SecProbe.io

February 6, 2013

Via E -mail
Ms. Bridget M. Healy
Executive Vice President and Chief Legal Officer
ING U.S., Inc.
230 Park Avenue
New York, NY 10169

Re: ING U.S., Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed January 23, 2013
  File No. 333-184847

Dear Ms. Healy :

We have reviewed your amended registration statement  and response letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1

Prospectus Summary, page 1

1. In various places in your Prospectus  Summary , you provide data as of December 31,
2011.  In addition, you oft en provide ranking information without any chronological
context.  Please refer to this list of examples, which is not intended to be exclusive:

 Disclosure on pages 1 and 6 indicating that as of December 31, 2011, you had
approximately 13 million individu al and institutional customers in the United States;
 Introductory paragraph and the first and second bullet points on page 2 regarding
“Retirement Solutions”;
 Introductory paragraph and all three bullet points on page 3 regarding “ Investment
Management ”;

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 2

  Disclosure on page 3 providing rankings regarding “ Insurance Solutions ” with no
dates specified;
 All three bullet points on page 6 related to rankings disclosure under “Leadership
positions . . .” and
 Second and third bullet points on page 7 regarding “ Renewed Financial Strength .”

Please amend your prospectus to provide chronological context with a date as recent as
practicable regarding ranking information , and also supply the most recent disclosure
available when you provide information derived from t he financial statements.

Management’s Discussion and Analysis of Results of Operations and Financial Condition , page
68
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 , page 82
Interest Credited and Other Benefits to Contra ct Owners/Policyholders, page 83

2. Refer to your response to comment 13.  Please explain to us why the larger body of actual
experience was previously not available.

Results of Operations —Ongoing Business, page 8 7

3. We are still evaluating your response to com ment 15 and may have further comment.

Compensation of Executive Officers and Directors, page 263
2012 Compensation, page 265
Annual Cash and Deferred Equity -Based Incentive Compensation, page 265

4. Please refer to your response to Comment 25.  It does not appear that you added
disclosure that was responsive to our comment.  Please expand your discussion of  annual
cash and deferred equity -based incentive compensation to address the  intended
relationship between the level of achievement of corporate, business  unit, and individual
performance, and the amount of cash incentive bonus to be awarded.  Your current cross -
reference to CRD III addresses the intended relationship between variable - and fixed -pay.
In our comment, we seek disclosure related only to variab le pay.

Establishment and Funding of Annual Incentive Compensation Pools, page 266

5. Please refer to your response to Comment 24.  When the final funding levels of the
Annual Incentive Compensation Funding pools have been established, please expand
your de scription of these pools to disclose the material factors you considered when
determining the size of each pool, with respect to corporate and business unit
performance.

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 3

 Underwriting, page 311

6. Please refer to your response to Comment 28.  We continue to believe that ING Group
and ING Insurance International BV should be identified as underwriters in this offering.
In this case, the interest  of the parent, ING Group, and the role of its subsidiary, ING
Insurance International BV, suggest s that they are statutory underwriters under the
Securities Act of 1933.  Please revise this section of your registration statement to
identify ING Group and ING Insurance International BV as underwriters in this offering.
For guidance, please refer to Securi ties Act Rules Compliance and Disclosure
Interpretations , Question 212.15 ( Jan. 26, 2009 ).

Consolidated Financial Statements
Consolidated Financial Statements for the Fiscal Year Ended December 31, 2011
Notes to Consolidated Financial Statements
3.  Investments (excluding Consolidated Investment Entities), page F -39

7. Please revise your disclosure proposed in response to comment 32 to include  information
on the loan -to-value ratio s or debt service coverage ratios inherent in your RMBS and
other asset -backed securities portfolios .  In addition, please quantify the level of
remaining credit protection offered by the underlying trusts.

13.  Income Taxes
Temporary Differences, page F -85

8. Please clarify your response to comment 36 by explaining to us why yo u indicate that
there was a “change in judgment regarding the ability to realize deferred tax assets in
future years” due to “increas ing negative evidence ” during 2011 and 2010, when losses
were incurred prior to 2010 and income was earned during 2011 and 2010.  In addition,
please tell us whether the income earned through September 30, 2012 when coupled with
the income earned in 2010 and 2012 is indicative of evidence supporting the reversal of
at least some portion of your valuation allowances and why.

15.  Share -based Compensation
Long -term Equity Ownership Plan, page F -99

9. Please address the following comments related to your response to comment 37:

 Please explain to us why the participant has a right to receive shares under a net share
settlement process as compared to the right to receive cash equal to the closing price
of your stock times the number of vested shares under the broker -assisted cashle ss
exercise process.  In this regard, it appears that the share settlement option
contemplates settling net for any exercise proceeds while the broker -assisted cashless
exercise process does not consider any exercise proceeds.  Please clarify whether the
broker -assisted cashless exercise process is utilized only for performance share
awards that have no exercise price associated with them.

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 4

  Please explain to us why the participant has a right to receive cash equal to the
closing price on the vesting date w hen it appears that the broker may not be able to
sell those shares at the closing price.  Explain to us who takes the risk that the
ultimate sale of the underlying award shares on the open market by the broker may be
for a price other than your closing st ock price.   If you bear this risk, please explain to
us why the awards subject to this optional settlement are not liability classified.

Condensed Consolidated Financial Statements (unaudited) for the Nine Months Ended
September 30, 2012
Notes to Condense d Consolidated Financial Statements (unaudited)
4.  Fair Value Measurements (excluding Consolidated Investment Entities)
Level 3 Financial Instruments
Significant Unobservable Inputs, page F -178

10. Please revise the disclosure you provided in response to com ment 41 to include the
following:

 Under your explanation of the utilization assumption, separately quantify the inputs
for the separate age group, in/out of money group, and for those contracts that have or
have versus have not accumulated their maximum b enefit amount.  In addition,
quantify the percentage of contracts that are included in each group.
 Under your explanation for the lapse rate, separately quantify the inputs for those
contracts during the contractual surrender charge period and after the co ntractual
surrender charge period.  In addition, quantify the percentage of contracts that are
included in each group.
 Under your explanation of the lapse and policy holder deposit assumptions, describe
the different nature of the agreement and show  how the assumptions vary.  In
addition, quantify the percentage of contracts that are included in each group.
 Describe your review and validation process of broker quotes and prices obtained
from pricing services.

We urge all persons who are responsible for the  accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts r elating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 5

  the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Kei Ino at (202) 551 -3659  or Mark Brunhofer at (202) 551 -3638 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Rose Zukin at (202) 551 -3239 or me at (202) 551 -3710 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Robert G. DeLaMater
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004