Amstelveenseweg 500

1081-KL Amsterdam

The Netherlands

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule
101(b)(1):                     

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule
101(b)(7):                     

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o       No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

 

 

This Report contains a copy of the following:

(1)

The Press Release issued on November 12, 2008.

		CORPORATE COMMUNICATIONS
PRESS RELEASE		12 November 2008

ING reports underlying net loss of EUR 585 million in 3Q

•

Underlying net loss of EUR 585 million driven by crisis in the financial markets

	–		Pre-tax impairments on equities, pressurised assets and other debt securities totalling EUR 1,505 million
	–		Negative revaluations through P&L on real estate and private equity totalling EUR 333 million
	–		Negative impact of other market-related items of EUR 265 million through P&L
	–		Net loss of EUR 478 million in line with preliminary results announced on 17 October
	–		Net loss per share of EUR 0.22, compared to net profit per share of EUR 1.08 in third quarter of 2007
	–		Net profit of EUR 2,982 million year-to-date, versus EUR 6,759 million for the first nine months of 2007

•

Sound commercial performance despite difficult operating environment

	–		Net production of client balances up EUR 38 billion, excluding impact of currencies, to EUR 1,528 billion
	–		Retail deposits grew EUR 6.7 billion and total Bank deposits grew by EUR 12.9 billion excluding FX impact
	–		Insurance new sales down 8.5% on a constant currency basis

•

Capital buffers reinforced following transaction with Dutch State

	–		All capital ratios within target during the third quarter, prior to transaction with Dutch State
	–		EUR 10 billion purchase of core tier-1 securities by Dutch State to be completed on 12 November 2008
	–		Pro-forma ING Bank Tier-1 ratio will increase to 10%; Pro-forma Core Tier-1 ratio will increase to 8%
	–		Pro-forma ING Group Debt/Equity ratio will improve to under 10%
	–		Final 2008 dividend suspended leaving total 2008 dividend at EUR 0.74 per share paid in August

Chairman’s Statement

“The third quarter was extremely challenging for financial institutions. Financial markets deteriorated rapidly toward the end of the quarter, with steep declines in equity markets, widening credit spreads, declining property prices and the failure of several banks. Against this background, ING reported its first ever quarterly loss, following EUR 1.5 billion of impairments and losses. That brought our underlying net profit for the first nine months of the year to EUR 2.9 billion,” said Michel Tilmant, CEO of ING.

“In these increasingly turbulent times, ING acted proactively to reinforce its capital base after the Dutch government made funds available to help stabilise the financial system and create a level playing field. The financial services industry is about trust, and as our customers face uncertain times it is essential that they have no reason to be concerned about the strength of ING as their financial partner. The EUR 10 billion capital injection from the Dutch State helped to reassure our customers who entrust their savings and investments to ING. In addition, the sale of our Taiwan life business will significantly reduce our exposure to long-term interest rates, reducing risks within the company. Following these transactions, our capital position is stronger and we have capacity to absorb the impact of a further deterioration in financial markets.”

“ING’s commercial performance was resilient, even in this challenging and highly competitive environment. Net production of client balances, excluding the impact of currencies, was EUR 38 billion in the third quarter, driven by savings and deposits growth of EUR 12.9 billion and lending growth of EUR 22.9 billion. New life sales declined 8.5% excluding currency impacts amid reduced demand for investment products. However, ING’s broad product expertise enabled us to respond to customers’ changing needs.”

“As we approach the end of 2008, markets continue to be turbulent, so we expect pressure on asset prices to continue to impact results in the fourth quarter, while weakening economic conditions will put pressure on results into 2009. Our priority is to sustain commercial momentum by remaining focused on our customers, while managing our risks, capital and expense base with the discipline that these exceptional times require.”

Investor Relations:
T: +31 20 541 5460

Analyst Conference Calls:
09:00 CET and 14:30 CET

Listen only via:
NL: +31 20 796 5332
UK: +44 20 8515 2303
US: +1 480 629 1989

Media Relations:
T: +31 20 541 5433

Press Conference call:
11:30 CET

Listen only via:
NL: +31 20 794 8500
UK: +44 20 7190 1537

Webcast:
Available at www.ing.com

Video interviews:
Available at www.ing.com
and www.cantos.com

Contents:

ING Group Key Figures			2
Insurance Europe			6
Insurance Americas			7
Insurance Asia/Pacific			8
Wholesale Banking			9
Retail Banking			10
ING Direct			11
Appendices			12

ING GROUP

In EUR million		3Q2008				3Q2007				Change				2Q2008				Change				9M2008				9M2007				Change
Underlying1 result before tax
Insurance Europe			101				362				-72.1	%			397				-74.6	%			838				1,483				-43.5	%
Insurance Americas			-214				490				-143.7	%			375				-157.1	%			458				1,623				-71.8	%
Insurance Asia/Pacific			19				151				-87.4	%			124				-84.7	%			325				463				-29.8	%
Corporate line Insurance			-453				291								250								-320				738
Underlying result before tax from Insurance			-547				1,294				-142.3	%			1,146				-147.7	%			1,301				4,307				-69.8	%
Wholesale Banking			40				279				-85.7	%			365				-89.0	%			975				1,547				-37.0	%
Retail Banking			420				651				-35.5	%			558				-24.7	%			1,616				1,881				-14.1	%
ING Direct			-47				120				-139.2	%			179				-126.3	%			286				456				-37.3	%
Corporate line Banking			-629				53								-2								-587				-69
Underlying result before tax from Banking			-216				1,103				-119.6	%			1,101				-119.6	%			2,290				3,816				-40.0	%
Underlying result before tax			-763				2,397				-131.8	%			2,247				-134.0	%			3,591				8,123				-55.8	%
Taxation			-185				375				-149.3	%			329				-156.2	%			653				1,345				-51.4	%
Result before minority interests			-578				2,022				-128.6	%			1,918				-130.1	%			2,938				6,778				-56.7	%
Minority interests			8				72				-88.9	%			-23				-134.8	%			9				214				-95.8	%
Underlying net result			-585				1,950				-130.0	%			1,941				-130.1	%			2,928				6,564				-55.4	%
Net gains/losses on divestments			178				444								2								225				444
Net result from divested units			4				-5								5								24				22
Special items after tax			-74				-83								-28								-196				-271
Net result (attributable to shareholders)			-478				2,306				-120.7	%			1,920				-124.9	%			2,982				6,759				-55.9	%
Net result per share (in EUR)			-0.22				1.08				-120.4	%			0.94				-123.4	%			1.46				3.14				-53.5	%
KEY FIGURES
Net return on equity2			11.2	%			23.8	%							19.0	%							11.2	%			23.8	%
Assets under management (end of period)			608,100				637,900				-4.7	%			614,000				-1.0	%			608,100				637,900				-4.7	%
Total staff (FTEs end of period)			130,629				123,026				6.2	%			130,988				-0.3	%			130,629				123,026				6.2	%

1		Underlying results is a non-GAAP measure for results excluding divestments and special items as specified in Appendix 2
2		Year to date Note: small differences are possible in the tables due to rounding

ING GROUP
Underlying net result (EUR million)

The global credit and liquidity crisis intensified during the third quarter of 2008. Financial markets weakened as the failure of several major financial institutions unfolded, triggering a further deterioration in asset prices, a rise in credit spreads and a shift among customers to low-risk investments.

Within this context, ING reported its first-ever quarterly loss. The third quarter underlying net result was EUR -585 million compared with a profit of EUR 1,950 million a year earlier.

Results were negatively impacted by EUR 1,505 million of pre-tax impairments and losses on equities, pressurised assets and other debt securities. Of this amount, listed equity securities accounted for EUR 628 million. Impairments on pressurised assets including US subprime RMBS, Alt-A RMBS and CDO/CLOs totalled EUR 409 million. EUR 468 million was attributable to other debt securities, of which EUR 416 million related to financial institutions’ debt.

Revaluations on real estate and private equity were EUR -333 million. Other market impacts, including DAC unlocking, equity and foreign exchange hedge results, and other market-related items, totalled EUR -265 million.

Negative revaluations on ING’s Alt-A, subprime and CDO investments of EUR 1.6 billion after tax were reflected in shareholders’ equity.

Commercial results were generally sound. However, results were affected as volatile financial markets reduced customer demand for investment products, while declining asset values led to lower fee-based income, and margins on savings and deposits were under pressure.

Loan loss provisioning at the Bank

increased to EUR 373 million due to the market turmoil and exposure to Icelandic banks.

ING’s commercial growth was robust, with EUR 38 billion net production of client balances, excluding currency effects. Including the impact of currencies, total client balances rose to EUR 1,528 billion at 30 September. Client savings and deposits accounted for EUR 12.9 billion of the net production (excluding currency effects), of which EUR 6.7 billion was from retail customers, underscoring ING’s position of strength as one of the world’s largest savings banks.

ING supported clients’ lending needs, carefully balancing disciplined loan growth with higher margins. Of the client balance net production, bank lending contributed EUR 22.9 billion.

On a constant currency basis, new life sales (APE) declined 8.5% due to lower demand for investment-linked and spread lending products. The value of new business (VNB) declined 3.3%.

Operating expenses increased 3.6% from the third quarter of 2007. The increase in mature markets was 3.1%, while expenses in growth businesses increased 10.1% to support expansion. Compared to the second quarter of 2008, operating expenses were flat excluding the acquisition of CitiStreet.

The effective tax rate was 24.2%. The Group’s effective tax rate for the full year is expected to be below 20%.

ING recorded a net loss of EUR 478 million for the quarter, compared to a profit of EUR 2,306 million in the comparable period of 2007. The loss in this quarter includes a EUR 182 million sales gain from the Mexican insurance business, a EUR 47 million integration provision for the CitiStreet acquisition and EUR 27 million in restructuring costs for the Dutch retail bank.

In EUR million		3Q2008				3Q2007				Change
Gross premium income			10,380				11,107				-6.5	%
Total investment and other income			1,977				3,091				-36.0	%
Operating expenses			1,289				1,305				-1.2	%
Underlying result before tax			-547				1,294				-142.3	%
KEY FIGURES LIFE
Underlying result before tax			-730				966				-175.6	%
Expenses/premiums life insurance (YTD)			13.4	%			14.7	%
Expenses/AUM investment products (YTD)			0.79	%			0.73	%
Single-premium sales			6,575				8,992				-26.9	%
Annual-premium sales			969				1,041				-6.9	%
Total new sales (APE)			1,627				1,940				-16.1	%
Value of new business			266				298				-10.7	%
Internal rate of return (YTD)			15.0	%			13.4	%
KEY FIGURES NON-LIFE
Underlying result before tax			184				329				-44.1	%
Claims ratio (YTD)			63.6	%			65.7	%
Expense ratio (YTD)			29.8	%			30.8	%
Combined ratio (YTD)			93.3	%			96.5	%

The net loss per share was EUR 0.22, versus a profit of EUR 1.08 in the third quarter of 2007. The total number of shares outstanding decreased by 4.4% from a year earlier to 2,033 million.

Insurance recorded an underlying result before tax of EUR -547 million, bringing year-to-date profit to EUR 1,301 million. This loss was driven by impairments on equity and debt securities, as well as negative fair value changes on investments due to deterioration in the financial markets.

US Wealth Management and the pension funds in Central & Rest of Europe received strong inflows. However, consumer appetite for investment-linked products was dampened. In Europe and Asia/Pacific, consumers shifted to more traditional life products.

To respond to market challenges, ING’s product offering evolved to meet customer demand for guarantees and capital protection. ING’s distribution platform was also strengthened. The US acquisition of CitiStreet was completed in July, and in Asia/Pacific bank distribution was reinforced through an exclusive agreement with the Royal Bank of Scotland in Hong Kong, and sales expansion into TMB Bank’s entire branch network in Thailand.

Insurance gross premium income was down 6.5%, but flat on a constant currency basis. Increases in the US were offset by decreases in Japan, Taiwan and the Benelux, stemming from reduced demand for investment-linked products.

Commissions increased 23.5% on a constant currency basis, mainly attributable to the CitiStreet and Latin America pension business acquisitions.

Investment and other income declined by EUR 1,114 million or 33.4% on a constant currency basis. Capital gains on

Banking: Key Figures

In EUR million		3Q2008				3Q2007				Change
Total underlying income			2,625				3,493				-24.8	%
Operating expenses			2,468				2,321				6.3	%
Gross result			157				1,172				-86.6	%
Addition to loan loss provision			373				69				440.6	%
Underlying result before tax			-216				1,103				-119.6	%
KEY FIGURES
Interest margin			1.00	%			0.91	%
Underlying cost/income ratio			94.0	%			66.5	%
Risk costs in bp of average CRWA			54				8
Risk-weighted assets (end of period)			329,568				373,209				-11.7	%
Underlying RAROC after tax			-1.9	%			20.6	%
Economic capital (average over period)			18,963				13,995				35.5	%
Loans and advances to customers1			608,286				567,399				7.2	%
Customer deposits1			565,760				542,631				4.3	%

1		30 September 2008 compared with 30 June 2008

equity securities of EUR 144 million were more than offset by EUR 444 million in equity impairments. This was partially compensated by EUR 204 million in positive fair value changes of derivatives used to hedge ING’s equity portfolio. Revaluations on real estate of EUR -116 million offset positive rental income, resulting in a EUR 69 million loss on this asset class, while negative revaluations on private equity and alternative assets resulted in a loss of EUR 119 million. Impairments and fair value changes on pressurised assets were EUR 152 million, and impairments on other debt securities were EUR 297 million.

Furthermore, results in the Netherlands were impacted by a EUR 83 million negative revaluation of the provision for guarantees on separate account pension contracts (net of hedging), while in the US, equity-related DAC unlocking had a EUR 130 million negative impact.

Operating expenses were down 1.2%, but increased 4.0% excluding currency impacts, led by the acquisitions in the Americas. Expenses in Europe and Asia declined respectively by 7.3% and 0.4% (constant currencies), reflecting effective cost control.

New life sales (APE) declined 16.1% (8.5% on a constant currency basis) due to weakened demand for investment-linked products in Asia/Pacific and spread lending products in the US. Relative to the second quarter of 2008 sales were down 1.5% mostly from lower sales of investment-linked products in Belgium, the US and Asia/Pacific.

VNB decreased 10.7% (3.3% on a constant currency basis) mainly due to lower sales in Asia/Pacific.

Banking

Banking’s underlying result before tax was EUR -216 million, bringing year-to-date profit to EUR 2,290 million. The market turmoil resulted in pre-tax impairments on pressurised assets, equity securities and debt securities (exclusively financials) totalling EUR 612 million. Real estate revaluations, including EUR 10 million of impairments on development projects, had a negative impact of EUR 98 million. Other negative market impacts were EUR 376 million, of which EUR 292 million related to a foreign exchange loss due to the strong appreciation of the US dollar (offset by an increase in the currency translation reserve). A provision was recorded in the quarter for the deposits guarantee to Icelandic banks. Loan loss provisioning increased to EUR 373 million.

Total underlying income decreased 24.8% to EUR 2,625 million, as strong interest results were more than offset by declines in commissions and negative results in investment and other income.

The interest result rose by 16.2%, driven by the balanced combination of volume growth and improvement of the interest margin. The interest margin was 1.00%, up 9 bps compared to the third quarter of 2007, but down 5 bps compared to the second quarter of 2008.

Commission income declined 6.5% reflecting lower securities and asset management fees. Investment income was negative from EUR 545 million of impairments on bonds and equity securities, and EUR 66 million negative fair value changes on real estate. The loss in other income was mainly caused by a foreign exchange loss due to the US dollar’s appreciation, losses on Lehman Brothers and the provision for the deposits guarantee, partly offset by EUR 240 million in valuation results on non-trading derivatives. A EUR 22 million negative fair value change for real estate associates was recorded in other income.

Loans and advances to customers grew by EUR 34 billion excluding currency impacts and the transfer of mortgages from ING Insurance, as ING supported customers’ financing needs.

Total customer deposits of the banking business increased by EUR 18 billion excluding currency effects despite intense competition for retail savings.

Risk-weighted assets at 30 September were EUR 330 billion, an increase of 2.2% compared with 30 June.

Operating expenses increased 6.3%, consistent with ongoing investments to support business development. In mature markets, recurring operating expenses were up by 3.4%.

Net risk costs increased to EUR 373 million as a consequence of deepening turmoil in the credit markets. Gross additions included EUR 72 million from exposure to Icelandic banks. Releases declined to EUR 76 million, which is the lowest level in the past few years. Net additions amounted to an annualised 54 bps of average credit-risk-weighted assets, versus 36 bps in the second quarter. This quarter, risk costs are above the normalised level of 40-45 bps for the first time since 2003.

RAROC after tax decreased to -1.9%

from 20.6% in the third quarter of last year, reflecting the quarterly net loss and an increase in economic capital. Economic capital requirements were higher due to the inclusion of ING Bank Turkey and TMB Bank, business growth and methodology refinements.

Assets under Management

ING achieved a net inflow of EUR 2.5 billion in assets under management, despite the uncertainty in financial markets. However, total AUM declined by EUR 6.0 billion, or 1.0%, in the quarter to EUR 608.1 billion. Lower asset prices for equity and fixed income securities had a negative impact of EUR 24.7 billion, while exchange rate fluctuations had a positive impact of EUR 18.4 billion. The divestment of the Mexican Insurance business had a net negative impact of EUR 2.2 billion.

Risk Management

In the third quarter ING recorded EUR 1,505 million in pre-tax impairments and losses through the P&L. Of this amount, listed equity securities accounted for EUR 628 million. Impairments on pressurised assets including US subprime RMBS, Alt-A RMBS and CDO/CLOs totalled EUR 409 million. EUR 468 million was attributable to other debt securities, of which EUR 416 million related to financial institutions’ debt.

ING still bases its market valuations on data provided by vendor pricing services. However, due to market illiquidity, the significance of unobservable assumptions on vendors’ determination of fair value has increased. Therefore, ING changed to level ‘C’ for the majority of subprime and Alt-A RMBS.

ING recorded a EUR 30 million loss on its subprime RMBS portfolio. The fair value at the end of the quarter was 75.2%, down from 79.7% at 30 June, as higher short-term interest rates more than offset the modest narrowing of subprime credit spreads. However, the market value of this book was unchanged at EUR 2.2 billion as the appreciation of the US dollar versus the euro offset the negative revaluation. At 30 September the post-tax revaluation reserve was EUR -480 million.

ING’s US Alt-A RMBS portfolio decreased by EUR 0.9 billion to EUR 21.1 billion. The decline is mainly due to a EUR 1.6 billion negative after-tax revaluation, which was partially offset by the appreciation of the US dollar versus the euro. At 30 September, 87% of ING’s Alt-A RMBS was AAA rated, and the entire portfolio was fair valued at 75.0% of amortised cost. The market prices of Alt-A RMBS were hampered by the absence of a liquid market. The after-tax revaluation was EUR -4.6 billion at 30 September.

ING recorded a EUR 198 million pre-tax impairment on the Alt-A RMBS portfolio. Of this amount, ING Direct impaired EUR 130 million, Insurance Americas EUR 47 million, and Wholesale Banking EUR 21 million. The Alt-A RMBS portfolio benefited from the high level of attachment points.

Net exposure to CDO/CLOs increased from EUR 4.3 billion to EUR 4.7 billion. Insurance Americas wrote credit protection on EUR 0.7 billion high grade corporate credits. The fair value of the CDO/CLO portfolio was 91.5% at 30 September. ING recorded a pre-tax loss of EUR 181 million on CDO/CLO exposure, mainly due to fair value changes in Insurance Americas’ investment portfolio and the impairment of one CDO in Wholesale Banking.

Counterparty risk was highlighted in the quarter as a number of financial institutions were no longer able to fulfil their obligations. ING suffered EUR 416 million of pre-tax losses (excluding loan losses) on Lehman Brothers, Washington Mutual and the Icelandic banks. These losses relate to fixed income and derivative exposures, as well as derivative replacement costs.

Amounts due from banks, which consists primarily of short-term loans to other banks and regular settlement flows, decreased slightly to EUR 68.6 billion.

Impairments on listed equity securities amounted to EUR 628 million before tax in the third quarter. Equity exposure for the risk of shareholders was EUR 8.6 billion at 30 September, of which EUR 2.5 billion was hedged via put options.

Capital Management

On 19 October 2008, ING announced the issuance of 1 billion Core Tier-1 Securities for a consideration of EUR 10 billion to the Dutch State. This capital injection will take place on 12 November 2008, and will significantly enhance the Group’s capital position. On a pro-forma basis, including the capital injection as of 30 September, ING Bank’s Core Tier-1 ratio was 8.04%, and the Tier-1 ratio was 10.03%.

Given the exceptional circumstances, ING decided to pass the final dividend for 2008, leaving the total dividend for the year at the EUR 0.74 per share paid as interim dividend in August.

Prior to the capital injection, all of ING’s capital and leverage ratios remained within target during the third quarter, despite a EUR 2.2 billion decline in Adjusted Equity due to the payment of the interim dividend, equity market declines and the quarterly loss.

The Group’s debt/equity ratio increased to 14.4% during the quarter, as EUR 1.35 billion was injected into the Bank. Group also paid a EUR 1.5 billion interim dividend to common shareholders. The debt/equity ratio of Insurance improved from 9.2% to 8.0% as a result of divestments and dividend upstreams from subsidiaries, partly compensated by the up-streaming of EUR 0.6 billion in dividends to the Group.

ING Bank’s Tier-1 ratio increased from 8.2% to 8.5%, as the growth of risk weighted assets from EUR 323 billion to EUR 330 billion was more than compensated by an injection of capital from Group. The BIS Capital ratio improved from 11.9% to 12.3%.

The remaining 18 million common shares from the buyback programme were cancelled in early October. At 30 September there were 2,081 million shares in issue, of which 2,033 million were outstanding in the market. By the end of September there were no A preference shares outstanding.

INSURANCE EUROPE

		Total													Benelux									Central & Rest of Europe
In EUR million		3Q2008				3Q2007				Change					3Q2008				3Q2007					3Q2008				3Q2007
Gross premium income			2,089				2,197				-4.9	%				1,537				1,641					552				556
Operating expenses			417				446				-6.5	%				335				361					82				85
Underlying result before tax			101				362				-72.1	%				0				278					101				84
LIFE INSURANCE
Underlying result before tax			-5				227				-102.2	%				-104				143					99				84
Single-premium sales			639				640				-0.2	%				364				473					275				168
Annual-premium sales			169				168				0.6	%				59				40					110				128
Total new sales (APE)			233				232				0.4	%				95				87					138				145
Value of new business			91				92				-1.1	%				18				18					73				74
Internal rate of return (YTD)			17.9	%			14.3	%								12.3	%			11.7	%				24.5	%			16.8	%
NON-LIFE INSURANCE
Underlying result before tax			106				135				-21.5	%				104				135					2				0
Claims ratio			55.7	%			53.1	%								55.8	%			51.6	%
Expense ratio			36.5	%			36.1	%								36.6	%			38.0	%
Combined ratio			92.3	%			89.2	%								92.4	%			89.6	%

INSURANCE EUROPE
Underlying result before tax (EUR million)

Results were significantly impacted by negative fair value changes on real estate and private equity investments, and the impairment of an equity investment in a bank loan fund. Insurance Europe has responded to the recent market developments by further de-risking the investment portfolio through equity hedges. At the same time, additional emphasis has been placed on managing the business efficiently and prudently, resulting in lower operating expenses.

Commercial performance was favourable despite the market turmoil. The net inflow of pension funds in Central & Rest of Europe grew 48.9% to EUR 543 million. In the Netherlands, small and medium sized enterprise pension sales improved, while retail life sales faced headwinds. Unit-linked and variable annuity product sales were negatively impacted by market performance across Europe.

Sales (APE) and value of new business (VNB) were flat compared with last year, when they were boosted by the Romanian second-pillar pension fund launch. Excluding this, sales increased 16.4% and VNB jumped 36.2%. Life sales and VNB in Central Europe increased 22.2% and 52.5% respectively due to higher pension inflows. Sales and VNB in the Benelux increased from the inclusion of group life renewals in the Netherlands.

Underlying result before tax dropped by 72.1% to EUR 101 million. Income from real estate was EUR -69 million, and income on private equity was EUR -68 million. Financial market distress also led to a EUR 20 million impairment on an equity investment in a bank loan fund and an EUR 83 million increase in the provision for pension contract guarantees (net of hedging). Last year’s capital upstream (EUR 5 billion) negatively affected investment income by an estimated EUR 32 million. These factors were partly offset by a EUR 46 million derivative hedge revaluation and lower operating expenses.

Lower investment income particularly impacted life results in the Benelux, which reported a loss of EUR 104 million. Non-life results in the Benelux were down 23.0%, mainly due to releases of disability provisions in the third quarter of 2007. Results for Central & Rest of Europe rose 18.8% to EUR 101 million due to a EUR 16 million increase in Poland, driven by higher fee income, lower expense provisions and favourable currency effects.

Gross premium income was down 4.9%. Operating expenses fell 6.5%, mostly attributable to cost containment in the Netherlands. Expenses in Central & Rest of Europe decreased 4.7% mainly from lower greenfield expenses.

INSURANCE AMERICAS

Insurance Americas: Key Figures

		Total													United States									Canada									Latin America
In EUR million		3Q2008				3Q2007				Change					3Q2008				3Q2007					3Q2008				3Q2007					3Q2008				3Q2007
Gross premium income			5,411				5,447				-0.7	%				4,561				4,522					718				747					132				178
Operating expenses			611				544				12.3	%				408				357					137				143					66				44
Underlying result before tax			-214				490 -				143.7	%				-376				309					97				108					65				72
LIFE INSURANCE
Underlying result before tax			-346				359				-196.4	%				-376				309														30				50
Single-premium sales			4,402				5,704				-22.8	%				3,891				5,654														511				51
Annual-premium sales			419				388				8.0	%				296				313														123				75
Total new sales (APE)			859				958				-10.3	%				685				879														174				80
Value of new business			81				73				11.0	%				56				64														25				9
Internal rate of return (YTD)			13.3	%			10.8	%								12.4	%			10.7	%													17.7	%			11.9	%
NON-LIFE INSURANCE
Underlying result before tax			132				130				1.5	%													97				108					35				22
Claims ratio			68.3	%			70.9	%																	67.7	%			65.3	%				70.7	%			83.0	%
Expense ratio			26.7	%			28.2	%																	28.8	%			27.8	%				7.4	%			29.0	%
Combined ratio			95.0	%			99.1	%																	96.6	%			93.2	%				78.1	%			112.0	%

Solid sales despite market volatility

INSURANCE AMERICAS
Underlying result before tax (EUR million)

Market turmoil led to significant credit- and interest-related losses, resulting in an underlying loss. Despite the challenging markets, wealth management and insurance sales showed solid growth, reflecting innovative product development and distribution expansion.

The underlying loss before tax of EUR 214 million was driven by EUR 365 million in interest and credit-related losses and EUR 130 million in negative equity-related DAC unlocking.

Results before tax decreased in all regions. The US was impacted most, with EUR 357 million in net impairments and interest-related losses, the EUR 130 million of negative equity-related DAC unlocking, and EUR 51 million negative return on alternative assets leading to an underlying loss before tax of EUR 376 million. Latin America’s result decreased 9.7%, or 7.1% excluding currency effects, to EUR 65 million reflecting a reduction of EUR 41 million in investment returns. Results in Canada declined 10.2%, or 3.0% excluding currencies, as lower investment results offset improved underwriting results.

Gross premium income across the region was flat, but increased 8.6% excluding currencies. The US delivered higher annuity, retirement services and individual life sales, while Latin America and Canada saw higher sales overall.

Life premium income rose 1.3%, or 11.0% excluding currencies, led by higher annuity and retirement services sales in the US. Net flows in core retirement services and variable annuities were strong at EUR 1,331 million, up 55.2%. Gross premiums in Latin America declined 25.8%, or 18.0% excluding currencies, primarily due to the Chile health business divestment in the first quarter of 2008. Excluding the impact of this divestment, gross premiums increased 32.0% thanks to annuity sales in Chile and Argentina. In Canada, premium income increased 3.6% to EUR 718 million on higher average premiums in personal lines, excluding currencies.

Operating expenses rose 12.3%, or 22.0% excluding currencies, due to the acquired Latin America pension business and CitiStreet. Excluding expenses from these acquisitions, expenses rose 1.8%.

The value of new life business increased 11.0%, or 22.7% excluding currency effects, and the IRR improved to 13.3%. VNB in Latin America improved due to higher sales, the acquisition of the Santander pension business and improving IRRs.

In October, the government of Argentina proposed legislation to nationalise the private pension system. The carrying value of ING’s pension fund business is EUR 137 million.

INSURANCE ASIA/PACIFIC

Insurance Asia/Pacific: Key Figures

		Total													Australia & NZ									Japan									South Korea									Taiwan									Rest of Asia
In EUR million		3Q08				3Q07				Change					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07
Gross premium income			2,873				3,454				-16.8	%				112				96					1,054				1,500					821				896					564				715					322				247
Operating expenses			266				292				-8.9	%				52				56					42				47					54				67					55				62					63				60
Underlying result before tax			19				151				-87.4	%				24				49					-29				25					35				69					0				0					-11				8
LIFE INSURANCE
Underlying result before tax			18				151				-88.1	%				24				49					-29				25					35				69					0				0					-12				8
Single-premium sales			1,534				2,647				-42.0	%				615				1,224					723				1,162					93				77					21				154					82				30
Annual-premium sales			382				485				-21.2	%				37				16					52				57					178				239					49				117					65				56
Total new sales (APE)			535				750				-28.7	%				99				138					124				173					187				247					52				132					73				59
Value of new business			93				133				-30.1	%				11				15					12				12					26				43					29				55					15				9
Internal rate of return (YTD)			16.4	%			16.7	%								19.2	%			21.3	%				11.8	%			11.5	%				19.2	%			24.8	%				23.3	%			19.2	%				13.9	%			9.1	%

Challenging markets impact investment-linked sales

INSURANCE ASIA/PACIFIC
Underlying result before tax (EUR million)

New sales were impacted by the deterioration in investment markets in the third quarter, which significantly reduced demand for investment products in many countries. Nevertheless, ING maintained or improved its market positions across the region, a sign of its strong product portfolio and distribution capabilities. ING introduced successful new products and also strengthened its distribution networks in Hong Kong and Thailand.

On 20 October 2008, ING reached an agreement with Fubon Financial Holding Co. Ltd. to sell ING Life Taiwan for a consideration of USD 600 million (EUR 447 million). The transaction will result in a net book loss of EUR 427 million and is expected to be closed in the first quarter of 2009, but will be booked in the fourth quarter of 2008 pending regulatory approval.

Underlying result before tax declined 87.4% to EUR 19 million, primarily due to faltering investment and credit markets. Impairments on equity and bond investments, pressurised asset classes and losses attributable to financial counterparties resulted in an impact of EUR 54 million while other negative revaluations and one-offs had an additional impact of EUR 47 million.

Japan recorded a loss before tax of EUR 29 million mainly from the hedge losses on SPVA and EUR 33 million of impairments on bank debt, which was offset by strong profits before impairments in the COLI business. Profit in Korea declined by 49.3% to

EUR 35 million, reflecting revaluations of equity securities and other impairments of EUR 31 million, offset by profits from a higher premium base. Results in Australia/New Zealand declined by 51% to EUR 24 million, driven by a EUR 18 million charge related to a capital guaranteed product, lower fee income on AuM and reduced capital earnings.

Gross premium income declined 16.8%, or 10.4% excluding currency effects, driven by the decrease in sales. Premium income fell in Japan and Taiwan, but increased in Australia and South Korea driven by in-force business retention.

Operating expenses declined 8.9%, or 0.4% excluding currency effects, thanks to disciplined expense management. ING selectively invested in distribution initiatives and infrastructure enhancements to expand its presence across the region.

New sales (APE) declined 28.7%, or 21.0% excluding currency effects, compared with a strong third quarter in 2007. Commercial performance was robust in Korea and Rest of Asia, where new sales were stable and up 37.7%, respectively, excluding currency effects. Consistent with the declines in new sales, the value of new business fell 30.1% or 22.5% excluding currency effects. The overall internal rate of return remained high at 16.4%, broadly consistent with 2007.

WHOLESALE BANKING

																								Structured									Leasing &
						Total									GL&PCM									Finance									Factoring									Financial Markets									Real Estate									Other
In EUR million		3Q08				3Q07				Change					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07					3Q08				3Q07
Total income			950				1,003				-5.3	%				277				200					272				134					101				94					111				174					150				308					38				93
Operating expenses			715				697				2.6	%				145				127					92				83					58				52					179				172					155				138					86				124
Gross result			234				306				-23.5	%				133				72					180				51					43				42					-68				2					-5				170					-49				-31
Loan loss provision			195				28				596.4	%				126				-25					48				13					12				6					0				2					9				2					-1				30
Underlying result before tax			40				279				-85.7	%				7				97					132				38					31				36					-68				1					-13				168					-48				-61
KEY FIGURES
Cost/income ratio			75.3	%			69.5	%								52.1	%			63.7	%				34.0	%			62.3	%				57.3	%			55.3	%				161.1	%			98.7	%				103.0	%			44.8	%				229.3	%			133.6	%
Underlying RAROC after tax			4.3	%			12.9	%								11.2	%			8.1	%				31.4	%			10.0	%				24.3	%			21.7	%				-7.4	%			-1.2	%				-6.1	%			37.8	%				-24.1	%			24.7	%
Economic capital (average over period)			9,253				6,250				48.0	%				2,249				1,465					1,496				987					425				389					2,541				1,959					2,064				1,280					476				170

WHOLESALE BANKING
Underlying result before tax (EUR million)

Wholesale Banking benefited from strong demand from borrowers as the credit crisis reduced competition. Selective volume growth was pursued in both General Lending and Structured Finance, coupled with higher margins. Sales income in Financial Markets increased, as did revenues from asset & liability management thanks to interest rate volatility. Client balances, including the impact of currencies, grew in the quarter to EUR 297 billion.

Despite the sound commercial performance, results were inevitably affected by credit-related markdowns and impairments, higher loan loss provisions, and negative revaluations at ING Real Estate.

The underlying result before tax declined to EUR 40 million, a decrease of 85.7%. The total impact of the market turmoil within Wholesale Banking was EUR 371 million, consisting of EUR 72 million in loan loss provisions on Icelandic banks, EUR 88 million of real estate fair value changes, and EUR 211 million of losses on Lehman Brothers and Washington Mutual, and impairments on a collateralised debt obligation (CDO). Excluding the negative impact of these items, Wholesale Banking’s underlying result before tax rose 47.3%.

Income declined 5.3% due to the EUR 211 million credit related markdowns and impairments within Financial Markets and the EUR 88 million negative fair value changes at ING Real Estate, which related primarily to properties in Canada and Australia. Structured Finance benefited from the high demand for credit, doubling income on the prior year. Income in General Lending & PCM increased 38.5% through selective asset growth in General Lending at higher margins. Leasing & Factoring income rose 7.4%. Income in Financial Markets decreased 36.2% as losses on pressurised assets offset strong sales income and asset & liability management revenues.

Underlying operating expenses were under control, increasing just 2.6% in the quarter. This includes the favourable impact of lower compliance costs and the strengthening of the euro compared to 2007. The cost/income ratio was 75.3%, up from 69.5% in the same quarter last year. Excluding the credit crisis impact on income, the cost/income ratio for the third quarter would have been 57.3%.

Risk costs increased to EUR 195 million from EUR 28 million a year earlier. This increase was driven by EUR 72 million for Icelandic banks in General Lending and EUR 48 million in Structured Finance, relating to three specific files within Leveraged Finance.

The RAROC after tax declined to 4.3% due to the market turmoil and a 48.0% increase in economic capital, which was heavily impacted by model changes due to the implementation of Basel II. Compared with the prior quarter, the increase in economic capital was limited to 2.6%.

RETAIL BANKING

		Total													Netherlands									Belgium									Central Europe									Asia
In EUR million		3Q2008				3Q2007				Change					3Q2008				3Q2007					3Q2008				3Q2007					3Q2008				3Q2007					3Q2008				3Q2007
Total underlying income			1,825				1,860				-1.9	%				1,078				1,183					455				466					203				127					89				83
Operating expenses			1,311				1,182				10.9	%				657				677					376				348					219				99					59				57
Gross result			513				678				-24.3	%				421				507					79				118					-16				27					30				26
Addition to loan loss provision			93				27				244.4	%				52				33					15				7					25				-15					1				1
Underlying result before tax			420				651				-35.5	%				369				474					64				111					-41				43					28				24
KEY FIGURES
Underlying cost/income ratio			71.9	%			63.5	%								60.9	%			57.2	%				82.7	%			74.7	%				108.1	%			78.4	%				66.6	%			68.9	%
Underlying RAROC after tax			22.5	%			39.7	%								48.8	%			56.6	%				20.8	%			36.5	%				-19.6	%			35.0	%				7.9	%			5.4	%
Economic capital (average over period)			5,782				4,627				25.0	%				2,392				2,480					982				830					957				201					1,451				1,117

•		Growth of savings/deposits
•		Pressure on margins as a result of liquidity crisis
•		ING Bank Turkey negatively affected by fair value changes on derivatives

RETAIL BANKING
Underlying result before tax (EUR million)

As the credit crisis deepened, competition for savings increased, putting pressure on margins. Especially in the Benelux, new entrants made aggressive offerings in search of liquidity. ING maintained volume in savings through product innovation and investments in growth.

Total client balances in the quarter were up by 2.4% to EUR 491 billion, including positive currency effects. Average savings and deposits volume increased in the Benelux compared to the previous quarter. Despite economic growth slowing down in emerging markets in the third quarter, ING was able to grow or maintain its positions within several key savings markets.

Retail Banking’s underlying result before tax declined 35.5% to EUR 420 million. Results in the Netherlands and Belgium declined by 22.2% and 42.3% respectively, due to margin pressure and lower commission income. In Central Europe, ING Bank Turkey recorded a loss of EUR 59 million due to negative fair value changes on interest derivatives, investments for re-branding and additional branches. Excluding the negative fair value change in ING Bank Turkey underlying result before tax in Central Europe was nil. The decline compared with last year is mainly explained by a net release in Poland of loan loss provisions during the third quarter of 2007 and additional investments. Results in Asia increased 16.7%, boosted by a EUR 5 million result from TMB and a EUR 12 million dividend from Bank of Beijing.

Excluding the negative fair value change in ING Bank Turkey, underlying income increased 0.3%. Competitive client offerings on fixed and variable savings increased volumes, offsetting higher funding costs as a result of the liquidity crisis, especially in the Benelux. Compared with the same quarter last year, commission income declined 1.3%.

Operating expenses increased 10.9%, driven by the inclusion of ING Bank Turkey and investments in Ukraine, Romania and Poland. In the Netherlands, expenses declined 3.0% supported by a provision release and cost efficiency improvements. In Belgium, expenses grew 8.0% due to increased advertising, branch network investments, and mandatory salary increases in line with inflation. The restructuring programmes in the Benelux are progressing according to plan. Outside the Benelux, expenses increased 77.7% or EUR 122 million, reflecting the inclusion of ING Bank Turkey and investments to grow the branch network.

Loan loss provisions increased by EUR 66 million to EUR 93 million due to the inclusion of ING Bank Turkey, portfolio growth and some specific Mid-corporate files in the Benelux. The third quarter of 2007 was also supported by net releases in Poland.

The RAROC after tax decreased to 22.5% from 39.7% due to lower results combined with a EUR 1.2 billion increase in economic capital. ING Bank Turkey added EUR 0.7 billion and TMB EUR 0.2 billion.

ING DIRECT

In EUR million		3Q2008				3Q2007				Change
Total underlying income			458				536				-14.6	%
Operating expenses			420				401				4.7	%
Gross result			38				135				-71.9	%
Addition to loan loss provision			85				15				466.7	%
Underlying result before tax			-47				120				-139.2	%
KEY FIGURES
Interest margin			0.96	%			0.74	%
Cost/income ratio			91.7	%			74.9	%
Underlying RAROC after tax			-0.7	%			13.9	%
Economic capital (average over period)			3,484				2,843				22.5	%

•		Client retail balances up EUR 7.0 billion
•		455,000 new clients
•		Excluding impairments of EUR 217 million, result before tax up 42% on 3Q2007

TOTAL RETAIL BALANCES
(EUR bln, end of period)

ING DIRECT
Underlying result before tax (EUR million)

ING Direct showed solid commercial results and net inflows. However, the third quarter was severely impacted by impairments of EUR 217 million on ING Direct’s investment portfolio.

Production of client retail balances reached EUR 7.0 billion, driven by growth in funds entrusted and residential mortgages. Including positive currency effects of EUR 5.4 billion, total client retail balances increased to EUR 330 billion at the end of September. Total funds entrusted increased by EUR 2.1 billion at comparable exchange rates, mainly driven by strong growth in Germany. Residential mortgages grew by EUR 6.4 billion at comparable exchange rates. Total off-balance sheet funds however declined by EUR 1.2 billion to EUR 16.2 billion as a result of stock market deterioration.

During the quarter, customers worldwide became more active in re-allocating their account balances among multiple financial institutions to maximise protection from government guarantees. ING Direct added 455,000 new clients, an increase of 13% over the second quarter, bringing the total number of clients to 21.7 million.

The mortgage loan and investment portfolios of ING Direct have performed relatively well. However, in the third quarter, cash flows from interest rate or principal repayments on 13 of the 734 Alt-A bonds in the portfolio were deemed to be uncertain. As a result, ING Direct calculated a EUR 40 million estimated credit loss which triggered a EUR 130 million pre-tax impairment under IFRS accounting rules.

Underlying result before tax amounted to EUR -47 million, compared with EUR 120 million in the third quarter of 2007 and EUR 179 million in the second quarter of 2008. Results were heavily impacted by impairments totalling EUR 217 million, reported as negative investment income. This figure consists of EUR 130 million for Alt-A RMBS, EUR 81 million on Washington Mutual, and EUR 6 million on subprime RMBS. Results excluding impairments were EUR 170 million, an increase of 42% versus the third quarter of 2007 and a decrease of 5% on the prior quarter. Investments in new business development were stable at EUR 88 million.

Total underlying income was EUR 458 million, a decline of 14.6%. Excluding impairments, income was EUR 675 million, up 25.9%. This was driven by interest result growth, especially in the US and Canada. The interest margin increased to 0.96%.

Operating expenses were EUR 420 million, an increase of 4.7%. This was predominantly a result of higher staff numbers and the inclusion of Interhyp from August 2008, partly offset by the impact of currencies. The cost/ income ratio increased to 91.7% from 74.9% in the third quarter of 2007 and 64.8% in the previous quarter, due to impairments. Excluding impairments, the ratio improved to 62.2% thanks to the strong increase in interest result.

The addition to the provision for loan losses was higher at EUR 85 million, largely due to the US and Germany. Within ING Direct’s own originated mortgage portfolio in the US, non-performing loans have risen to 1.9%, but the portfolio has performed better than the industry benchmark for prime adjustable rate mortgages. The overall portfolio has an average loan to value ratio of 69% and 97% of the mortgages are to owner-occupiers.

The after-tax RAROC declined to -0.7% from 16.0% in the previous quarter and 13.9% in the third quarter of 2007, mainly due to impairments.

APPENDICES

Appendix 1:		Key Figures per Quarter
Appendix 2:		Divestments & Special Items
Appendix 3:		ING Group Consolidated P&L: 3rd Quarter
Appendix 4:		ING Group Consolidated Balance Sheet
Appendix 5:		ING Group Change in Shareholders’ Equity
Appendix 6:		ING Group Shareholders’ Equity
Appendix 7:		Insurance P&L by Business Line
Appendix 8:		Insurance Investment & Other Income
Appendix 9:		Banking P&L by Business Line
Appendix 10:		Banking Commission, Investment & Other Income
Appendix 11:		Life New Business Production
Appendix 12:		Direct impact of the Credit and Liquidity Crisis
Appendix 13:		Pre-Tax Impairments, Fair Value Adjustments, Revaluations and Other Market Impacts
Appendix 14:		Reclassification of Residential Mortgage Backed Securities Investments
Appendix 15:		Accounting Treatment of Financial Assets

Additional information is available in the following documents published at www.ing.com
- ING Group Quarterly Report
- ING Group Statistical Supplement
- Analyst Presentation
- US Statistical Supplement

ING Group’s Annual Accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS-EU’).

In preparing the financial information in this press release, the same accounting principles are applied as in the 2007 ING Group Annual Accounts. All figures in this press release are unaudited. Small differences are possible in the tables due to rounding.

Certain of the statements contained in this release are statements of future expectations and other forward looking statements. These expectations are based on management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those in such statements due to, among other things, (i) general economic conditions, in particular economic conditions in ING’s core markets, (ii) changes in the availability of, and costs associated with, sources of liquidity such as interbank funding, as well as conditions in the credit markets generally, including changes in borrower and counterparty creditworthiness, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) interest rate levels, (vii) currency exchange rates, (viii) general competitive factors, (ix) changes in laws and regulations, and (x) changes in the policies of governments and/or regulatory authorities. ING assumes no obligation to update any forward-looking information contained in this document.

APPENDIX 1: KEY FIGURES PER QUARTER

ING Group: Key Figures per Quarter

In EUR million		3Q2008				2Q2008				1Q2008					4Q2007				3Q2007				2Q2007				1Q2007
Underlying result before tax
Insurance Europe			101				397				339					357				362				679				441
Insurance Americas			-214				375				297					439				490				579				555
Insurance Asia/Pacific			19				124				182					113				151				153				159
Corporate line Insurance			-453				250				-117					896				291				531				-84
Underlying result before tax from Insurance			-547				1,146				702					1,805				1,294				1,942				1,071
Wholesale Banking			40				365				570					512				279				604				665
Retail Banking			420				558				638					522				651				619				610
ING Direct			-47				179				155					73				120				171				165
Corporate line Banking			-629				-2				43					45				53				-65				-56
Underlying result before tax from Banking			-216				1,101				1,405					1,152				1,103				1,329				1,384
Underlying result before tax			-763				2,247				2,107					2,957				2,397				3,271				2,455
Taxation			-185				329				509					261				375				467				504
Underlying result before minority interests			-578				1,918				1,598					2,696				2,022				2,804				1,951
Minority interests			8				-23				24					53				72				76				65
Underlying net result			-585				1,941				1,574					2,644				1,950				2,727				1,887
Net gains/losses on divestments			178				2				45					-37				444
Net result from divested units			4				5				15					-26				-5				20				7
Special items after tax			-74				-28				-94					-98				-83				-188
Net result (attributable to shareholders)			-478				1,920				1,540					2,482				2,306				2,559				1,894
Result per share (in EUR)			-0.22				0.94				0.74					1.18				1.08				1.18				0.88

APPENDIX 2: DIVESTMENTS & SPECIAL ITEMS

In EUR million		3Q2008				2Q2008				1Q2008					4Q2007				3Q2007				2Q2007				1Q2007
Underlying net result			-585				1,941				1,574					2,644				1,950				2,727				1,887
Net gains/losses on divestments
- sale Mexico Insurance			182
- sale Chile Health			-4								62
- sale NRG							2				-17					-129
- IPO Brasil																93
- sale Belgian broker business																				418
- sale RegioBank																				26
Total gains/losses on divestments			178				2				45					-37				444
Result after tax from divested units			4				5				15					-26				-5				20				7
Net special items:
- integration costs Citistreet			-47
- restructuring provisions and hedges OYAK Bank																-76				-71
- combining ING Bank and Postbank			-27				-28				-24					-23				-12				-188
- unwinding Postkantoren BV											-70
Total special items			-74				-28				-94					-99				-83				-188
Net result (attributable to shareholders)			-478				1,920				1,540					2,482				2,306				2,559				1,894