SecProbe.io

April 10, 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. 3 to Registration Statement on Form S -1
Filed April 5, 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. 3 to Registration Statement on Form S -1

Risk Factors, page 17
“If ING Group or one of its subsidiaries (other than the Company) . . .,” page 46

1. Please expand this risk factor to provide a brief explanation of the purpose and pote ntial
effect of the Volcker Rule.

Underwriting, page 328

2. Please refer to your response to Comment 1 0, in which you state on page 329 that
“[b]ecause of the relationship between the Selling Stockholder and ING Group, on the
one hand, and the Company, on the oth er hand, the Selling Stockholder and ING Group
may be deemed to be ‘underwriters’ of the offering for purposes of the Securities Act.”  It
is not sufficient to state that the Selling Stockholder and ING Group “may be deemed” to

Ms. Bridget M. Healy
ING U.S., Inc.
April 10, 2013
Page 2

 be underwriters.  Please rev ise this section to affirmatively state that the Selling
Stockholder and ING Group are deemed to be underwriters.

Exhibit 5.1

3. Please file an executed legal opinion with your next amendment.

4. The executed legal opinion may not be subject to any unaccept able assumptions, concern
facts that are readily ascertainable, or cover matters that appear to be essential to
rendering the opinion given .  For example, refer to certain assumptions that the
company’s certificate of incorporation has been duly filed with  the Secretary of State of
Delaware, the terms of the sale of the Primary Shares have been duly established in
conformity with the company’s certificate of incorporation, and the Primary Shares have
been duly issued.  P lease revise the legal opinion to rem ove all assumptions or
qualifications that are inconsistent with the staff’s  views contained in Section II.B.3 of
Staff Legal Bulletin No. 19 (Oct. 14, 2011) .

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 relating 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 ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration 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

Ms. Bridget M. Healy
ING U.S., Inc.
April 10, 2013
Page 3

 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