ 14,592	$ 5,518	$ 9,545

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(4)	(35)	59	(84)
	Net realized gain (loss) on investments
		and capital gains distributions	(36)	43	103	(74)
	Net unrealized appreciation (depreciation) of investments		67	125	(88)	(346)
Net increase (decrease) in net assets from operations			27	133	74	(504)
Changes from principal transactions:
	Total unit transactions		529	(3,005)	(1,468)	(1,934)
Increase (decrease) in net assets derived from
	principal transactions		529	(3,005)	(1,468)	(1,934)
Total increase (decrease)			556	(2,872)	(1,394)	(2,438)
Net assets at September 30, 2004			$ 3,632	$ 11,720	$ 4,124	$ 7,107

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			Janus Aspen	Janus Aspen	Lord Abbett
			Series	Series	Series Fund -	MFS®
			MidCap	Worldwide	Growth and	Strategic
			Growth	Growth	Income	Income
Net assets at January 1, 2003			$ 8,360	$ 30,978	$ -	$ 1,134

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(80)	(54)	-	76
	Net realized gain (loss) on investments
		and capital gains distributions	303	(1,955)	-	35
	Net unrealized appreciation (depreciation) of investments		1,317	4,331	-	(21)
Net increase (decrease) in net assets from operations			1,540	2,322	-	90
Changes from principal transactions:
	Total unit transactions		(688)	(6,264)	-	365
Increase (decrease) in net assets derived from
	principal transactions		(688)	(6,264)	-	365
Total increase (decrease)			852	(3,942)	-	455
Net assets at September 30, 2003			$ 9,212	$ 27,036	$ -	$ 1,589


Net assets at January 1, 2004			$ 10,449	$ 28,342	$ -	$ 1,384

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(94)	(139)	-	47
	Net realized gain (loss) on investments
		and capital gains distributions	695	(503)	-	19
	Net unrealized appreciation (depreciation) of investments		(224)	(808)	2	(33)
Net increase (decrease) in net assets from operations			377	(1,450)	2	33
Changes from principal transactions:
	Total unit transactions		(864)	(5,587)	220	(343)
Increase (decrease) in net assets derived from
	principal transactions		(864)	(5,587)	220	(343)
Total increase (decrease)			(487)	(7,037)	222	(310)
Net assets at September 30, 2004			$ 9,962	$ 21,305	$ 222	$ 1,074

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			MFS®	Oppenheimer	Oppenheimer	Oppenheimer
			Total	Aggressive	Global	Main
			Return	Growth	Securities	Street
Net assets at January 1, 2003			$ 17,806	$ 2,987	$ 7,124	$ 6,276

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		137	(29)	(13)	(3)
	Net realized gain (loss) on investments
		and capital gains distributions	(319)	73	(191)	(518)
	Net unrealized appreciation (depreciation) of investments		1,507	332	1,931	1,260
Net increase (decrease) in net assets from operations			1,325	376	1,727	739
Changes from principal transactions:
	Total unit transactions		(1,360)	637	1,868	(163)
Increase (decrease) in net assets derived from
	principal transactions		(1,360)	637	1,868	(163)
Total increase (decrease)			(35)	1,013	3,595	576
Net assets at September 30, 2003			$ 17,771	$ 4,000	$ 10,719	$ 6,852


Net assets at January 1, 2004			$ 18,622	$ 4,366	$ 14,349	$ 7,918

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		107	(45)	52	(15)
	Net realized gain (loss) on investments
		and capital gains distributions	113	407	158	1
	Net unrealized appreciation (depreciation) of investments		300	(156)	4	(27)
Net increase (decrease) in net assets from operations			520	206	214	(41)
Changes from principal transactions:
	Total unit transactions		(1,921)	(747)	2,348	(168)
Increase (decrease) in net assets derived from
	principal transactions		(1,921)	(747)	2,348	(168)
Total increase (decrease)			(1,401)	(541)	2,562	(209)
Net assets at September 30, 2004			$ 17,221	$ 3,825	$ 16,911	$ 7,709

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Oppenheimer
			Strategic
			Bond
Net assets at January 1, 2003			$ 5,664

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		371
	Net realized gain (loss) on investments
		and capital gains distributions	85
	Net unrealized appreciation (depreciation) of investments		336
Net increase (decrease) in net assets from operations			792
Changes from principal transactions:
	Total unit transactions		1,649
Increase (decrease) in net assets derived from
	principal transactions		1,649
Total increase (decrease)			2,441
Net assets at September 30, 2003			$ 8,105


Net assets at January 1, 2004			$ 8,115

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		335
	Net realized gain (loss) on investments
		and capital gains distributions	142
	Net unrealized appreciation (depreciation) of investments		(257)
Net increase (decrease) in net assets from operations			220
Changes from principal transactions:
	Total unit transactions		497
Increase (decrease) in net assets derived from
	principal transactions		497
Total increase (decrease)			717
Net assets at September 30, 2004			$ 8,832

The accompanying notes are an integral part of these financial statements.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Organization

ING Insurance Company of America Variable Annuity Account I (the "Account") was established by ING Insurance Company of America ("IICA" or the "Company") to support the operations of variable annuity contracts ("Contracts"). The Company is an indirect subsidiary of ING America Insurance Holdings, Inc. ("ING AIH"), an insurance holding company domiciled in the State of Delaware. ING AIH is a wholly owned subsidiary of ING Groep N.V., a global financial services holding company based in The Netherlands.

The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. IICA provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the fixed separate account, which is not part of the Account, as directed by the Contractowners. The portion of the Account's assets applicable to Contracts will not be charged with liabilities arising out of any other business IICA may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of IICA. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of IICA.

Contracts are identified in the Statement of Assets and Liabilities by the qualifiers IICA I, IICA II, and IICA III. IICA I Contracts represent certain individual and group Contracts issued as non-qualified deferred annuity Contracts or Individual Retirement Annuity Contracts issued since June 28, 1995. IICA II Contracts represent certain individual and group Contracts issued as non-qualified deferred annuity Contracts or Individual Retirement Annuity Contracts issued since May 1, 1998. Contracts are no longer sold under qualifiers IICA I and IICA II. IICA III Contracts represent certain group Contracts issued as fund vehicles for Internal Revenue Code Section 403(b) and 401(e) plans issued since September 24, 2000.

At September 30, 2004, the Account had sixty-one active investment divisions (the "Divisions"), thirty-eight of which invest in independently managed mutual funds and twenty-three of which invest in mutual funds managed by an affiliate, either ING Investments, LLC or ING Life Insurance and Annuity Company. The assets in each Division are invested in shares of a designated fund ("Fund") of various investment trusts (the "Trusts"). Investment Divisions at September 30, 2004 and related Trusts are as follows:

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation Fund - Series I Shares

AIM V.I. Core Equity Fund - Series I Shares

AIM V.I. Growth Fund - Series I Shares

AIM V.I. Premier Equity Fund - Series I Shares

Alger American Funds:

Alger American Balanced Portfolio - Class O

Alger American Income & Growth Portfolio - Class O

Alger American Leveraged AllCap Portfolio - Class O

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

American Century® Investments:

American Century® VP Balanced Fund

American Century® VP International Fund

Calvert Social Balanced Portfolio

Federated Insurance Series:

Federated American Leaders Fund II

Federated Capital Income Fund II

Federated Equity Income Fund II

Federated Fund for US Government Securities II

Federated High Income Bond Fund II

Federated International Equity Fund II

Federated Mid Cap Growth Strategies Fund II

Federated Prime Money Fund II

Fidelity® Investments Variable Insurance

Products Funds:

Fidelity® VIP Asset Manager^SM Portfolio - Initial Class

Fidelity® VIP Contrafund® Portfolio - Initial Class

Fidelity® VIP Equity-Income Portfolio - Initial Class

Fidelity® VIP Growth Portfolio - Initial Class

Fidelity® VIP High Income Portfolio - Initial Class

Fidelity® VIP Index 500 Portfolio - Initial Class

Fidelity® VIP Investment Grade Bond Portfolio - Initial Class

Fidelity® VIP Overseas Portfolio - Initial Class

ING VP Balanced Portfolio, Inc. - Class R

ING VP Emerging Markets Fund

ING VP Intermediate Bond Portfolio - Class R

ING VP Money Market Portfolio - Class R

ING VP Natural Resources Trust

ING Partners, Inc.:

ING JPMorgan International Portfolio - Initial Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING Salomon Brothers Aggressive Growth Portfolio - I Class

ING T. Rowe Price Growth Equity Portfolio - Initial Class

ING UBS U.S. Large Cap Equity Portfolio - Initial Class

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class R

ING VP Strategic Allocation Growth Portfolio - Class R

ING VP Strategic Allocation Income Portfolio - Class R

ING Variable Funds:

ING VP Growth and Income Portfolio - Class R

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology Portfolio - Class I

ING VP Growth Portfolio - Class I

ING VP Index Plus LargeCap Portfolio - Class I

ING VP Index Plus MidCap Portfolio - Class I

ING VP Index Plus SmallCap Portfolio - Class I

ING VP International Equity Portfolio - Class I

ING VP International Value Portfolio - Class I

ING VP Small Company Portfolio - Class I

ING VP Value Opportunity Portfolio - Class I

Janus Aspen Series:

Janus Aspen Series Balanced Portfolio - Institutional Shares

Janus Aspen Series Flexible Income Portfolio - Institutional Shares

Janus Aspen Series Growth Portfolio - Institutional Shares

Janus Aspen Series MidCap Growth Portfolio - Institutional Shares

Janus Aspen Series Worldwide Growth Portfolio - Institutional Shares

Lord Abbett Series Fund Growth and Income Portfolio - Class VC Shares

MFS® Variable Insurance Trust:

MFS ® Strategic Income Series

MFS® Total Return Series - Initial Class

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth Fund/VA®

Oppenheimer Global Securities Fund/VA®

Oppenheimer Main Street Fund/VA®

Oppenheimer Strategic Bond Fund/VA®

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

The names of certain Divisions were changed during 2004. The following is a summary of current and former names for those Divisions:

Current Name

Former Name

Federated Insurance Series:

Federated Insurance Series:

Federated Mid Cap Growth Strategies

Federated Growth Strategies

ING VP Intermediate Bond

ING VP Bond

ING Partners, Inc.:

ING Partners, Inc.:

ING JP Morgan International

ING JP Morgan Fleming International

ING UBS U.S. Large Cap Equity

ING MFS Research and Equity

MFS® Variable Insurance Trust:

MFS® Variable Insurance Trust:

MFS® Strategic Income

MFS® Global Governments

Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by the net asset value per share of the respective Fund. Investment transactions in each Fund are recorded on the trade date. Distributions of net investment income and capital gains from each Fund are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Fund are determined on the specific identification basis. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of IICA, which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the Contractowners are excluded in the determination of the federal income tax liability of IICA.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Variable Annuity Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of the Contracts. The annuity reserves are recorded in the financial statements at the Contractowners' aggregate account values invested in the Account Divisions. Net assets allocated to Contracts in the payout period are computed according to the 1983a and 1983 Group Annuity Mortality tables using various assumed interest rates. The mortality risk is fully borne by IICA and may result in additional amounts being transferred into the Account by IICA to cover greater longevity of Contractowners than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to IICA.

Charges and Fees

Under the terms of the Contracts, certain charges are allocated to the Contracts to cover IICA's expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges:

Mortality and Expense Risk Charges

IICA assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge equal to an annual rate of up to 1.25% of the average daily net asset value of each Division of the Account.

Administrative Charges

A daily charge to cover administrative expenses of the Account is deducted at an annual rate of up to 0.15% of the assets attributable to the Contracts.

Premium Taxes

Various states and other governmental units levy a premium tax on annuity Contracts issued by insurance companies. If the owner of a Contract lives in a state which levies such a tax, IICA may deduct the amount of the tax from the purchase payments received or the value of the Contract at annuitization.

Other Charges

Deductions by the Account for other charges may be made in accordance with the terms of the Contracts and paid to IICA.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Related Party Transactions

During the nine months ended September 30, 2004, management fees were paid indirectly to ING Investments, LLC, an affiliate of the Company, in its capacity as investment adviser to ING VP Intermediate Bond Portfolio, ING VP Balanced Portfolio, Inc., ING Money Market Portfolio, ING Variable Funds, ING Strategic Allocation Portfolios, Inc., ING VP Natural Resources Trust, ING Variable Portfolios, Inc., and ING VP Emerging Markets Fund, Inc. The annual fee rate ranged from 0.25% to 1.00% of the average net assets of each respective Fund. In addition, management fees were paid to ING Life Insurance and Annuity Company, an affiliate, in its capacity as investment adviser to ING Partners, Inc. The annual fee rate ranged from 0.50% to 1.00% of the average net assets of each respective Fund.

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follow:

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars In Thousands)

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation

$               3

$                -

$               3

$                -

AIM V.I. Core Equity

              287

              269

              391

                86

AIM V.I. Growth

              260

              327

              185

                41

AIM V.I. Premier Equity

              386

              288

              444

                20

Alger American Funds:

Alger American Balanced

                56

              264

                15

              233

Alger American Income & Growth

                42

              333

                11

              186

Alger American Leveraged AllCap

                13

              185

                  6

              187

American Century® Investments:

American Century® VP Balanced

                  3

                60

                  6

              101

American Century® VP International

                  3

              100

                  7

                49

Calvert Social Balanced

              108

              117

              138

                37

Federated Insurance Series:

Federated American Leaders

           1,396

         14,210

           1,973

         11,246

Federated Capital Income

              463

           1,634

              604

           1,493

Federated Equity Income

              808

           3,183

           1,227

           2,117

Federated Fund for US Government Securities

              417

           1,494

              646

           2,324

Federated High Income Bond

           1,235

           2,985

           1,706

           2,284

Federated International Equity

              143

           2,271

              156

           2,396

Federated Mid Cap Growth Strategies

              133

           3,842

              442

           2,991

Federated Prime Money

           1,401

           2,342

           1,552

           3,145

Fidelity® Investments Variable Insurance

Products Fund:

Fidelity® VIP Asset Manager^SM

           1,520

           2,021

           1,004

           1,089

Fidelity® VIP Contrafund®

           3,661

           4,936

           3,871

           5,024

Fidelity® VIP Equity-Income

           3,317

           7,015

           7,975

           9,987

Fidelity® VIP Growth

           4,096

           4,963

           4,743

           5,072

Fidelity® VIP High Income

           1,893

           4,956

           5,704

           1,751

Fidelity® VIP Index 500

           2,920

           6,350

           5,103

           5,359

Fidelity® VIP Investment Grade Bond

                46

              195

                39

                77

Fidelity® VIP Overseas

              532

              689

              358

              608

ING VP Balanced

           2,603

           1,859

           2,519

           1,644

ING VP Intermediate Bond

           2,300

           2,938

           2,484

           4,889

ING VP Emerging Markets

                  1

                48

                   -

                32

ING VP Money Market

         16,440

         18,260

         34,053

         43,967

ING VP Natural Resources

                  5

                74

                   -

                57

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars In Thousands)

ING Partners, Inc.:

ING JPMorgan International

$        1,205

$           685

$           182

$           404

ING MFS Capital Opportunities

              163

              647

           4,870

           6,026

ING Salomon Brothers Aggressive Growth

              106

           2,690

           3,419

           4,051

ING T. Rowe Price Growth Equity

           1,786

           3,588

           1,052

           2,384

ING UBS U.S. Large Cap Equity

              805

           1,701

              269

           1,520

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced

              770

              195

              570

              218

ING VP Strategic Allocation Growth

              858

              379

              634

              358

ING VP Strategic Allocation Income

              318

              322

              423

              501

ING Variable Funds:

ING VP Growth and Income

              415

           1,908

           3,273

           4,911

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology

              776

           1,223

           1,331

              654

ING VP Growth

              558

              561

              578

              595

ING VP Index Plus LargeCap

           2,851

           2,031

           4,138

           2,832

ING VP Index Plus MidCap

                20

                  4

                  3

                   -

ING VP Index Plus SmallCap

                   -

                39

                   -

                  1

ING VP International Equity

              718

              432

              133

                85

ING VP International Value

                47

                  1

                   -

                   -

ING VP Small Company

           3,158

           3,964

           6,208

           4,430

ING VP Value Opportunity

              974

              449

              194

              965

Janus Aspen Series:

Janus Aspen Series Balanced

              583

           3,623

              964

           4,298

Janus Aspen Series Flexible Income

              923

           2,300

           1,782

           5,318

Janus Aspen Series Growth

              328

           2,346

           1,756

           3,743

Janus Aspen Series MidCap Growth

           1,540

           2,498

           4,801

           5,569

Janus Aspen Series Worldwide Growth

              466

           6,192

              601

           6,919

Lord Abbett Growth and Income

              225

                  5

                   -

                   -

MFS® Variable Insurance Trust:

MFS® Strategic Income

              297

              593

           1,313

              872

MFS® Total Return

           2,189

           4,003

           2,298

           3,521

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth

           1,127

           1,919

           3,336

           2,728

Oppenheimer Global Securities

           4,215

           1,815

           2,836

              981

Oppenheimer Main Street

           1,264

           1,447

           2,293

           2,459

Oppenheimer Strategic Bond

           2,134

           1,302

           3,603

           1,583

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Changes in Units

The net changes in units outstanding follow:

Nine months ended September 30

2004

2003

Net Units Issued

Net Units Issued

(Redeemed)

(Redeemed)

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation

                           368

                           431

AIM V.I. Core Equity

                        5,023

                      50,488

AIM V.I. Growth

                     (11,149)

                    107,227

AIM V.I. Premier Equity

                      15,984

                      76,538

Alger American Funds:

Alger American Balanced

                     (10,770)

                     (12,459)

Alger American Income & Growth

                     (14,069)

                       (9,677)

Alger American Leveraged AllCap

                       (8,178)

                     (10,833)

American Century® Investments:

American Century® VP Balanced

                       (3,772)

                       (7,259)

American Century® VP International

                       (6,662)

                       (3,425)

Calvert Social Balanced

(241)

                      10,186

Federated Insurance Series:

Federated American Leaders

                   (636,311)

                   (581,156)

Federated Capital Income

                   (119,205)

                   (133,132)

Federated Equity Income

                   (198,611)

                   (102,875)

Federated Fund for US Government Securities

                     (83,142)

                   (126,884)

Federated High Income Bond

                   (171,207)

                   (116,168)

Federated International Equity

                   (142,073)

                   (193,557)

Federated Mid Cap Growth Strategies

                   (183,992)

                   (164,677)

Federated Prime Money

                     (75,179)

                   (126,866)

Fidelity® Investments Variable Insurance Products Fund:

Fidelity® VIP Asset Manager^SM

                     (39,691)

                     (13,698)

Fidelity® VIP Contrafund®

                     (50,847)

                     (70,632)

Fidelity® VIP Equity-Income

                   (229,805)

                   (169,121)

Fidelity® VIP Growth

                      55,840

                    151,871

Fidelity® VIP High Income

                   (410,845)

                    397,091

Fidelity® VIP Index 500

                   (195,739)

                     (55,407)

Fidelity® VIP Investment Grade Bond

                     (11,983)

                       (4,336)

Fidelity® VIP Overseas

                     (10,804)

                     (28,914)

ING VP Balanced

                      89,668

                    109,425

ING VP Intermediate Bond

                    503,963

                   (170,887)

ING VP Emerging Markets

                       (4,922)

                       (4,227)

ING VP Money Market

                   (137,980)

                   (820,716)

ING VP Natural Resources

                       (4,774)

                       (4,568)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Net Units Issued

Net Units Issued

(Redeemed)

(Redeemed)

ING Partners, Inc.:

ING JPMorgan International

                      44,771

                     (23,685)

ING MFS Capital Opportunities

                     (41,833)

                   (124,298)

ING Salomon Brothers Aggressive Growth

                   (274,079)

                     (80,708)

ING T. Rowe Price Growth Equity

                     (91,898)

                     (84,422)

ING UBS U.S. Large Cap Equity

                    643,634

                   (169,860)

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced

                      38,071

                      22,855

ING VP Strategic Allocation Growth

                      30,180

                      23,595

ING VP Strategic Allocation Income

                        2,170

                       (6,200)

ING Variable Funds:

ING VP Growth and Income

                   (114,996)

                   (152,202)

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology

                   (113,212)

                    240,692

ING VP Growth

                      13,663

                      10,581

ING VP Index Plus LargeCap

                    142,191

                    221,720

ING VP Index Plus MidCap

                        1,126

                           240

ING VP Index Plus SmallCap

                       (2,642)

                              (1)

ING VP International Equity

                      33,158

                        8,330

ING VP International Value

                        4,430

ING VP Small Company

                       (7,408)

                    171,187

ING VP Value Opportunity

                      34,228

                     (55,364)

Janus Aspen Series:

Janus Aspen Series Balanced

                   (138,668)

                   (174,897)

Janus Aspen Series Flexible Income

                     (89,384)

                   (229,203)

Janus Aspen Series Growth

                   (128,797)

                   (156,518)

Janus Aspen Series MidCap Growth

                     (21,020)

                        3,304

Janus Aspen Series Worldwide Growth

                   (347,185)

                   (402,101)

Lord Abbett Growth and Income

                      21,577

                                -

MFS® Variable Insurance Trust:

MFS® Strategic Income

                     (26,484)

                      30,361

MFS® Total Return

                   (105,453)

                     (93,590)

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth

                     (57,907)

                      37,788

Oppenheimer Global Securities

                    155,933

                    181,431

Oppenheimer Main Street

                     (15,252)

                    397,163

Oppenheimer Strategic Bond

                      37,211

                    133,880

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Financial Highlights

A summary of unit values and units outstanding for variable annuity contracts, expense ratios, excluding expenses of underlying funds, investment income ratios, and total return for the nine months ended September 30, 2004 and 2003, and the years ended December 31, 2002 and 2001, along with units outstanding and unit values for the year ended December 31, 2000, follows:

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Alger American Balanced

2004*

           21

$19.08

$          405

        1.55

%

1.40%

-3.05%

2003*

           32

$18.58

             600

        2.22

1.40%

10.86%

2002

           45

$16.76

             750

        1.56

1.40%

-13.52%

2001

           68

$19.39

          1,314

        3.23

1.25% to 1.40%

-3.31%

2000

           77

$20.05

          1,538

(a)

(a)

(a)

Alger American Income & Growth

2004*

           69

$19.40

          1,348

        0.53

1.40%

-2.85%

2003*

           85

$17.86

          1,521

        0.33

1.40%

14.49%

2002

           95

$15.60

          1,479

        0.60

1.40%

-32.07%

2001

         131

$22.96

          3,004

        7.41

1.25% to 1.40%

-15.53%

2000

         159

$27.19

          4,315

(a)

(a)

(a)

Alger American Leveraged AllCap

2004*

           78

$18.15

          1,422

-

1.40%

-5.37%

2003*

           90

$17.52

          1,577

-

1.40%

21.33%

2002

         101

$14.44

          1,456

        0.01

1.40%

-34.84%

2001

         121

$22.16

          2,671

        3.44

1.25% to 1.40%

-17.11%

2000

         142

$26.74

          3,803

(a)

(a)

(a)

American Century® VP Balanced

2004*

             8

$15.62

             122

        2.01

1.40%

2.02%

2003*

           14

$14.36

             201

        2.93

1.40%

10.55%

2002

           21

$12.99

             277

        2.74

1.40%

-10.82%

2001

           23

$14.57

             336

        6.24

1.25% to 1.40%

-4.89%

2000

           25

$15.32

             383

(a)

(a)

(a)

American Century® VP International

2004*

           31

$14.13

             437

        0.62

1.40%

-0.14%

2003*

           38

$12.48

             474

        0.84

1.40%

8.24%

2002

           41

$11.53

             477

        0.84

1.40%

-21.49%

2001

           67

$14.69

             979

      10.52

1.25% to 1.40%

-30.17%

2000

           90

$21.03

          1,882

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Calvert Social Balanced

2004*

           37

$9.63 to $11.44

$          427

-

%

1.00% to 1.40%

1.24% to 1.48%

2003*

           29

$8.88 to $10.59

             308

-

1.00% to 1.40%

-3.27% to 10.35%

2002

           19

$8.03 to $9.61

             182

        2.65

1.00% to 1.40%

-13.38% to -12.46%

2001

           20

$10.92 to $11.09

             222

        5.66

1.00% to 1.40%

-8.25% to -8.10%

2000

           18

$11.88 to $12.09

             220

(a)

(a)

(a)

Federated American Leaders

2004*

      3,355

$20.45

        68,681

        1.46

1.25% to 1.40%

-0.24%

2003*

      4,219

$17.93

        75,763

        1.58

1.25% to 1.40%

10.14%

2002

      4,801

$16.28

        78,300

        1.15

1.25% to 1.40%

-21.33%

2001

      5,677

$20.70

      117,754

        2.00

1.25% to 1.40%

-5.56%

2000

      6,137

$21.92

      134,796

(a)

(a)

(a)

Federated Capital Income

2004*

         563

$12.10

          6,846

        4.54

1.25% to 1.40%

2.11%

2003*

         737

$10.86

          8,047

        6.57

1.25% to 1.40%

9.04%

2002

         870

$9.96

          8,714

        5.53

1.25% to 1.40%

-25.01%

2001

      1,123

$13.28

        14,993

        3.52

1.25% to 1.40%

-14.94%

2000

      1,282

$15.61

        20,076

(a)

(a)

(a)

Federated Equity Income

2004*

      1,199

$12.58

        15,139

        1.97

1.25% to 1.40%

1.94%

2003*

      1,432

$10.92

        15,704

        1.98

1.25% to 1.40%

11.09%

2002

      1,535

$9.83

        15,168

        2.03

1.25% to 1.40%

-21.85%

2001

      1,809

$12.58

        22,899

        1.95

1.25% to 1.40%

-12.24%

2000

      1,963

$14.34

        28,257

(a)

(a)

(a)

Federated Fund for US Government Securities

2004*

         252

$15.33

          3,857

        4.71

1.40%

1.59%

2003*

         383

$15.09

          5,779

        3.97

1.40%

0.94%

2002

         510

$14.95

          7,622

        3.39

1.40%

7.52%

2001

         414

$13.90

          5,750

        5.53

1.25% to 1.40%

5.53%

2000

         395

$13.18

          5,208

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Federated High Income Bond

2004*

         811

$15.54

$      12,614

        7.12

%

1.25% to 1.40%

5.28%

2003*

      1,059

$14.07

        14,918

        7.63

1.25% to 1.40%

14.86%

2002

      1,175

$12.25

        14,413

      10.18

1.25% to 1.40%

-0.03%

2001

      1,465

$12.25

        17,955

      10.78

1.25% to 1.40%

-0.05%

2000

      1,630

$12.26

        19,988

(a)

(a)

(a)

Federated International Equity

2004*

         691

$14.07

          9,749

-

1.25% to 1.40%

0.00%

2003*

         874

$12.42

        10,890

-

1.25% to 1.40%

14.79%

2002

      1,068

$10.82

        11,589

-

1.25% to 1.40%

-23.84%

2001

      1,436

$14.21

        20,460

      13.04

1.25% to 1.40%

-30.42%

2000

      1,699

$20.42

        34,741

(a)

(a)

(a)

Federated Mid Cap Growth Strategies

2004*

         895

$19.21

       17,193

-

1.40%

2.02%

2003*

      1,126

$16.74

        18,841

-

1.40%

22.82%

2002

      1,290

$13.63

        17,585

-

1.40%

-27.38%

2001

      1,710

$18.77

        32,104

        1.60

1.25% to 1.40%

-23.48%

2000

      1,926

$24.53

        47,248

(a)

(a)

(a)

Federated Prime Money

2004*

         231

$12.24

          2,827

        0.45

1.40%

-0.57%

2003*

         335

$12.34

          4,138

        0.57

1.40%

-0.48%

2002

         462

$12.40

          5,731

        1.41

1.40%

-0.01%

2001

         417

$12.41

          5,175

        3.90

1.25% to 1.40%

2.28%

2000

         343

$12.13

          4,159

(a)

(a)

(a)

Fidelity® VIP Asset Manager^SM

2004*

         329

$11.43 to $15.99

          4,810

        3.30

1.25% to 1.40%

-1.17% to -1.12%

2003*

         377

$10.90 to $15.27

          5,301

        3.54

1.25% to 1.40%

9.78% to 9.88%

2002

         391

$9.92 to $13.91

          5,092

        3.86

1.25% to 1.40%

-10.01% to -9.87%

2001

         428

$11.01 to $15.46

          6,147

        5.71

1.25% to 1.40%

-5.44% to -5.30%

2000

         438

$11.62 to $16.35

          6,672

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Fidelity® VIP Contrafund®

2004*

      1,298

$10.62 to $21.94

$     26,354

        0.35

%

1.00% to 1.40%

4.68% to 4.94%

2003*

      1,361

$9.10 to $18.87

        23,936

        0.46

1.00% to 1.40%

14.02% to 14.47%

2002

      1,431

$7.95 to $16.55

        22,088

        0.88

1.00% to 1.40%

-10.62% to -10.25%

2001

      1,631

$8.86 to $18.52

        28,132

        3.67

1.00% to 1.40%

-13.48% to -9.81%

2000

      1,941

$9.82 to $21.40

        38,834

(a)

(a)

(a)

Fidelity® VIP Equity-Income

2004*

      2,068

$10.90 to $18.40

        35,225

        1.62

1.00% to 1.40%

0.99% to 1.30%

2003*

      2,316

$9.43 to $15.98

        34,451

        1.81

1.00% to 1.40%

12.69% to 13.07%

2002

      2,485

$8.34 to $14.18

        32,897

        1.80

1.00% to 1.40%

-18.11% to -17.77%

2001

      2,801

$10.14 to $17.31

        45,509

        6.50

1.00% to 1.40%

-6.30% to 2.48%

2000

      2,821

$9.90 to $18.47

        49,034

(a)

(a)

(a)

Fidelity® VIP Growth

2004*

      2,813

$6.92 to $15.06

        27,292

        0.27

1.00% to 1.40%

-5.70% to -5.46%

2003*

      2,626

$6.60 to $14.42

        25,899

        0.26

1.00% to 1.40%

18.29% to 18.71%

2002

      2,474

$5.56 to $12.19

        22,175

        0.25

1.00% to 1.40%

-31.09% to -30.80%

2001

      2,207

$8.04 to $17.69

        31,764

        7.38

1.00% to 1.40%

-18.81% to -18.48%

2000

      1,925

$9.86 to $21.79

        39,717

(a)

(a)

(a)

Fidelity® VIP High Income

2004*

         805

$8.75 to $11.75

          9,074

        8.87

1.25% to 1.40%

3.62% to 3.67%

2003*

      1,187

$8.03 to $10.79

        11,924

        6.24

1.25% to 1.40%

19.36% to 19.67%

2002

         790

$6.71 to $9.04

          6,897

      11.08

1.25% to 1.40%

2.00% to 2.15%

2001

         945

$6.57 to $8.86

          7,979

      17.37

1.25% to 1.40%

-12.98% to -12.85%

2000

      1,106

$7.54 to $10.18

        10,694

(a)

(a)

(a)

Fidelity® VIP Index 500

2004*

      1,277

$11.09 to $18.88

        22,113

        1.43

1.25% to 1.40%

0.27% to 0.45%

2003*

      1,457

$9.88 to $16.86

        22,682

        1.45

1.25% to 1.40%

13.38% to 13.43%

2002

      1,512

$8.71 to $14.87

        20,521

        1.36

1.25% to 1.40%

-23.34% to -23.22%

2001

      1,830

$11.34 to $19.40

        32,591

        1.19

1.25% to 1.40%

-13.34% to -13.20%

2000

      2,149

$13.07 to $22.38

        44,133

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Fidelity® VIP Investment Grade Bond

2004*

           29

$15.92

$          459

        4.75

%

1.40%

2.18%

2003*

           41

$15.52

             641

        3.92

1.40%

3.33%

2002

           46

$15.02

             686

        4.49

1.40%

8.80%

2001

           67

$13.81

             919

        5.53

1.25% to 1.40%

6.94%

2000

           75

$12.91

             963

(a)

(a)

(a)

Fidelity® VIP Overseas

2004*

         231

$10.08 to $13.34

          2,898

        1.20

1.25% to 1.40%

-1.62% to -1.56%

2003*

         222

$8.83 to $11.70

          2,478

        0.84

1.25% to 1.40%

22.00% to 22.13%

2002

         251

$7.23 to $9.59

          2,309

        0.83

1.25% to 1.40%

-21.40% to -21.28%

2001

         244

$9.19 to $12.20

          2,834

      14.13

1.00% to 1.40%

-22.28% to -22.16%

2000

         279

$11.80 to $15.70

          4,168

(a)

(a)

(a)

ING VP Balanced

2004*

      1,182

$10.44 to $17.93

        14,041

        2.03

1.00% to 1.40%

1.64% to 1.95%

2003*

      1,029

$9.56 to $16.48

        11,727

        2.08

1.00% to 1.40%

9.50% to 9.89%

2002

         919

$8.70 to $15.05

        10,006

        0.98

1.00% to 1.40%

-11.56% to -11.20%

2001

         737

$9.80 to $17.02

          9,754

        6.16

1.00% to 1.40%

-5.56% to -5.17%

2000

         474

$10.33 to $18.02

          7,942

(a)

(a)

(a)

ING VP Emerging Markets

2004*

           15

$9.96

             147

-

1.40%

3.21%

2003*

           20

$8.43

             173

-

1.40%

26.77%

2002

           25

$6.65

             164

-

1.40%

-10.60%

2001

           42

$7.43

             313

      21.63

1.25% to 1.40%

-11.68%

2000

           53

$8.42

             446

(a)

(a)

(a)

ING VP Intermediate Bond

2004*

         661

$13.45 to $15.55

        10,035

        4.33

1.00% to 1.40%

2.50% to 2.65%

2003*

         893

$13.47 to $15.06

        13,198

        1.73

1.25% to 1.40%

4.08% to 4.18%

2002

      1,064

$12.93 to $14.47

        15,106

        3.62

1.25% to 1.40%

6.82% to 6.98%

2001

         784

$12.09 to $13.55

        10,374

        6.63

1.00% to 1.40%

7.22% to 7.38%

2000

         568

$11.26 to $12.64

          7,033

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Money Market

2004*

      1,492

$10.95 to $12.53

$     18,027

        0.97

%

1.00% to 1.40%

-0.40% to -0.09%

2003*

      2,089

$10.96 to $12.60

        25,465

        1.89

1.00% to 1.40%

-0.40% to -0.09%

2002

      2,909

$10.97 to $12.65

        35,752

        3.44

1.00% to 1.40%

0.20% to 0.61%

2001

      2,991

$10.91 to $12.62

        36,764

        4.11

1.00% to 1.40%

1.41% to 2.63%

2000

      2,417

$10.76 to $12.32

        29,041

(a)

(a)

(a)

ING VP Natural Resources

2004*

           24

$16.10

             380

        1.00

1.40%

7.76%

2003*

           28

$12.70

             361

-

1.40%

9.39%

2002

           33

$11.61

             383

        0.18

1.40%

-3.47%

2001

           42

$12.02

             506

-

1.25% to 1.40%

-17.12%

2000

           51

$14.51

             742

(a)

(a)

(a)

ING JPMorgan International

2004*

         204

$10.54 to $11.06

          2,266

        1.26

1.25% to 1.40%

3.27% to 3.43%

2003*

         153

$8.79 to $9.24

          1,402

        1.11

1.25% to 1.40%

10.13% to 10.29%

2002

         176

$7.97 to $8.39

          1,470

        0.62

1.25% to 1.40%

-19.23% to -19.10%

2001

         141

$9.86 to $10.38

          1,456

      24.41

1.00% to 1.40%

-27.96% to -27.84%

2000

         111

$13.66 to $14.42

          1,602

(a)

(a)

(a)

ING MFS Capital Opportunities

2004*

         248

$10.65 to $11.16

          2,762

        0.43

1.25% to 1.40%

0.00% to 0.09%

2003*

         329

$9.67 to $10.14

          3,329

        0.19

1.25% to 1.40%

14.71% to 14.85%

2002

         453

$8.42 to $8.84

          3,984

-

1.25% to 1.40%

-31.14% to -31.04%

2001

         456

$12.20 to $12.84

          5,817

      16.63

1.00% to 1.40%

-25.82% to -25.70%

2000

         681

$16.42 to $17.30

        11,714

(a)

(a)

(a)

ING Salomon Brothers Aggressive Growth

2004*

      1,037

$5.65 to $9.04

         9,266

-

1.00% to 1.40%

0.11% to 0.36%

2003*

      1,369

$5.11 to $8.21

        11,111

-

1.00% to 1.40%

23.83% to 24.03%

2002

      1,450

$4.12 to $6.63

          9,494

-

1.00% to 1.40%

-36.21% to -35.95%

2001

      1,978

$6.43 to $10.40

        20,338

        6.42

1.00% to 1.40%

-26.26% to -25.96%

2000

      2,360

$8.68 to $14.10

        32,921

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING T. Rowe Price Growth Equity

2004*

      1,023

$9.27 to $17.54

$      17,356

        0.16

%

1.00% to 1.40%

-1.96% to -1.59%

2003*

      1,122

$8.45 to $16.06

        17,559

        0.16

1.00% to 1.40%

-7.24% to 15.96%

2002

      1,207

$7.27 to $13.85

        16,326

        0.18

1.00% to 1.40%

-24.37% to -20.23%

2001

      1,421

$12.80 to $18.32

        25,447

      15.48

1.00% to 1.40%

-11.48% to -11.35%

2000

      1,650

$14.43 to $20.69

        33,378

(a)

(a)

(a)

ING UBS U.S. Large Cap Equity

2004*

         732

$8.96 to $9.87

          6,624

        0.73

1.25% to 1.40%

2.52% to 2.71%

2003*

         856

$7.92 to $8.71

          6,855

        0.58

1.25% to 1.40%

11.71% to 11.81%

2002

      1,026

$7.09 to $7.79

          7,353

        0.19

1.25% to 1.40%

-25.95% to -25.83%

2001

      1,315

$9.57 to $10.50

        12,718

      20.94

1.00% to 1.40%

-22.00% to -21.88%

2000

      1,567

$12.27 to $13.44

        19,399

(a)

(a)

(a)

ING VP Strategic Allocation Balanced

2004*

         108

$10.91 to $15.45

          1,621

        1.43

1.25% to 1.40%

1.51% to 1.68%

2003*

           69

$9.96 to $14.13

             955

        1.19

1.25% to 1.40%

9.37% to 9.57%

2002

           47

$9.09 to $12.92

             554

        2.39

1.25% to 1.40%

-10.81% to -10.67%

2001

           52

$10.18 to $14.48

             675

        2.79

1.00% to 1.40%

-8.30% to -8.16%

2000

           56

$11.08 to $15.79

             801

(a)

(a)

(a)

ING VP Strategic Allocation Growth

2004*

         104

$10.31 to $15.65

          1,597

        0.89

1.25% to 1.40%

1.16% to 1.28%

2003*

           82

$9.25 to $14.07

          1,103

        1.10

1.25% to 1.40%

11.49% to 11.58%

2002

           58

$8.29 to $12.62

             710

        2.15

1.25% to 1.40%

-14.97% to -14.84%

2001

           64

$9.73 to $14.84

             914

        1.58

1.00% to 1.40%

-12.79% to -12.65%

2000

           83

$11.14 to $17.02

          1,319

(a)

(a)

(a)

ING VP Strategic Allocation Income

2004*

         111

$11.83 to $15.62

          1,661

        1.81

1.25% to 1.40%

1.76% to 1.89%

2003*

         109

$11.02 to $14.58

          1,567

        2.43

1.25% to 1.40%

6.42% to 6.47%

2002

         115

$10.35 to $13.70

          1,561

        2.72

1.25% to 1.40%

-5.69% to -5.54%

2001

         143

$10.95 to $14.52

          2,048

        3.63

1.00% to 1.40%

-3.75% to -3.60%

2000

         104

$11.36 to $15.09

          1,581

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Growth and Income

2004*

         862

$6.89 to $13.54

$       9,961

        0.93

%

1.00% to 1.40%

-2.45% to -2.13%

2003*

         978

$6.25 to $12.33

        10,387

-

1.00% to 1.40%

10.48% to 10.82%

2002

      1,131

$5.64 to $11.16

        10,865

        0.83

1.00% to 1.40%

-26.04% to -25.74%

2001

      1,285

$7.59 to $15.10

        17,195

        0.62

1.00% to 1.40%

-19.55% to -15.90%

2000

      1,435

$9.03 to $18.77

        23,995

(a)

(a)

(a)

ING VP Global Science and Technology

2004*

         671

$3.14 to $3.20

          2,129

-

1.00% to 1.40%

-14.44% to -14.21%

2003*

         534

$3.25 to $3.29

          1,748

-

1.00% to 1.40%

26.95% to 27.24%

2002

         293

$2.56 to $2.59

             756

-

1.00% to 1.40%

-42.10% to -41.87%

2001

         166

$4.42 to $4.45

             735

-

1.00% to 1.40%

-24.04% to -23.75%

2000

           41

$5.82 to $5.84

             238

(a)

(a)

(a)

ING VP Growth

2004*

         381

$6.18 to $12.77

          2,946

        0.13

1.00% to 1.40%

-4.42% to -4.19%

2003*

         362

$5.86 to $12.15

          2,777

-

1.00% to 1.40%

16.83% to 17.20%

2002

         351

$5.00 to $10.40

          2,359

-

1.00% to 1.40%

-29.94% to -29.65%

2001

         348

$7.11 to $14.84

          3,638

      10.59

1.00% to 1.40%

-28.09% to -27.79%

2000

         363

$9.84 to $20.64

          6,861

(a)

(a)

(a)

ING VP Index Plus LargeCap

2004*

      1,781

$8.07 to $16.81

        16,991

        1.04

1.00% to 1.40%

0.18% to 0.50%

2003*

      1,517

$7.19 to $15.04

        13,649

        1.16

1.00% to 1.40%

11.49% to 11.82%

2002

      1,296

$6.43 to $13.49

        10,983

        0.23

1.00% to 1.40%

-22.63% to -22.31%

2001

         905

$8.25 to $17.44

        11,476

        4.80

1.00% to 1.40%

-14.84% to -14.48%

2000

         649

$9.68 to $20.48

        12,035

(a)

(a)

(a)

ING VP Index Plus MidCap

2004*

             6

$14.82

               82

-

1.00%

3.56%

2003*

             4

$12.72

               55

-

1.00%

16.48%

2002

             4

$10.92

               45

        0.41

1.00%

-12.97%

2001

             3

$12.54

               39

        8.59

1.00%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Index Plus SmallCap

2004*

             -

$14.83

$              1

-

%

1.00%

7.08%

2003*

             3

$12.17

               33

-

1.00%

18.50%

2002

             3

$10.27

               28

        0.14

1.00%

-14.07%

2001

             2

$11.95

               32

      10.40

1.00%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING VP International Equity

2004*

           97

$7.00 to $8.29

             770

        1.43

1.00% to 1.40%

1.61% to 1.89%

2003*

           55

$5.95 to $7.06

             371

        1.23

1.00% to 1.40%

12.90% to 13.12%

2002

           46

$5.26 to $6.25

             281

        0.22

1.00% to 1.40%

-27.71% to -27.41%

2001

           46

$7.24 to $8.63

             383

        0.09

1.00% to 1.40%

-24.95% to -24.64%

2000

           59

$9.61 to $11.48

             676

(a)

(a)

(a)

ING VP International Value

2004*

             4

$10.61

               47

(c)

1.00%

(c)

2003*

(c)

(c)

(c)

(c)

(c)

(c)

2002

(c)

(c)

(c)

(c)

(c)

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING VP Small Company

2004*

         933

$12.67 to $19.37

        14,416

        0.28

1.00% to 1.40%

-0.26% to 0.00%

2003*

         847

$11.44 to $17.56

        12,449

        0.28

1.00% to 1.40%

22.54% to 22.88%

2002

         676

$9.31 to $14.33

          8,445

        0.64

1.00% to 1.40%

-24.30% to -23.99%

2001

         507

$12.25 to $18.93

          9,047

        3.07

1.00% to 1.40%

2.54% to 2.96%

2000

         455

$11.89 to $18.46

          8,152

(a)

(a)

(a)

ING VP Value Opportunity

2004*

         239

$9.23 to $16.58

          3,632

        0.98

1.00% to 1.40%

1.28% to 1.65%

2003*

         209

$8.10 to $14.62

          2,812

        0.82

1.00% to 1.40%

9.76% to 10.05%

2002

         264

$7.36 to $13.32

          3,282

        0.50

1.00% to 1.40%

-27.00% to -26.70%

2001

         390

$10.05 to $18.25

          6,718

        5.60

1.00% to 1.40%

-10.89% to -8.87%

2000

         352

$11.02 to $20.48

          6,820

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Janus Aspen Series Balanced

2004*

         571

$10.43 to $22.76

$     11,720

        0.74

%

1.00% to 1.40%

1.02% to 1.36%

2003*

         793

$9.66 to $21.16

        15,280

        1.24

1.00% to 1.40%

5.59% to 5.92%

2002

         968

$9.12 to $20.04

        17,715

        2.38

1.00% to 1.40%

-7.76% to -7.38%

2001

         989

$9.84 to $21.72

        19,636

        2.54

1.00% to 1.40%

-6.05% to 0.72%

2000

      1,104

$9.77 to $23.12

        23,240

(a)

(a)

(a)

Janus Aspen Series Flexible Income

2004*

         253

$13.30 to $17.14

          4,124

        2.22

1.00% to 1.40%

1.90% to 1.98%

2003*

         420

$13.58 to $16.79

          6,782

        2.30

1.25% to 1.40%

4.74% to 4.86%

2002

         649

$12.95 to $16.03

        10,027

        4.31

1.25% to 1.40%

8.93% to 9.10%

2001

         512

$11.87 to $14.72

          7,279

        5.65

1.00% to 1.40%

6.22% to 6.38%

2000

         356

$11.16 to $13.86

          4,666

(a)

(a)

(a)

Janus Aspen Series Growth

2004*

         492

$6.23 to $15.47

          7,107

        0.02

1.00% to 1.40%

-6.01% to -5.75%

2003*

         679

$5.86 to $14.61

          9,302

-

1.00% to 1.40%

15.31% to 17.43%

2002

         836

$5.07 to $12.67

          9,846

1.00% to 1.40%

-27.54% to 1.52%

2001

      1,166

$11.40 to $17.49

        19,187

        0.26

1.00% to 1.40%

-25.80% to -25.68%

2000

      1,406

$15.34 to $23.57

        31,014

(a)

(a)

(a)

Janus Aspen Series MidCap Growth

2004*

      1,228

$5.25 to $14.65

          9,962

-

1.00% to 1.40%

3.75% to 4.17%

2003*

      1,201

$4.55 to $12.76

          9,212

-

1.00% to 1.40%

20.38% to 20.69%

2002

      1,197

$3.77 to $10.60

          8,360

-

1.00% to 1.40%

-28.95% to -28.65%

2001

      1,243

$5.28 to $14.92

        13,647

-

1.00% to 1.40%

-40.31% to -40.06%

2000

      1,110

$8.82 to $25.00

        25,895

(a)

(a)

(a)

Janus Aspen Series Worldwide Growth

2004*

      1,446

$6.71 to $17.81

        21,305

        0.46

1.00% to 1.40%

-6.21% to -6.02%

2003*

      1,908

$6.34 to $16.87

        27,036

        0.82

1.00% to 1.40%

8.63% to 9.12%

2002

      2,310

$5.81 to $15.53

        30,978

        0.83

1.00% to 1.40%

-26.55% to -26.24%

2001

      2,897

$7.88 to $21.14

        54,632

        0.44

1.00% to 1.40%

-23.53% to -23.22%

2000

      3,253

$10.27 to $27.65

        84,022

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Lord Abbett Growth and Income

2004*

           22

$10.31

$          222

(c)

%

1.00%

(c)

2003*

(c)

(c)

(c)

(c)

(c)

(c)

2002

(c)

(c)

(c)

(c)

(c)

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

MFS ® Strategic Income

2004*

           81

$13.06 to $13.38

          1,074

        4.80

1.25% to 1.40%

3.16%

2003*

         126

$12.36 to $12.68

          1,589

        6.83

1.25% to 1.40%

6.38% to 6.46%

2002

           95

$11.61 to $11.92

          1,134

        2.57

1.25% to 1.40%

6.89% to 7.05%

2001

           50

$10.85 to $11.15

             559

        3.16

1.25% to 1.40%

3.28% to 3.43%

2000

           61

$10.49 to $10.80

             651

(a)

(a)

(a)

MFS® Total Return

2004*

         997

$14.00 to $18.30

        17,221

        1.61

1.25% to 1.40%

2.87% to 3.02%

2003*

      1,123

$12.73 to $16.67

        17,771

        1.82

1.25% to 1.40%

7.48% to 7.61%

2002

      1,217

$11.83 to $15.51

        17,806

        1.87

1.25% to 1.40%

-6.50% to -6.35%

2001

      1,281

$12.63 to $16.59

        20,066

        5.25

1.25% to 1.40%

-1.17% to -1.01%

2000

      1,070

$12.76 to $16.78

        16,787

(a)

(a)

(a)

Oppenheimer Aggressive Growth

2004*

         299

$10.95 to $13.49

          3,825

-

1.25% to 1.40%

5.39% to 5.49%

2003*

         340

$9.95 to $12.27

          4,000

-

1.25% to 1.40%

18.67% to 18.88%

2002

         302

$8.37 to $10.34

          2,987

        0.68

1.25% to 1.40%

-28.80% to -28.69%

2001

         400

$11.74 to $14.52

          5,569

      15.42

1.25% to 1.40%

-32.24% to -32.14%

2000

         474

$17.30 to $21.42

          9,743

(a)

(a)

(a)

Oppenheimer Global Securities

2004*

      1,111

$12.23 to $20.02

        16,911

        1.23

1.00% to 1.40%

1.42% to 1.75%

2003*

         837

$10.31 to $16.95

        10,719

        0.71

1.00% to 1.40%

21.07% to 21.44%

2002

         656

$8.49 to $14.00

          7,124

        0.52

1.00% to 1.40%

-23.23% to -22.91%

2001

         376

$11.01 to $18.23

          5,455

        8.61

1.00% to 1.40%

-13.28% to -12.92%

2000

         308

$12.65 to $21.02

          6,287

(a)

(a)

(a)

ING INSURANCE COMPANY OF AMERICA

VARIABLE ANNUITY ACCOUNT I

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Oppenheimer Main Street

2004*

         656

$9.71 to $12.57

$       7,709

        0.84

%

1.25% to 1.40%

-0.48% to -0.41%

2003*

         645

$8.67 to $11.35

          6,852

        0.96

1.25% to 1.40%

12.38% to 12.45%

2002

         665

$7.79 to $10.10

          6,276

        0.78

1.25% to 1.40%

-19.94% to -19.81%

2001

         788

$9.71 to $12.62

          9,280

        0.55

1.25% to 1.40%

-11.43% to -11.29%

2000

         886

$10.95 to $14.25

        11,851

(a)

(a)

(a)

Oppenheimer Strategic Bond

2004*

         613

$13.59 to $14.65

          8,832

        4.90

1.00% to 1.40%

2.52% to 2.95%

2003*

         594

$12.69 to $13.74

          8,105

        6.39

1.00% to 1.40%

11.98% to 12.30%

2002

         460

$11.30 to $12.27

          5,664

        6.30

1.00% to 1.40%

5.94% to 6.37%

2001

         364

$10.62 to $11.58

          4,138

        5.71

1.00% to 1.40%

1.72% to 3.52%

2000

         317

$10.33 to $11.21

          3,479

(a)

(a)

(a)

*

Data for 2004 and 2003 is presented as of September 30. The Investment Income Ratio and Total Return are calculated for the preceeding nine month period.

(a)

Not provided for 2000.

(b)

As this investment Division was not available until 2001, this data is not meaningful and therefore is not presented.

(c)

As this investment Division was not available until 2004*, this data is not meaningful and therefore is not presented.

A

The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions, divided by the average net assets.

The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.

B

The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense charge, as defined in Note 3. Certain

items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

C

Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this

table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

For the period ended September 30, 2004

INDEX

PAGE

FINANCIAL STATEMENTS (Unaudited)

	Condensed Statements of Income	2

	Condensed Balance Sheets	3

	Condensed Statements of Changes in Shareholder's Equity	4

	Condensed Statements of Cash Flows	5

	Notes to Condensed Financial Statements	6

ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Form 10-Q for the period ended September 30, 2004

Condensed Statements of Income

(Unaudited)

(Millions)

			Three months ended September 30,		Nine months ended September 30,
			2004	2003	2004	2003
Revenue:
	Fee income		$ 2.2	$ 2.4	$ 7.0	$ 7.7
	Net investment income		2.3	2.0	7.2	7.1
	Net realized capital gains		0.9	0.4	1.1	1.4
	Total revenues		5.4	4.8	15.3	16.2
Benefits, losses and expenses:
	Benefits:
		Interest credited and other benefits to policyholders	0.9	1.9	3.9	5.7
	Underwriting, acquisition, and insurance expenses:
		General expenses	0.4	0.6	1.1	1.5
		Commissions	0.5	0.4	1.4	1.3
		Policy acquisition costs deferred	(0.1)	-	(0.4)	(0.3)
	Amortization of deferred policy acquisition costs
		and value of business acquired	1.4	(1.1)	4.0	2.0
Total benefits, losses and expenses			3.1	1.8	10.0	10.2
Income before income taxes			2.3	3.0	5.3	6.0
Income tax (benefit) expense			(0.1)	0.8	0.8	1.3
Net income			$ 2.4	$ 2.2	$ 4.5	$ 4.7

The accompanying notes are an integral part of these financial statements.

ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Condensed Balance Sheets

(Unaudited)

(Millions, except share data)

September 30,

December 31,

2004

2003

(Unaudited)

Assets

Investments:

Fixed maturities, available for sale, at fair value (amortized

cost of $193.6 at 2004 and $127.9 at 2003)

$               198.2

$               133.1

Securities pledged (amortized cost of $0.7 at 2004)

                      0.7

                        -

Total investments

                  198.9

                  133.1

Cash and cash equivalents

                      5.9

                      4.8

Short term investments under securities loan agreement

                      0.7

                        -

Accrued investment income

                      1.6

                      1.3

Deferred policy acquisition costs

                      1.0

                      0.9

Value of business acquired

                    28.7

                    31.6

Other assets

                      2.8

                    20.3

Assets held in separate accounts

                  522.6

                  660.7

Total assets

$               762.2

$               852.7

Liabilities and Shareholder's Equity

Policy liabilities and accruals:

Other policyholder's funds

$               128.7

$                 86.6

Due to affiliates

                      2.7

                      0.6

Payables under securities loan agreement

                      0.7

                        -

Current income taxes

                      2.1

                      1.7

Deferred income taxes

                      8.0

                      7.9

Other liabilities

                      2.2

                      2.6

Liabilities related to separate accounts

                  522.6

                  660.7

Total liabilities

                  667.0

                  760.1

Shareholder's equity:

Common stock (35,000 shares authorized, 25,500 issued and

outstanding; $100 per share par value)

                      2.5

                      2.5

Additional paid-in capital

                  181.2

                  181.2

Accumulated other comprehensive income

                      0.3

                      2.2

Retained deficit

                  (88.8)

                  (93.3)

Total shareholder's equity

                    95.2

                    92.6

Total liabilities and shareholder's equity

$               762.2

$               852.7

The accompanying notes are an integral part of these financial statements.

3
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Condensed Statements of Changes in Shareholder's Equity

(Unaudited)

(Millions)

Nine months ended September 30,

2004

2003

Shareholder's equity, beginning of period

$                   92.6

$                   85.9

Comprehensive income:

Net income

                        4.5

                        4.7

Other comprehensive (loss) income net of tax: Unrealized (loss) gain

on securities ($(2.9) and $0.3, pretax year to date)

                      (1.9)

                        0.2

Total comprehensive income

                        2.6

                        4.9

Other

                           -

                      (0.1)

Shareholder's equity, end of period

$                   95.2

$                   90.7

The accompanying notes are an integral part of these financial statements.

4
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Condensed Statements of Cash Flows

(Unaudited)

(Millions)

Nine months ended September 30,

2004

2003

Net cash (used for) provided by operating activities

$                   (4.7)

$                     2.5

Cash flows provided by (used for) investing activities

Proceeds from the sale, maturity or repayment of fixed maturities,

available for sale

                    201.5

                    191.9

Acquisition of fixed maturities, available for sale

                  (195.9)

                  (200.5)

Net cash provided by (used for) investing activities

                        5.6

                      (8.6)

Cash flows provided by financing activities

Deposits and interest credited for investment contracts

                        0.2

                        5.9

Maturities and withdrawals from investment contracts

                           -

                      (1.5)

Other, net

                           -

                      (3.5)

Net cash provided by financing activities

                        0.2

                        0.9

Net change in cash and cash equivalents

                        1.1

                      (5.2)

Cash and cash equivalents, beginning of period

                        4.8

                        5.2

Cash and cash equivalents, end of period

$                     5.9

$                        -

The accompanying notes are an integral part of these financial statements.

5
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

Basis of Presentation

ING Insurance Company of America ("IICA" or the "Company"), is a provider of financial products and services in the United States. The Company is a wholly-owned subsidiary of ING Life Insurance and Annuity Company ("ILIAC"). ILIAC is a wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion Connecticut"). Lion Connecticut's ultimate parent is ING Groep N.V. ("ING"), a financial services company based in The Netherlands.

The condensed financial statements and notes as of September 30, 2004 and December 31, 2003 and for the three and nine months ended September 30, 2004 and 2003 ("interim periods") have been prepared in accordance with U.S. generally accepted accounting principles and are unaudited. The condensed financial statements reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods. These condensed financial statements and notes should be read in conjunction with the financial statements and related notes as presented in the Company's 2003 Annual Report on Form 10-K. The results of operations for the interim periods may not be considered indicative of results to be expected for the full year.

The Company has one operating segment, U.S. Financial Services ("USFS"), and all revenue reported by the Company comes from external customers.

Recently Adopted Accounting Standards
Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts

The Company adopted Statement of Position ("SOP") 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts," on January 1, 2004. SOP 03-1 establishes several new accounting and disclosure requirements for certain nontraditional long-duration contracts and for separate accounts including, among other things, a requirement that assets and liabilities of separate account arrangements that do not meet certain criteria be accounted for as general account assets and liabilities, and that revenues and expenses related to such arrangements be consolidated with the respective revenue and expense lines in the Condensed Statement of Operations. In addition, the SOP requires additional liabilities be established for certain guaranteed death and other benefits and for Universal Life products with certain patterns of cost of insurance charges, and that sales inducements provided to contractholders be recognized on the balance sheet separately from deferred acquisition costs and amortized as a component of benefits expense using methodology and assumptions consistent with those used for amortization of deferred policy acquisition costs.

6
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

The Company evaluated all requirements of SOP 03-1 and determined that it is affected by the SOP's requirements to account for certain separate account arrangements as general account arrangements. Requirements to establish additional liabilities for minimum guarantee benefits are applicable to the Company, however, the Company's policies on policy liabilities have historically been, and continue to be, in conformity with the requirements newly established. Requirements for recognition of additional liabilities for Universal Life products with certain patterns of cost of insurance charges are not applicable to the Company.

The adoption of SOP 03-1 did not have a significant effect on the Company's results of operations, and had no impact on the Company's net income.

The implementation of SOP 03-1 raised questions regarding the interpretation of the requirements of Financial Accounting Standard ("FAS") No. 97, concerning when it is appropriate to record an unearned revenue liability related to the insurance benefit function. To clarify its position, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position No. FAS 97-1 ("FSP FAS 97-1"), "Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97, 'Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments,' Permit or Require Accrual of an Unearned Revenue Liability," effective for fiscal periods beginning subsequent to the date the guidance was issued, June 18, 2004. The Company adopted FSP FAS 97-1 on July 1, 2004 and has evaluated the impact of the guidance on whether the Company is required to establish an unearned revenue reserve on its existing and new business. The adoption of FSP FAS 97-1 did not have an impact on the Company's financial position, results of operations or cash flows.

The Meaning of Other Than Temporary Impairment and its Application to Certain Investments

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 03-1 ("EITF 03-1"), "The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments," requiring that a three-step impairment model be applied to securities within its scope. The three-step model is to be applied on a security-by-security basis as follows:

Step 1: Determine whether an investment is impaired. An investment is impaired if the fair value of the investment is less than its cost basis.

Step 2: Evaluate whether an impairment is other than temporary.

Step 3: If the impairment is other than temporary, recognize an impairment loss equal to the difference between the investment's cost and its fair value.

On September 30, 2004, the FASB issued FASB Staff Position No. EITF Issue 03-1-1 ("FSP EITF 03-1-1"), "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, 'The Meaning of Other Than Temporary Impairment and Its Application to Certain

7
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

Investments,'" which delayed EITF 03-1's original effective date of July 1, 2004 for the paragraphs of the guidance surrounding steps two and three of the impairment model introduced. The delay is in effect until a final consensus can be reached on such guidance. Despite the delay of the implementation of steps two and three, other than temporary impairments are still to be recognized as required by existing guidance.

Earlier consensus reached by the EITF on this issue required that certain quantitative and qualitative disclosures be made for unrealized losses on debt and equity securities that have not been recognized as other than temporary impairments. These disclosures were adopted by the Company, effective December 31, 2003, and included in the Investments footnote of the Notes to Financial Statements included in the Company's December 31, 2003 Form 10-K. In addition to the disclosure requirements adopted by the Company effective December 31, 2003, the final consensus of EITF 03-1 reached in March 2004 included additional disclosure requirements that are effective for annual financial statements for fiscal years ending after June 15, 2004.

New Accounting Pronouncements

In September 2004, the AICPA issued Technical Practice Aid 6300.05-6300.08 "Q&As Related to the Implementation of SOP 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts" (the "TPA"). The TPA provides additional guidance regarding certain implicit assessments that may be used in testing of the base mortality function on contracts, which is performed to determine whether additional liabilities are required in conjunction with SOP 03-1. In addition, the TPA provides additional guidance surrounding the allowed level of aggregation of additional liabilities determined under the SOP. The Company is currently evaluating the impact of the TPA and anticipates it will have no impact on the Company's financial position, results of operations or cash flows.

Deferred Policy Acquisition Costs and Value of Business Acquired

Deferred Policy Acquisition Costs ("DAC") is an asset, which represents certain costs of acquiring certain insurance business, which are deferred and amortized. These costs, all of which vary with and are primarily related to the production of new and renewal business, consist principally of commissions, certain underwriting and contract issuance expenses, and certain agency expenses. Value of business acquired ("VOBA") is an asset, which represents the present value of estimated net cash flows embedded in the Company's contracts, which existed at the time the Company was acquired by ING. DAC and VOBA are evaluated for recoverability at each balance sheet date and these assets would be reduced to the extent that gross profits are inadequate to recover the asset.

The amortization methodology varies by product type based upon two accounting standards: FAS No. 60, "Accounting and Reporting by Insurance Enterprises" ("FAS No.

8
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

60") and FAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and Realized Gains and Losses from the Sale of Investments" ("FAS No. 97").

Under FAS No. 60, acquisition costs for traditional life insurance products, which primarily include whole life and term life insurance contracts, are amortized over the premium payment period in proportion to the premium revenue recognition.

Under FAS No. 97, acquisition costs for universal life and investment-type products, which include universal life policies and fixed and variable deferred annuities, are amortized over the life of the blocks of policies (usually 25 years) in relation to the emergence of estimated gross profits from surrender charges, investment margins, mortality and expense margins, asset-based fee income, and actual realized gains (losses) on investments. Amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.

VOBA activity for the nine month periods ended September 30, 2004 and 2003 was as follows:

(Millions)

2004

2003

Balance at December 31

$                 31.6

$                 34.2

Interest accrued at 5% - 7%

                      1.3

                      1.8

Amortization

                    (4.9)

                    (3.6)

Adjustment for unrealized gain (loss)

                      0.7

                    (0.3)

Balance at September 30

$                 28.7

$                 32.1

Separate Accounts

Separate Account assets and liabilities generally represent funds maintained to meet specific investment objectives of contractholders who bear the investment risk, subject, in limited cases, to minimum guaranteed rates. Investment income and investment gains and losses generally accrue directly to such contractholders. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company.

Separate Account assets supporting variable options under universal life and annuity contracts are invested, as designated by the policyholder or participant (who bears the investment risk subject, in limited cases, to minimum guaranteed rates) under a contract in shares of mutual funds which are managed by the Company, or in other selected mutual funds not managed by the Company.

9
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

Separate Account assets and liabilities are carried at fair value and shown as separate captions in the Condensed Balance Sheets. Deposits, investment income and net realized and unrealized capital gains and losses of the Separate Accounts are not reflected in the Condensed Financial Statements (with the exception of realized and unrealized capital gains and losses on the assets supporting the guaranteed interest option). The Condensed Statements of Cash Flows do not reflect investment activity of the Separate Accounts.

Assets and liabilities of separate account arrangements that do not meet the criteria in SOP 03-1 for separate presentation in the Condensed Balance Sheets (those arrangements supporting the guaranteed interest option), and revenues and expenses related to such arrangements, were reclassified to the general account on January 1, 2004, in accordance with the SOP requirements.

Additional Insurance Benefits and Minimum Guarantees

Under SOP 03-1, the Company calculates an additional liability (the "SOP reserve") for certain guaranteed benefits in order to recognize the expected value of death benefits in excess of the projected account balance over the accumulation period based on total expected assessments.

The SOP reserve calculated is the minimum guaranteed death benefits ("MGDB") reserve and is determined each period by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used to adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. The following assumptions and methodology were used to determine the MGDB SOP reserve at September 30, 2004:

Area

Assumptions/Basis for Assumptions

Data used

Based on 101 investment performance scenarios stratified based on

10,000 random generated scenarios

Mean investment performance

8.5%

Volatility

18.0%

Mortality

60.0% of the 90-95 ultimate mortality table

Lapse rates

Vary by contract type and duration; range between 1.0% and 40.0%

Discount rates

6.5%, based on the portfolio earned rate of the general account

10
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)

As of September 30, 2004, the separate account liability subject to SOP 03-1 for minimum guaranteed benefits and the additional liability recognized related to minimum guarantees is $496.5 million and $0.2 million, respectively. During the nine months ended September 30, 2004, there were no incurred guaranteed benefits or paid guaranteed benefits. The net amount at risk (net of reinsurance) and the weighted average attained age of contractholders is $7.5 million and 72, respectively, as of September 30, 2004.

The aggregate fair value of equity securities (including mutual funds) supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of September 30, 2004 is $496.5 million.

Income Taxes

The Company's effective tax rates for the three months ended September 30, 2004 and 2003 were (4.3)% and 26.7%, respectively. Effective tax rates for the nine months ended September 30, 2004 and 2003 were 15.1% and 21.7%, respectively. The decrease in effective rates for both the three and nine months ended September 30, 2004, is primarily due to the tax benefit associated with the settlement of the 1998-2000 IRS audit. The benefit, which relates primarily to the separate account dividends received deduction, reduced the three month and nine month year over year effective rates by 37.5% and 15.3%, respectively. Additionally, the prior year nine months results include an increase in tax due to a non-recurring prior year refinement of the deferred tax balance.

Commitments and Contingent Liabilities
Litigation

The Company is a party to threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation, suits against the Company sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance and established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a materially adverse effect on the Company's operations or financial position.

11
ING Insurance Company of America

(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

Notes to Condensed Financial Statements (Unaudited)
Reclassification and Changes to Prior Year Presentation

Certain reclassifications have been made to prior year quarterly financial information as stated in the Company's 2003 Form 10-K to conform to the current year classifications.

The changes were made to the 2003 classification of MGDB excess claims, which previously were included as a reduction to fee income. These changes had no impact on net income or shareholder's equity of the Company. The following summarizes the change in classification to each financial statement line item (in millions):

Previously

Restated

Three months ended March 31, 2003

Reported 2003

Adjustment

2003

Fee income

$                1.9

$                0.6

$                2.5

Total revenue

                   4.7

                   0.6

                   5.3

Interest credited and other benefits to policyholders

                   1.8

                   0.6

                   2.4

Total expense

                   4.5

                   0.6

                   5.1

Previously

Restated

Six Months ended June 30, 2003

Reported 2003

Adjustment

2003

Fee income

$                3.6

$                1.7

$                5.3

Total revenue

                   9.7

                   1.7

                 11.4

Interest credited and other benefits to policyholders

                   2.1

                   1.7

                   3.8

Total expense

                   6.7

                   1.7

                   8.4

Previously

Restated

Nine Months ended September 30, 2003

Reported 2003

Adjustment

2003

Fee income

$                5.0

$                2.7

$                7.7

Total revenue

                 13.5

                   2.7

                 16.2

Interest credited and other benefits to policyholders

                   3.0

                   2.7

                   5.7

Total expense

                   7.5

                   2.7

                 10.2

Previously

Restated

Twelve Months ended December 31, 2003

Reported 2003

Adjustment

2003

Fee income

$                6.7

$                3.0

$                9.7

Total revenue

                 15.6

                   3.0

                 18.6

Interest credited and other benefits to policyholders

                   0.3

                   3.0

                   3.3

Total expense

                   7.3

                   3.0

                 10.3

12

VARIABLE ANNUITY ACCOUNT I
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)

Financial Statements:

(1)

Incorporated by reference in Part A:
Condensed Financial Information

(1)(a)

Condensed Financial Information for period ended September 30, 2004 included in
Part A

(2)

Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account I:

-

Report of Independent Auditors

-

Statement of Assets and Liabilities as of December 31, 2003

-

Statement of Operations for the year ended December 31, 2003

-

Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002

-

Notes to Financial Statements

Financial Statements of ING Insurance Company of America:

-

Report of Independent Auditors

-

Income Statements for the years ended December 31, 2003, 2002 and 2001

-

Balance Sheets as of December 31, 2003 and 2002

-

Statements of Changes in Shareholder's Equity for the years ended December 31, 2003, 2002 and 2001

-

Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001

-

Notes to Financial Statements

(2)(a)

Unaudited Financial Statements of Variable Annuity Account I included in Part B

-

Unaudited Statements of Assets and Liabilities as of September 30, 2004

-

Unaudited Statements of Operations for the nine months ended September 30, 2004

-

Unaudited Statements of Changes in Net Assets for the nine months ended September 30, 2004 and 2003

-

Notes to Unaudited Financial Statements

Unaudited Financial Statements of ING Insurance Company of America included in Part B

-

Unaudited Condensed Statements of Income for the three months ended September 30, 2004 and 2003, and for the nine months ended September 30, 2004 and 2003

-

Unaudited Condensed Balance Sheets as of September 30, 2004 and December 31, 2003

-

Unaudited Condensed Statements of Changes in Shareholder's Equity for the nine months ended September 30, 2004 and 2003

-

Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2004 and 2003

-

Notes to Unaudited Condensed Financial Statements

(b)

Exhibits

(1)

Resolution establishing Variable Annuity Account I · Incorporated by reference to Registration Statement on Form N-4 (File No. 33-59749), as filed on June 1, 1995.

(2)

Not Applicable

(3.1)

Selling Agreement · Incorporated by reference to Registration Statement on Form N-4 (File No. 33-59749), as filed on June 1, 1995.

(3.2)

Principal Underwriting Agreement between Aetna Insurance Company of America and Aetna Investment Services, LLC effective as of November 17, 2000 · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

(4.1)

Variable Annuity Contract (G2-CDA-99(TORP)FL) · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.

(4.2)

Certificate (GTCC2-99(TORP)FL) to Variable Annuity Contract
G2-CDA-99(TORP)FL · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.

(4.3)

Endorsement EEGTRRA2(01) to Contract G2-CDA-99(TORP)FL and Contract Certificate GTCC2-99(TORP)FL · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(4.4)

Endorsement ENMCHG2(05/02) to contracts G2-CDA-99(TORP)(FL) and certificate GTCC2-99(TORP)(FL) · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(4.5)

Endorsement E-LOAN2TORP(1/02) to Contract G2-CDA-99(TORP)FL and Certificate GTCC2-99(TORP)FL · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(5)

Variable Annuity Contract Application 300-MOP-02 FL-IICA

(6.1)

Restated Certificate of Incorporation (amended and restated as of January 1, 2002) of ING Insurance Company of America (formerly Aetna Insurance Company of America) · Incorporated by reference to ING Insurance Company of America annual report on Form 10K (File No. 33-81010), as filed on March 28, 2002.

(6.2)

By-laws (restated as of January 1, 2002) of ING Insurance Company of America (formerly Aetna Insurance Company of America) · Incorporated by reference to ING Insurance Company of America annual report on Form 10K (File No. 33-81010), as filed on March 28, 2002.

(7)

Not Applicable

(8.1)

Fund Participation Agreement dated November 1, 1999 by and among Aetna Insurance Company of America, AIM Variable Insurance Funds and A I M Distributors, Inc. · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.

(8.2)

First Amendment dated as of November 17, 2000 to Participation Agreement dated as of November 1, 1999 by and among Aetna Insurance Company of America, AIM Variable Insurance Funds (formerly AIM Variable Insurance Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 16, 2001.

(8.3)

Service Agreement dated November 1, 1999 between Aetna Insurance Company of America and AIM Advisors, Inc. · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.

(8.4)

First Amendment dated October 1, 2000 to Service Agreement dated November 1, 1999 between Aetna Insurance Company of America and AIM Advisors, Inc. · Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 16, 2001.

(8.5)

Amendment dated as of July 12, 2002 to Fund Participation Agreement dated November 1, 1999, as amended on November 17, 2000 among AIM Variable Insurance funds (Formerly AIM Variable Insurance Funds, Inc.), AIM Distributors, Inc., Aetna Insurance Company of America and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 14, 2004.

(8.6)

Fund Participation Agreement dated as of May 1, 1998 between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc., on behalf of each of its series and Aeltus Investment Management · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.7)

Amendment No. 1 dated as of May 1, 2000 to Fund Participation Agreement dated as of May 1, 1998 between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc., on behalf of each of its series and Aeltus Investment Management · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.8)

Amendment No. 2 dated June 26, 2001 to Fund Participation Agreement dated as of May 1, 1998, as amended on May 1, 2000 between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc., on behalf of each of its series and Aeltus Investment Management · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 14, 2004.

(8.9)

Service Agreement dated May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.10)

First Amendment dated as of May 1, 2000 to Service Agreement dated May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.11)

Second Amendment dated as of June 26, 2001 to Service Agreement dated May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 14, 2004.

(8.12)

Fund Participation Agreement dated December 1, 1997 among Calvert Responsibly Invested Balanced Portfolio, Calvert Asset Management Company, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 33-59749), as filed on February 13, 1998.

(8.13)

Service Agreement dated December 1, 1997 between Calvert Asset Management Company, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.14)

Fund Participation Agreement dated October 20, 1995 among Aetna Insurance Company of America, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 22, 1996.

(8.15)

First Amendment dated as of May 1, 1997 to Fund Participation Agreement dated October 20, 1995 among Aetna Insurance Company of America, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.16)

Fund Participation Agreement dated October 20, 1995 among Aetna Insurance Company of America, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 22, 1996.

(8.17)

First Amendment dated as of May 1, 1997 to Fund Participation Agreement dated October 20, 1995 among Aetna Insurance Company of America, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 18, 2000.

(8.18)

Service Agreement effective as of June 1, 2002 by and between Fidelity Investments Institutional Operations Company, Inc. and ING Financial Advisers, LLC · Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 5, 2004.

(8.19)

Service Contract effective as of June 1, 2002 by and between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 5, 2004.

(8.20)

Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.

(8.21)

Amendment dated January 2, 2002 to Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 11, 2002.

(8.22)

Second Amendment dated as of December 10, 2003 to Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

(8.23)

Administrative Services Agreement dated as of July 20, 2001 by and between Franklin Templeton Services, LLC and Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

(8.24)

Form of Fund Participation Agreement between ING Investors Trust and ING Insurance Company of America

(8.25)

Fund Participation Agreement dated December 8, 1997 among Janus Capital Corporation, Aetna Insurance Company of America and Janus Aspen Series · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-87131), as filed on September 15, 1999.

(8.26)

Amendment dated October 12, 1998 to Fund Participation dated December 8, 1997 Agreement among Janus Capital Corporation, Aetna Insurance Company of America and Janus Aspen Series · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-87131), as filed on September 15, 1999.

(8.27)

Amendment dated August 1, 2000 to Fund Participation Agreement dated December 8, 1997 among Janus Capital Corporation, Aetna Insurance Company of America and Janus Aspen Series · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

(8.28)

Letter Agreement dated December 7, 2001 between Janus and Aetna Insurance Company of America reflecting evidence of a new Fund Participation Agreement with the same terms as the current Fund Participation Agreement except with a new effective date of March 28, 2002 · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.29)

Service Agreement dated as of December 8, 1997 between Janus Capital Corporation and Aetna Insurance Company of America · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-87131), as filed on September 15, 1999.

(8.30)

First Amendment dated as of August 1, 2000 to Service Agreement dated as of December 8, 1997 between Janus Capital Corporation and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

(8.31)

Distribution and Shareholder Service Agreement (Service Shares) dated as of August 1, 2000 between Janus Distributors, Inc. and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 13, 2000.

(8.32)

Letter Agreement dated October 19, 2001 between Janus and Aetna Insurance Company of America reflecting evidence of a new Distribution and Shareholder Service Agreement with the same terms as the current Distribution and Shareholder Service Agreement except with a new effective date of March 28, 2002 · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.33)

Fund Participation Agreement dated as of July 20, 2001 between Lord Abbett Series Fund, Inc. and Aetna Insurance Companyof America · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.34)

Service Agreement dated as of July 20, 2001 between Lord Abbett & Co. and Aetna Insurance Companyof America · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.35)

Fund Participation Agreement dated April 1, 1997 between Aetna Insurance Company of America, Oppenheimer Variable Account Funds and Oppenheimer Fund, Inc. · Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 16, 1997.

(8.36)

Service Agreement dated April 1, 1997 between Aetna Insurance Company of America and Oppenheimer Funds, Inc. · Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 16, 1997.

(8.37)

Participation Agreement dated as of May 1, 2001 among Aetna Insurance Company of America, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc. · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.38)

Amendment dated August 30, 2002 between ING Insurance Company of America, ING Variable Products Trust (formerly known as Pilgrim Variable Products Trust) and ING Funds Distributor to Fund Participation Agreement dated May 1, 2001 · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 15, 2003.

(8.39)

Administrative and Shareholder Services Agreement dated April 1, 2001 between ING Funds Services, LLC and ING Insurance Company of America (Administrator for ING Variable Products Trust) · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 15, 2003.

(8.40)

Participation Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust, PIMCO Advisors and Distributors, LLC

(8.41)

Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America (Administrative)

(8.42)

Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America

(8.43)

Fund Participation Agreement dated as of July 1, 2001 between Pioneer Variable Contracts Trust and Aetna Insurance Company of America, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.44)

Participation Agreement dated as of December 5, 2001 among Portfolio Partners, Inc., Aetna Life Insurance and Annuity Company, Aetna Investment Services, LLC and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.45)

Amendment dated as of March 5, 2002 to Participation Agreement dated as of December 5, 2001 by and between Portfolio Partners, Inc., Aetna Life Insurance and Annuity Company, Aetna Investment Services, LLC and Aetna Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.46)

Amendment dated May 1, 2003 between ING Partners, INC., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC and ING Insurance Company of America to the Participation Agreement dated as of December 5, 2001 and subsequently amended on March 5, 2002 · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 15, 2003.

(8.47)

Amendment dated November 1, 2004 to the Participation Agreement between ING Partners, INC., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC dated as of November 28, 2001 and subsequently amended on March 5, 2002 and May 1, 2003 · Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.

(8.48)

Shareholder Servicing Agreement (Service Class Shares) dated as May 1, 2002 between Portfolio Partners, Inc. and Aetna Insurance Company of America (to be renamed ING Insurance Company of America) · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 17, 2002.

(8.49)

Amendment dated May 1, 2003 by and between ING Partners, Inc. and ING Insurance Company of America to the Shareholder Servicing Agreement (Service Class Shares) dated May 1, 2002 · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 15, 2003.

(8.50)

Amendment dated November 1, 2004 to the Shareholder Servicing Agreement (Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity Company dated November 27, 2001, as amended on March 5, 2002 and May 1, 2003 · Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.

(8.51)

Fund Participation Agreement dated as of May 1 2004 between Columbia Advisers Trust, Columbia Wanger Asset Management LP, and ING Insurance Company of America (Wanger Funds) · Incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.

(8.52)

Service Agreement with Investment Adviser dated as of May 1, 2004 between Columbia Wanger Asset Management, LP ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company. · Incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.

(8.53)

(Retail) Fund Participation Agreement dated as of April 30, 2003 among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, American Funds Insurance Series and Capital Research and Management Company · Incorporated by Reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-6, File Number 333-105319 for SelectHLife Variable Account of ReliaStar Life Insurance Company, as filed on July 17, 2003.

(8.54)

(Retail) Business Agreement dated April 30, 2003 by and among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, ING American Equities, Inc., Directed Services, Inc., American Funds Distributors, Inc. and Capital Research and Management Company · Incorporated by Reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-6, File Number 333-105319 for SelectHLife Variable Account of ReliaStar Life Insurance Company, as filed on July 17, 2003.

(8.55)

(Retail) Master Shareholder Services Agreement effective as of August 28, 2000 among Franklin Templeton Distributors, Inc. Franklin Templeton Investor Services, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-109860), as filed on December 30, 2003.

(8.56)

(Retail) Amendment dated November 21, 2000 to Master Shareholder Services Agreement effective as of August 28, 2000 among Franklin Templeton Distributors, Inc., Franklin Templeton Investor Services, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-109860), as filed on December 30, 2003.

(8.57)

(Retail) Third Amendment effective as of February 1, 2002 to Master Shareholder Services Agreement effective as of August 28, 2000 among Franklin Templeton Distributors, Inc., Franklin Templeton Investor Services, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-109860), as filed on December 30, 2003.

(8.58)

(Retail) Selling and Services Agreement and Fund Participation Agreement dated as of May7, 2004 between Hibernia, ING Life Insurance and Annuity Company and ING Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.

(8.59)

(Retail) Supplement to Selling and Services Agreement and Fund Participation Agreement dated as of May7, 2004 between Hibernia, ING Life Insurance and Annuity Company and ING Insurance Company of America · Incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.

(8.60)

(Retail) Participation Agreement dated as of August 8, 2000 between Aetna Insurance Company of America and PAX World Balanced Fund, Inc. · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 14, 2004.

(8.61)

(Retail) Participation Agreement dated as of August 15, 2000 between Aetna Insurance Company of America, OppenheimerFunds Distributor, and OppenheimerFunds Services · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 333-87131), as filed on April 14, 2004.

(8.62)

Sample Administrative Service Agreement · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 22, 1996.

(9)

Opinion and Consent of Counsel

(10)

Consent of Independent Registered Public Accounting Firm

(11)

Not applicable

(12)

Not applicable

(13.1)

Powers of Attorney · Incorporated herein by reference to Registration Statement on Form N-4 for Separate Account N of ReliaStar Life Insurance Company, as filed with the Securities and Exchange Commission on November 19, 2004 (File Nos. 333-120636, 811-09002).

(13.2)

Certificate of Resolution Authorizing Signatures · Incorporated by reference to Registration Statement on Form N-4 (File No. 33-59749), as filed on June 1, 1995.

Item 25. Directors and Officers of the Depositor*

Name and Principal
Business Address

Positions and Offices with
Depositor

Keith Gubbay¹

Director

Thomas Joseph McInerney¹

Director

Kathleen Ann Murphy¹

Director

Catherine H. Smith²

Director

Jacques de Vaucleroy¹

Director and Senior Vice President

David A. Wheat¹

Director, Senior Vice President and Chief Financial Officer

Brian D. Comer²

President

Sue A.Collins²

Senior Vice President

Robert L. Francis
6140 Stonehedge Mall Rd., Ste. 375
Pleasanton, California 94588

Senior Vice President

Shaun Patrick Mathews²

Senior Vice President

Stephen Joseph Preston³

Senior Vice President

Boyd George Combs¹

Senior Vice President, Tax

James G. Auger²

Vice President

Linda Beblo³

Vice President

Jeoffrey A. Block⁴

Vice President

Kevin P. Brown²

Vice President

Elizabeth A. Clifford³

Vice President

Patricia Marie Corbett⁴

Vice President

Terrence O. Davis³

Vice President

Robert B. DiMartino²

Vice President

Shari Ann Enger³

Vice President

Julie A. Foster⁴

Vice President

Steven J. Haun⁴

Vice President

Ronald Christian Hull²

Vice President

Frederick C. Litow¹

Vice President

Thomas A. Lutter³

Vice President

Todd E. Nevenhoven⁴

Vice President

Peg O. Norris³

Vice President

Matthew J. Rider³

Vice President

Eric Steelman³

Vice President

Laurie M. Tillinghast²

Vice President

Barry G. Ward¹

Vice President

Christopher Robert Welp⁴

Vice President

Mary Broesch³

Vice President and Actuary

Bruce T. Campbell²

Vice President and Actuary

Richard Lau³

Vice President and Actuary

Mark D. Sperry²

Vice President and Actuary

Alice Su³

Vice President and Actuary

Lawrence D. Taylor⁵

Vice President and Actuary

Albert J. Zlogar³

Vice President and Appointed Actuary

Stephen A. Steinberg³

Vice President and Appointed Actuary

Roger W. Fisher¹

Vice President Chief Accounting System

Therese M. Squillacote²

Vice President and Compliance Officer

David Scott Pendergrass¹

Vice President and Treasurer

Dawn Peck¹

Vice President, Assistant Treasurer

Ira Braunstein¹

Vice President, Investments

Robert P. Browne¹

Vice President, Investments

Daniel J. Foley¹

Vice President, Investments

Christopher P. Lyons¹

Vice President, Investments

Gregory G. McGreevey¹

Vice President, Investments

Maurice Melvin Moore¹

Vice President, Investments

Joseph J. Elmy²

Vice President, Tax

Paula Cludray-Engelke⁶

Secretary

Jane A. Boyle²

Assistant Secretary

Diana R. Cavender⁶

Assistant Secretary

Linda H. Freitag¹

Assistant Secretary

Daniel F. Hinkel¹

Assistant Secretary

William H. Hope, III¹

Assistant Secretary

Joseph D. Horan¹

Assistant Secretary

Rita J. Kummer¹

Assistant Secretary

Krystal L. Ols⁶

Assistant Secretary

Loralee Ann Renelt⁶

Assistant Secretary

Carol Semplice²

Assistant Secretary

Linda Ellen Senker³

Assistant Secretary

Patricia M. Smith²

Assistant Secretary

Edwina Steffer⁶

Assistant Secretary

John F. Todd²

Assistant Secretary

Glenn Allan Black¹

Tax Officer

Terry L. Owens¹

Tax Officer

James Taylor¹

Tax Officer

*

These individuals may also be directors and/or officers of other affiliates of the Company.

1

The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

4

The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.

5

The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203.

6

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9, 2004.

Item 27. Number of Contract Owners

As of December 31, 2004, there were 11,548 individuals holding interests in variable annuity contracts funded through Variable Annuity Account I.

Item 28. Indemnification

Florida Statutes chapter 607.0850 governs the indemnification of officers, directors, employees and agents of a Florida corporation. Section 607.0850(1) provides that a corporation shall have power to indemnify a person who was or is a party to a proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that the person who is or was a director, officer, employee or agent of the corporation (or in certain other defined circumstances) against liability (defined as obligations to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to any employee benefit plan, and expenses actually and reasonably incurred with respect to the proceeding). Section 607.0850(2) provides that a corporation may indemnify a person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason that the person is or was connected to the corporation as noted in subsection (1) against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal. Indemnification under both subsection (1) and (2) is subject to a determination that the person seeking indemnification has met the standard of conduct set forth in the applicable subsection. However, pursuant to section 607.0850(3), to the extent that the person seeking indemnification has been successful on the merits or otherwise in defense of any proceeding, claim or issue referred to in subsection (1) or (2), that person shall be indemnified against expenses that he or she actually and reasonably incurred. Expenses incurred by an officer or director in defending any civil or criminal proceeding may be paid in advance of the final disposition of the proceeding, provided that such person undertakes to repay any such amount if he or she is ultimately found not to be entitled to indemnification pursuant to section 607.0850. Expenses incurred by other employees and agents may be advanced upon such terms and conditions deemed appropriate by the board of directors.

Section 607.0850(4) provides that any indemnification under subsection (1) or (2), unless made pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that that indemnification is proper in the circumstances because the party has met the applicable standard of conduct set forth in subsection (1) or (2). Such determination may be made (a) by the disinterested directors, pursuant to section 607.0850(4)(a); (b) by a committee duly designated by the board of directors, pursuant to section 607.0850(4)(b); (c) by independent legal counsel, pursuant to section 607.0850(4)(c); or (d) by the shareholders, pursuant to section 607.0850(4)(d). The reasonableness of expenses and authorization of indemnification shall be made in the same manner, except as otherwise required by section 607.0850(5).

The indemnification and advancement of expenses provisions of section 607.0850 are not exclusive, and a corporation may make other or further provisions for the indemnification or advancement of expenses of parties identified in section 607.0850(1), except as otherwise prohibited by section 607.0850(7). Indemnification and advancement of expenses may also be ordered by a court of competent jurisdiction, pursuant to section 607.0850(9). Section 607.0850(12) specifically authorizes a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with this statute, ING Groep N.V. maintains an umbrella insurance policy with an international insurer to cover errors and omissions, directors and officers, employment practices, fiduciary and fidelity. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling interest of 50% or more. This would encompass the principal and underwriter as well as the depositor.

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement provides that ING Financial Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of ING Financial Advisers, LLC as long as he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.

Item 29. Principal Underwriter

(a)

In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable Annuity Account B of ILIAC, Variable Annuity Account C of ILIAC, and Variable Annuity Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (ii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a management investment company registered under the1940 Act).

(b)

The following are the directors and officers of the Principal Underwriter:

Name and Principal
Business Address

Positions and Offices with
Principal Underwriter

Ronald R. Barhorst
7676 Hazard Ctr. Dr.
San Diego, CA 92108

Director and President

Robert L. Francis¹

Director and Senior Vice President

Shaun Patrick Mathews²

Director and Senior Vice President

Boyd George Combs³

Senior Vice President, Tax

Susan J. Stamm²

Chief Financial Officer

Maryellen R. Allen²

Vice President

Douglas J. Ambrose¹

Vice President

Louis E. Bachetti
581 Main Street, 4th Fl.
Woodbridge, NJ 07095

Vice President

Pamela Mulvey Barcia²

Vice President

Robert H. Barley²

Vice President

David A. Brounley²

Vice President

Brian D. Comer²

Vice President

Keith J. Green³

Vice President

Brian K. Haendiges²

Vice President

Bernard P. Heffernon
10740 Nall Ave., Ste. 120
Overland Park, KS 66211

Vice President

William S. Jasien⁴

Vice President

David Kelsey²

Vice President

Mary Ann Langevin²

Vice President

Christina Lareau²

Vice President

Katherine E. Lewis
2675 N Mayfair Road, Ste. 501
Milwaukee, WI 53226

Vice President

Susan J. K. Lewis
16530 Ventura Blvd., Ste. 600
Encino, CA 91436

Vice President

David J. Linney
2900 N. Loop W., Ste. 180
Houston, TX 77092

Vice President

Frederick C. Litow³

Vice President

Mark R. Luckinbill
2841 Plaza Place, Ste. 210
Raleigh, NC 27612

Vice President

Richard T. Mason
440 S. Warren St., Ste. 702
Syracuse, NY 13202

Vice President

Scott T. Neeb¹

Vice President

Ethel Pippin²

Vice President

Mary Kathleen Reid²

Vice President

Deborah Rubin⁴

Vice President

Frank W. Snodgrass
150 4th Ave., N., Ste. 410
Nashville, TN 37219

Vice President

Terran Titus²

Vice President

Bess B. Twyman²

Vice President

S. Bradford Vaughan, Jr.
601 Union St., Ste. 810
Seattle, WA 98101

Vice President

Judeen T. Wrinn²

Vice President

Therese M. Squillacote²

Vice President and Chief Compliance Officer

David Scott Pendergrass¹

Vice President and Treasurer

Joseph Elmy²

Vice President, Tax

Paula Cludray-Engelke⁵

Secretary

Loralee Ann Renelt⁵

Assistant Secretary

John F. Todd²

Assistant Secretary

Robert J. Scalise²

Assistant Treasurer

Glenn Allan Black³

Tax Officer

G. Michael Fell³

Tax Officer

Terry L. Owens³

Tax Officer

James Taylor³

Tax Officer

1

The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

4

The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.

5

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

(c)

Compensation to Principal Underwriter:

(1)

(2)

(3)

(4)

(5)

Name of
Principal Underwriter

Net Underwriting Discounts and Commissions

Compensation on Redemption or Annuitization

Brokerage Commissions

Compensation*

ING Financial Advisers, LLC

$18,830.77

*

Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuities issued by Variable Annuity Account I of ING Insurance Company of America during 2004.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by ING Insurance Company of America at 151 Farmington Avenue, Hartford, Connecticut 06156 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.

Item 31. Management Services

Not applicable

Item 32. Undertakings

Registrant hereby undertakes:

(a)

to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;

(b)

to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and

(c)

to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.

The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language covering withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code, See American Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 1235221 *13 (S.E.C.)].

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ING Insurance Company of America represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Annuity Account I of ING Insurance Company of America, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-87131) and has duly caused this Post-Effective Amendment to be signed on its behalf in the City of Hartford, and State of Connecticut, on the 9th day of March, 2005.

VARIABLE ANNUITY ACCOUNT I OF
ING INSURANCE COMPANY OF AMERICA

(Registrant)

By

ING INSURANCE COMPANY OF AMERICA

(Depositor)

By

Brian Comer*

Brian Comer
President

As required by the Securities Act of 1933, this Post-Effective Amendment No. 8 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

Brian Comer*

President

)

Brian Comer

(principal executive officer)

)

)

Thomas J. McInerney*

Director

)

March

Thomas J. McInerney

)

9, 2005

)

Kathleen A. Murphy*

Director

)

Kathleen A. Murphy

)

)

Catherine H. Smith*

Director

)

Catherine H. Smith

)

)

Jacques de Vaucleroy*

Director

)

Jacques de Vaucleroy

)

)

David A. Wheat*

Director and Chief Financial Officer

)

David A. Wheat

)

)

Roger Fisher*

Chief Accounting Officer

)

Roger Fisher

)

By:

/s/ Michael A. Pignatella

Michael A. Pignatella
*Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT I
EXHIBIT INDEX

Exhibit No.

Exhibit

99-B.5

Variable Annuity Contract Application 300-MOP-02 FL-IICA

99-B.8.24

Form of Fund Participation Agreement between ING Investors Trust and ING Insurance Company of America

99-B.8.40

Participation Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust, PIMCO Advisors and Distributors, LLC

99-B.8.41

Services Agreement (administrative) dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America

99-B.8.42

Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America

99-B.9

Opinion and Consent of Counsel

99-B.10

Consent of Independent Registered Public Accounting Firm

Current Name		Former Name
Federated Insurance Series:		Federated Insurance Series:
	Federated Mid Cap Growth Strategies		Federated Growth Strategies
ING VP Intermediate Bond		ING VP Bond
ING Partners, Inc.:		ING Partners, Inc.:
	ING JP Morgan International		ING JP Morgan Fleming International
	ING UBS U.S. Large Cap Equity		ING MFS Research and Equity
MFS® Variable Insurance Trust:		MFS® Variable Insurance Trust:
	MFS® Strategic Income		MFS® Global Governments

		Nine months ended September 30
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars In Thousands)
AIM Variable Insurance Funds:
	AIM V.I. Capital Appreciation	$ 3	$ -	$ 3	$ -
	AIM V.I. Core Equity	287	269	391	86
	AIM V.I. Growth	260	327	185	41
	AIM V.I. Premier Equity	386	288	444	20
Alger American Funds:
	Alger American Balanced	56	264	15	233
	Alger American Income & Growth	42	333	11	186
	Alger American Leveraged AllCap	13	185	6	187
American Century® Investments:
	American Century® VP Balanced	3	60	6	101
	American Century® VP International	3	100	7	49
Calvert Social Balanced		108	117	138	37
Federated Insurance Series:
	Federated American Leaders	1,396	14,210	1,973	11,246
	Federated Capital Income	463	1,634	604	1,493
	Federated Equity Income	808	3,183	1,227	2,117
	Federated Fund for US Government Securities	417	1,494	646	2,324
	Federated High Income Bond	1,235	2,985	1,706	2,284
	Federated International Equity	143	2,271	156	2,396
	Federated Mid Cap Growth Strategies	133	3,842	442	2,991
	Federated Prime Money	1,401	2,342	1,552	3,145
Fidelity® Investments Variable Insurance
	Products Fund:
	Fidelity® VIP Asset Manager^SM	1,520	2,021	1,004	1,089
	Fidelity® VIP Contrafund®	3,661	4,936	3,871	5,024
	Fidelity® VIP Equity-Income	3,317	7,015	7,975	9,987
	Fidelity® VIP Growth	4,096	4,963	4,743	5,072
	Fidelity® VIP High Income	1,893	4,956	5,704	1,751
	Fidelity® VIP Index 500	2,920	6,350	5,103	5,359
	Fidelity® VIP Investment Grade Bond	46	195	39	77
	Fidelity® VIP Overseas	532	689	358	608
ING VP Balanced		2,603	1,859	2,519	1,644
ING VP Intermediate Bond		2,300	2,938	2,484	4,889
ING VP Emerging Markets		1	48	-	32
ING VP Money Market		16,440	18,260	34,053	43,967
ING VP Natural Resources		5	74	-	57

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense Ratio^B	Total Return^C
Division		(000's)	(lowest to highest)	(000's)	Ratio^A		(lowest to highest)	(lowest to highest)
AIM V.I. Capital Appreciation
	2004*	2	$7.40	$ 14	-	%	1.00%	-3.77%
	2003*	1	$6.90	10	-		1.00%	15.00%
	2002	1	$6.00	6	-		1.00%	-25.11%
	2001	1	$8.01	4	12.41		1.00% to 1.25%	-24.05%
	2000	-	$10.55	1	(a)		(a)	(a)
AIM V.I. Core Equity
	2004*	339	$7.58	2,576	-		1.00% to 1.25%	0.53%
	2003*	315	$6.82	2,155	-		1.00% to 1.25%	11.44%
	2002	265	$6.12	1,625	0.40		1.00%	-16.42%
	2001	174	$7.32	1,281	0.09		1.00% to 1.25%	-23.61%
	2000	-	$9.58	1	(a)		(a)	(a)
AIM V.I. Growth
	2004*	331	$4.93	1,632	-		1.00%	-2.76%
	2003*	336	$4.58	1,541	-		1.00%	17.14%
	2002	299	$3.91	1,170	-		1.00%	-31.66%
	2001	256	$5.71	1,463	0.43		1.00% to 1.25%	-34.56%
	2000	16	$8.73	140	(a)		(a)	(a)
AIM V.I. Premier Equity
	2004*	352	$6.54	2,300	-		1.00%	-3.25%
	2003*	328	$6.14	2,015	-		1.00%	12.45%
	2002	252	$5.46	1,374	0.41		1.00%	-30.95%
	2001	159	$7.91	1,257	4.22		1.00% to 1.25%	-13.44%
	2000	-	$9.13	2	(a)		(a)	(a)

			September 30,	December 31,
			2004	2003
			(Unaudited)
Assets
Investments:
	Fixed maturities, available for sale, at fair value (amortized
		cost of $193.6 at 2004 and $127.9 at 2003)	$ 198.2	$ 133.1
	Securities pledged (amortized cost of $0.7 at 2004)		0.7	-
Total investments			198.9	133.1
Cash and cash equivalents			5.9	4.8
Short term investments under securities loan agreement			0.7	-
Accrued investment income			1.6	1.3
Deferred policy acquisition costs			1.0	0.9
Value of business acquired			28.7	31.6
Other assets			2.8	20.3
Assets held in separate accounts			522.6	660.7
Total assets			$ 762.2	$ 852.7

Liabilities and Shareholder's Equity
Policy liabilities and accruals:
	Other policyholder's funds		$ 128.7	$ 86.6
Due to affiliates			2.7	0.6
Payables under securities loan agreement			0.7	-
Current income taxes			2.1	1.7
Deferred income taxes			8.0	7.9
Other liabilities			2.2	2.6
Liabilities related to separate accounts			522.6	660.7
Total liabilities			667.0	760.1

Shareholder's equity:
	Common stock (35,000 shares authorized, 25,500 issued and
		outstanding; $100 per share par value)	2.5	2.5
	Additional paid-in capital		181.2	181.2
	Accumulated other comprehensive income		0.3	2.2
	Retained deficit		(88.8)	(93.3)
Total shareholder's equity			95.2	92.6
Total liabilities and shareholder's equity			$ 762.2	$ 852.7

(Millions)	2004	2003
Balance at December 31	$ 31.6	$ 34.2
Interest accrued at 5% - 7%	1.3	1.8
Amortization	(4.9)	(3.6)
Adjustment for unrealized gain (loss)	0.7	(0.3)
Balance at September 30	$ 28.7	$ 32.1

Area		Assumptions/Basis for Assumptions
Data used		Based on 101 investment performance scenarios stratified based on
		10,000 random generated scenarios
Mean investment performance		8.5%
Volatility		18.0%
Mortality		60.0% of the 90-95 ultimate mortality table
Lapse rates		Vary by contract type and duration; range between 1.0% and 40.0%
Discount rates		6.5%, based on the portfolio earned rate of the general account

		Previously		Restated
Three months ended March 31, 2003		Reported 2003	Adjustment	2003

Fee income		$ 1.9	$ 0.6	$ 2.5
	Total revenue	4.7	0.6	5.3
Interest credited and other benefits to policyholders		1.8	0.6	2.4
	Total expense	4.5	0.6	5.1

		Previously		Restated
Six Months ended June 30, 2003		Reported 2003	Adjustment	2003

Fee income		$ 3.6	$ 1.7	$ 5.3
	Total revenue	9.7	1.7	11.4
Interest credited and other benefits to policyholders		2.1	1.7	3.8
	Total expense	6.7	1.7	8.4

		Previously		Restated
Nine Months ended September 30, 2003		Reported 2003	Adjustment	2003

Fee income		$ 5.0	$ 2.7	$ 7.7
	Total revenue	13.5	2.7	16.2
Interest credited and other benefits to policyholders		3.0	2.7	5.7
	Total expense	7.5	2.7	10.2

		Previously		Restated
Twelve Months ended December 31, 2003		Reported 2003	Adjustment	2003

Fee income		$ 6.7	$ 3.0	$ 9.7
	Total revenue	15.6	3.0	18.6
Interest credited and other benefits to policyholders		0.3	3.0	3.3
	Total expense	7.3	3.0	10.3

VARIABLE ANNUITY ACCOUNT I PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)	Financial Statements:
(1)		Incorporated by reference in Part A: Condensed Financial Information
(1)(a)		Condensed Financial Information for period ended September 30, 2004 included in Part A
(2)		Incorporated by reference in Part B: Financial Statements of Variable Annuity Account I:
-			Report of Independent Auditors
-			Statement of Assets and Liabilities as of December 31, 2003
-			Statement of Operations for the year ended December 31, 2003
-			Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002
-			Notes to Financial Statements
		Financial Statements of ING Insurance Company of America:
-			Report of Independent Auditors
-			Income Statements for the years ended December 31, 2003, 2002 and 2001
-			Balance Sheets as of December 31, 2003 and 2002
-			Statements of Changes in Shareholder's Equity for the years ended December 31, 2003, 2002 and 2001
-			Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
-			Notes to Financial Statements
(2)(a)		Unaudited Financial Statements of Variable Annuity Account I included in Part B
-			Unaudited Statements of Assets and Liabilities as of September 30, 2004
-			Unaudited Statements of Operations for the nine months ended September 30, 2004
-			Unaudited Statements of Changes in Net Assets for the nine months ended September 30, 2004 and 2003
-			Notes to Unaudited Financial Statements
		Unaudited Financial Statements of ING Insurance Company of America included in Part B
-			Unaudited Condensed Statements of Income for the three months ended September 30, 2004 and 2003, and for the nine months ended September 30, 2004 and 2003
-			Unaudited Condensed Balance Sheets as of September 30, 2004 and December 31, 2003
-			Unaudited Condensed Statements of Changes in Shareholder's Equity for the nine months ended September 30, 2004 and 2003
-			Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2004 and 2003
-			Notes to Unaudited Condensed Financial Statements

Item 25. Directors and Officers of the Depositor*
Name and Principal Business Address							Positions and Offices with Depositor
Keith Gubbay¹							Director
Thomas Joseph McInerney¹							Director
Kathleen Ann Murphy¹							Director
Catherine H. Smith²							Director
Jacques de Vaucleroy¹							Director and Senior Vice President
David A. Wheat¹							Director, Senior Vice President and Chief Financial Officer
Brian D. Comer²							President
Sue A.Collins²							Senior Vice President
Robert L. Francis 6140 Stonehedge Mall Rd., Ste. 375 Pleasanton, California 94588							Senior Vice President
Shaun Patrick Mathews²							Senior Vice President
Stephen Joseph Preston³							Senior Vice President
Boyd George Combs¹							Senior Vice President, Tax
James G. Auger²							Vice President
Linda Beblo³							Vice President
Jeoffrey A. Block⁴							Vice President
Kevin P. Brown²							Vice President
Elizabeth A. Clifford³							Vice President
Patricia Marie Corbett⁴							Vice President
Terrence O. Davis³							Vice President
Robert B. DiMartino²							Vice President
Shari Ann Enger³							Vice President
Julie A. Foster⁴							Vice President
Steven J. Haun⁴							Vice President
Ronald Christian Hull²							Vice President
Frederick C. Litow¹							Vice President
Thomas A. Lutter³							Vice President
Todd E. Nevenhoven⁴							Vice President
Peg O. Norris³							Vice President
Matthew J. Rider³							Vice President
Eric Steelman³							Vice President
Laurie M. Tillinghast²							Vice President
Barry G. Ward¹							Vice President
Christopher Robert Welp⁴							Vice President
Mary Broesch³							Vice President and Actuary
Bruce T. Campbell²							Vice President and Actuary
Richard Lau³							Vice President and Actuary
Mark D. Sperry²							Vice President and Actuary
Alice Su³							Vice President and Actuary
Lawrence D. Taylor⁵							Vice President and Actuary
Albert J. Zlogar³							Vice President and Appointed Actuary
Stephen A. Steinberg³							Vice President and Appointed Actuary
Roger W. Fisher¹							Vice President Chief Accounting System
Therese M. Squillacote²							Vice President and Compliance Officer
David Scott Pendergrass¹							Vice President and Treasurer
Dawn Peck¹							Vice President, Assistant Treasurer
Ira Braunstein¹							Vice President, Investments
Robert P. Browne¹							Vice President, Investments
Daniel J. Foley¹							Vice President, Investments
Christopher P. Lyons¹							Vice President, Investments
Gregory G. McGreevey¹							Vice President, Investments
Maurice Melvin Moore¹							Vice President, Investments
Joseph J. Elmy²							Vice President, Tax
Paula Cludray-Engelke⁶							Secretary
Jane A. Boyle²							Assistant Secretary
Diana R. Cavender⁶							Assistant Secretary
Linda H. Freitag¹							Assistant Secretary
Daniel F. Hinkel¹							Assistant Secretary
William H. Hope, III¹							Assistant Secretary
Joseph D. Horan¹							Assistant Secretary
Rita J. Kummer¹							Assistant Secretary
Krystal L. Ols⁶							Assistant Secretary
Loralee Ann Renelt⁶							Assistant Secretary
Carol Semplice²							Assistant Secretary
Linda Ellen Senker³							Assistant Secretary
Patricia M. Smith²							Assistant Secretary
Edwina Steffer⁶							Assistant Secretary
John F. Todd²							Assistant Secretary
Glenn Allan Black¹							Tax Officer
Terry L. Owens¹							Tax Officer
James Taylor¹							Tax Officer
*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
2	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
4	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
5	The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203.
6	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9, 2004.
Item 27. Number of Contract Owners
As of December 31, 2004, there were 11,548 individuals holding interests in variable annuity contracts funded through Variable Annuity Account I.
Item 28. Indemnification
Florida Statutes chapter 607.0850 governs the indemnification of officers, directors, employees and agents of a Florida corporation. Section 607.0850(1) provides that a corporation shall have power to indemnify a person who was or is a party to a proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that the person who is or was a director, officer, employee or agent of the corporation (or in certain other defined circumstances) against liability (defined as obligations to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to any employee benefit plan, and expenses actually and reasonably incurred with respect to the proceeding). Section 607.0850(2) provides that a corporation may indemnify a person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason that the person is or was connected to the corporation as noted in subsection (1) against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal. Indemnification under both subsection (1) and (2) is subject to a determination that the person seeking indemnification has met the standard of conduct set forth in the applicable subsection. However, pursuant to section 607.0850(3), to the extent that the person seeking indemnification has been successful on the merits or otherwise in defense of any proceeding, claim or issue referred to in subsection (1) or (2), that person shall be indemnified against expenses that he or she actually and reasonably incurred. Expenses incurred by an officer or director in defending any civil or criminal proceeding may be paid in advance of the final disposition of the proceeding, provided that such person undertakes to repay any such amount if he or she is ultimately found not to be entitled to indemnification pursuant to section 607.0850. Expenses incurred by other employees and agents may be advanced upon such terms and conditions deemed appropriate by the board of directors. Section 607.0850(4) provides that any indemnification under subsection (1) or (2), unless made pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that that indemnification is proper in the circumstances because the party has met the applicable standard of conduct set forth in subsection (1) or (2). Such determination may be made (a) by the disinterested directors, pursuant to section 607.0850(4)(a); (b) by a committee duly designated by the board of directors, pursuant to section 607.0850(4)(b); (c) by independent legal counsel, pursuant to section 607.0850(4)(c); or (d) by the shareholders, pursuant to section 607.0850(4)(d). The reasonableness of expenses and authorization of indemnification shall be made in the same manner, except as otherwise required by section 607.0850(5). The indemnification and advancement of expenses provisions of section 607.0850 are not exclusive, and a corporation may make other or further provisions for the indemnification or advancement of expenses of parties identified in section 607.0850(1), except as otherwise prohibited by section 607.0850(7). Indemnification and advancement of expenses may also be ordered by a court of competent jurisdiction, pursuant to section 607.0850(9). Section 607.0850(12) specifically authorizes a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with this statute, ING Groep N.V. maintains an umbrella insurance policy with an international insurer to cover errors and omissions, directors and officers, employment practices, fiduciary and fidelity. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling interest of 50% or more. This would encompass the principal and underwriter as well as the depositor. Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement provides that ING Financial Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of ING Financial Advisers, LLC as long as he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.
Item 29. Principal Underwriter
(a)			In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable Annuity Account B of ILIAC, Variable Annuity Account C of ILIAC, and Variable Annuity Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (ii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a management investment company registered under the1940 Act).
(b)			The following are the directors and officers of the Principal Underwriter:
Name and Principal Business Address						Positions and Offices with Principal Underwriter
Ronald R. Barhorst 7676 Hazard Ctr. Dr. San Diego, CA 92108						Director and President
Robert L. Francis¹						Director and Senior Vice President
Shaun Patrick Mathews²						Director and Senior Vice President
Boyd George Combs³						Senior Vice President, Tax
Susan J. Stamm²						Chief Financial Officer
Maryellen R. Allen²						Vice President
Douglas J. Ambrose¹						Vice President
Louis E. Bachetti 581 Main Street, 4th Fl. Woodbridge, NJ 07095						Vice President
Pamela Mulvey Barcia²						Vice President
Robert H. Barley²						Vice President
David A. Brounley²						Vice President
Brian D. Comer²						Vice President
Keith J. Green³						Vice President
Brian K. Haendiges²						Vice President
Bernard P. Heffernon 10740 Nall Ave., Ste. 120 Overland Park, KS 66211						Vice President
William S. Jasien⁴						Vice President
David Kelsey²						Vice President
Mary Ann Langevin²						Vice President
Christina Lareau²						Vice President
Katherine E. Lewis 2675 N Mayfair Road, Ste. 501 Milwaukee, WI 53226						Vice President
Susan J. K. Lewis 16530 Ventura Blvd., Ste. 600 Encino, CA 91436						Vice President
David J. Linney 2900 N. Loop W., Ste. 180 Houston, TX 77092						Vice President
Frederick C. Litow³						Vice President
Mark R. Luckinbill 2841 Plaza Place, Ste. 210 Raleigh, NC 27612						Vice President
Richard T. Mason 440 S. Warren St., Ste. 702 Syracuse, NY 13202						Vice President
Scott T. Neeb¹						Vice President
Ethel Pippin²						Vice President
Mary Kathleen Reid²						Vice President
Deborah Rubin⁴						Vice President
Frank W. Snodgrass 150 4th Ave., N., Ste. 410 Nashville, TN 37219						Vice President
Terran Titus²						Vice President
Bess B. Twyman²						Vice President
S. Bradford Vaughan, Jr. 601 Union St., Ste. 810 Seattle, WA 98101						Vice President
Judeen T. Wrinn²						Vice President
Therese M. Squillacote²						Vice President and Chief Compliance Officer
David Scott Pendergrass¹						Vice President and Treasurer
Joseph Elmy²						Vice President, Tax
Paula Cludray-Engelke⁵						Secretary
Loralee Ann Renelt⁵						Assistant Secretary
John F. Todd²						Assistant Secretary
Robert J. Scalise²						Assistant Treasurer
Glenn Allan Black³						Tax Officer
G. Michael Fell³						Tax Officer
Terry L. Owens³						Tax Officer
James Taylor³						Tax Officer
1	The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.
2	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
4	The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
(c)			Compensation to Principal Underwriter:
(1)				(2)	(3)			(4)	(5)

Name of Principal Underwriter				Net Underwriting Discounts and Commissions	Compensation on Redemption or Annuitization			Brokerage Commissions	Compensation*

ING Financial Advisers, LLC									$18,830.77
*	Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuities issued by Variable Annuity Account I of ING Insurance Company of America during 2004.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by ING Insurance Company of America at 151 Farmington Avenue, Hartford, Connecticut 06156 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a)		to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;
(b)		to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and
(c)		to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.
The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language covering withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code, See American Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 1235221 *13 (S.E.C.)]. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ING Insurance Company of America represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Annuity Account I of ING Insurance Company of America, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-87131) and has duly caused this Post-Effective Amendment to be signed on its behalf in the City of Hartford, and State of Connecticut, on the 9th day of March, 2005.
			VARIABLE ANNUITY ACCOUNT I OF ING INSURANCE COMPANY OF AMERICA
			(Registrant)

			By	ING INSURANCE COMPANY OF AMERICA
				(Depositor)

			By	Brian Comer*

				Brian Comer President
As required by the Securities Act of 1933, this Post-Effective Amendment No. 8 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature		Title				Date

Brian Comer*		President			)

Brian Comer		(principal executive officer)			)
					)
Thomas J. McInerney*		Director			)	March

Thomas J. McInerney					)	9, 2005
					)
Kathleen A. Murphy*		Director			)

Kathleen A. Murphy					)
					)
Catherine H. Smith*		Director			)

Catherine H. Smith					)
					)
Jacques de Vaucleroy*		Director			)

Jacques de Vaucleroy					)
					)
David A. Wheat*		Director and Chief Financial Officer			)

David A. Wheat					)
					)
Roger Fisher*		Chief Accounting Officer			)

Roger Fisher					)

By:	/s/ Michael A. Pignatella

Michael A. Pignatella *Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT I EXHIBIT INDEX
Exhibit No.	Exhibit

99-B.5	Variable Annuity Contract Application 300-MOP-02 FL-IICA

99-B.8.24	Form of Fund Participation Agreement between ING Investors Trust and ING Insurance Company of America


99-B.8.40	Participation Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust, PIMCO Advisors and Distributors, LLC


99-B.8.41	Services Agreement (administrative) dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America


99-B.8.42	Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust and ING Insurance Company of America


99-B.9	Opinion and Consent of Counsel


99-B.10	Consent of Independent Registered Public Accounting Firm