SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For May 14, 2008

Commission File Number 1-14642

ING Groep N.V.

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): 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)(7): o

     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)

ING Condensed Consolidated Interim Accounts for the Three Month Period ended March 31, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 14, 2008

4. Introduction

This section includes the ING Group Condensed consolidated interim accounts, prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (IAS 34) and including the review report of Ernst & Young. These condensed consolidated interim accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS-EU’).

INTERIM

4.1 Condensed consolidated balance sheet* of ING Group as at

		31 March				31 December
(in € mln)		2008				2007
Assets
Cash and balances with central banks			14,456				12,406
Amounts due from banks			52,796				48,875
Financial assets at fair value through profit and loss			313,828				327,130
Investments			276,124				292,650
Loans and advances to customers			568,606				552,964
Reinsurance contracts			5,582				5,874
Property and equipment			6,117				6,237
Other assets			65,694				66,374
Total assets			1,303,203				1,312,510
Shareholders’ equity (parent)			31,584				37,208
Minority interests			2,001				2,323
Total equity			33,584				39,531
Liabilities
Preference shares			21				21
Subordinated loans			6,978				7,325
Debt securities in issue/other borrowed funds			106,655				94,053
Insurance and investment contracts			254,105				265,712
Amounts due to banks			149,340				166,972
Customer deposits and other funds on deposit			527,483				525,216
Financial liabilities at fair value through profit and loss			183,509				169,821
Other liabilities			41,528				43,859
Total liabilities			1,269,619				1,272,979
Total equity and liabilities			1,303,203				1,312,510

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

INTERIM

4.2 Condensed consolidated profit and loss account* of ING Group for the three month period ended

		3 months ending
		31 March				31 March
(in € min)		2008				2007
Interest income banking operations			23,881				17,435
Interest expense banking operations			-21,342				-15,293
Interest result banking operations			2,539				2,142
Gross premium income			12,574				11,634
Investment Income			2,611				2,897
Commission income			1,238				1,209
Other income			1,036				634
Total income			19,998				18,516
Underwriting expenditure			13,680				12,051
Addition to loan loss provision			98				—
Other impairments			6				-9
Staff expenses			2,189				2,100
Other interest expenses			265				261
Other operating expenses			1,713				1,653
Total expenses			17,951				16,056
Profit before tax			2,047				2,460
Taxation			483				502
Net profit (before minority interests)			1,564				1,958
Attributable to:
Shareholders of the parent			1,540				1,894
Minority interests			24				65
Net profit			1,564				1,958

		3 months ending
		31 March				31 March
(in €)		2008				2007
Earnings per ordinary share (attributable to shareholders of the parent)			0.74				0.88
Diluted earnings per ordinary share			0.74				0.87

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

INTERIM

4.3 Condensed consolidated statement of cash flows* of ING Group for the three month period ended

		3 months ending
		31 March				31 March
(in € mln)		2008				2007
Net cash flow from operating activities			-4,367				-8,383
Investments and advances:
Group companies			-452				-59
Associates			-417				-168
Available-for-sale investments			-68,686				-74,822
Held-to-maturity investments			—				—
Real estate investments			-88				-196
Property and equipment			-100				-99
Assets subject to operating lease			-353				-384
Investments for risk of policyholders			-10,544				-12,362
Other investments			-91				-82
Disposals and redemptions:
Group companies			75				1
Associates			95				212
Available-for-sale investments			69,895				80,529
Held-to-maturity investments			522				249
Real estate investments			63				178
Property and equipment			89				27
Assets subject to operating lease			95				100
Investments for risk of policyholders			8,971				11,734
Other investments			2				9
Net cash flow from investing activities			-924				4,867
Proceeds from issuance of subordinated loans			—				—
Repayments of subordinated loans			—				—
Proceeds from borrowed funds and debt securities			99,483				90,475
Repayments of borrowed funds and debt securities			-83,850				-86,833
Issuance of ordinary shares			447				7
Sale of treasury shares			104				136
Purchase of treasury shares			-1,593				-372
Dividends paid			-9				-8
Net cash flow from financing activities			14,582				3,405
Net cash flow			9,291				-111
Cash and cash equivalents at beginning of period			-16,811				-1,795
Effect of exchange rate changes on cash and cash equivalents			340				74
Cash and cash equivalents at end of period			-7,180				-1,832
Cash and cash equivalents comprises the following items
Treasury bills and other eligible bills			4,261				6,445
Amounts due from/to banks			-25,897				-25,610
Cash and balances with central banks			14,456				17,333
Cash and cash equivalents at end of period			-7,180				-1,832

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

INTERIM

4.4 Condensed consolidated statement of changes in equity* of ING Group for the three month period ended

		3 months ending												3 months ending
		31 March												31 March
		2008												2007
		Total												Total
		shareholders’												shareholders’				Minority
(in € mln)		equity (parent)				Minority interests				Total				equity (parent)				interests				Total
Balance at beginning of period			37,208				2,323				39,531				38,266				2,949				41,215
Unrealised revaluations after taxation			-4,730				10				-4,720				860				1				861
Realised gains/losses transferred to profit and loss			-142				—				-142				-640				—				-640
Change in cash flow hedge reserve			-79				—				-79				-353				—				-353
Transfer to insurance liabilities/DAC			293				-3				290				232				-1				231
Employee stock options and share plans			26				—				26				27				—				27
Exchange rate differences			-1,582				-177				-1,759				-59				—				-59
Total amount recognised directly in equity			-6,214				-170				-6,384				67				—				67
Net profit			1,540				24				1,564				1,894				65				1,959
Change in composition of the group			—				-163				-163				—				-1,068				-1,068
Dividend			—				-9				-9				—				—				—
Purchase/sale of treasury shares			-1,398				—				-1,398				-64				—				-64
Exercise of warrants and options			448				—				448				7				—				7
Other revaluations			—				-4				-4				-53				-8				-61
Other			—				—				—				—				—				—
Balance at end of period			31,584				2,001				33,585				40,117				1,938				42,055

The accompanying notes referenced from 4.5.1 to 4.5.9 are an integral part of these condensed consolidated interim accounts

INTERIM

4.5 Notes to the condensed consolidated interim accounts*

INTERIM

4.5.1 Basis of preparation

These condensed consolidated interim accounts have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The accounting principles used to prepare these condensed consolidated interim accounts comply with International Financial Reporting Standards as adopted by the European Union and are consistent with those set out in the notes to the 2007 Consolidated Annual Accounts of ING Group.

IFRIC 12 Service concession arrangements and IFRIC 14 The limit of a defined benefit asset, minimum funding requirements and their interaction became effective as of 1 January 2008. Neither of these interpretations had a material effect on equity or profit for the period. No other new standards became effective in the first quarter of 2008 and recently issued standards that become effective after 31 March 2008 are not expected to have a material effect on equity or profit for the period. ING Group has not early adopted any new International Financial Reporting Standards or Interpretation in the first quarter.

International Financial Reporting Standards as adopted by the EU provide several options in accounting principles. ING Group’s accounting principles under International Financial Reporting Standards as adopted by the EU and its decision on the options available are set out in the section “Principles of valuation and determination of results” in the 2007 Annual Accounts.

These condensed consolidated interim accounts should be read in conjunction with ING Group’s 2007 Annual Accounts.

Certain amounts recorded in the condensed consolidated interim accounts reflect estimates and assumptions made by management. Actual results may differ from the estimates made. Interim results are not necessarily indicative of full-year results.

The presentation of, and certain terms used in, these condensed consolidated interim accounts have been changed in the first quarter to provide more relevant information. Certain comparative amounts have been reclassified to conform with the current period presentation. None of the changes are significant in nature.

INTERIM

4.5.2 Loans and advances to customers by insurance and banking operations

		31 March				31 December
(in € mln)		2008				2007
Insurance operations			29,895				27,576
Banking operations			544,893				528,540
			574,788				556,116
Eliminations			-6,182				-3,152
			568,606				552,964

INTERIM

4.5.3.a Loans and advances to customers by type — banking operations

		31 March				31 December
(in € mln)		2008				2007
Loans to or guaranteed by public authorities			23,339				23,639
Loans secured by mortgages			275,900				273,928
Loans guaranteed by credit institutions			7,813				2,542
Other personal lending			26,535				24,759
Other corporate loans			213,162				205,660
			546,749				530,528
Provision for loan losses			-1,856				-1,988
			544,893				528,540

INTERIM

4.5.3.b Continued — Changes in loan loss provision

		Insurance								Banking								Total
		31 March				31 December				31 March				31 December				31 March				31 December
(in € mln)		2008				2007				2008				2007				2008				2007
Opening balance			30				37				2,001				2,642				2,031				2,679
Changes in the composition of the group			—				-3				—				98				—				95
Write-offs			-1				-11				-241				-952				-242				-963
Recoveries			—				1				26				59				26				60
Increase in loan loss provision			6				8				98				125				104				133
Exchange differences			—				-1				-32				-19				-32				-20
Other changes			—				-1				15				48				15				47
Closing balance			35				30				1,867				2,001				1,902				2,031
The closing balance is included in
- amounts due from banks			—				—				11				13				11				13
- loans and advances to customers			35				30				1,856				1,988				1,891				2,018
			35				30				1,867				2,001				1,902				2,031

Changes in loan loss provisions relating to insurance operations are presented under Investment income. Changes in the loan loss provision relating to banking operations are presented on the face of the profit and loss account.

INTERIM

4.5.4 Investment income

		Insurance								Banking								Total
		31 March								31 March								31 March
(in € mln)		2008				2007				2008				2007				2008				2007
Income from real estate investments			13				20				52				66				65				86
Dividend income			160				102				43				40				203				142
Income from investments in debt securities			1773				1,550				—				—				1,773				1,550
Income from loans			453				645				—				—				453				645
Realised gains/losses on disposal of debt securities			107				10				26				74				133				84
Impairments of available-for-sale debt securities			-52				1				-26				—				-78				1
Realised gains/losses on disposal of equity securities			100				245				29				117				129				362
Reversals/impairments of available-for-sale equity securities			-37				-8				-7				-3				-44				-11
Change in fair value of real estate investments			10				12				-33				26				-23				38
			2,527				2,577				84				320				2,611				2,897

INTERIM

4.5.5 Other income

		Insurance								Banking								Total
		31 March								31 March								31 March
(in € mln)		2008				2007				2008				2007				2008				2007
Net gains/losses on disposal of group companies			46				—				4				2				50				2
Valuation results on non-trading derivatives			526				-208				91				-22				617				-230
Net trading income			-209				83				229				349				20				432
Profit from associates			36				170				-15				63				21				233
Other income			81				79				247				118				328				197
			480				124				556				510				1,036				634
Profit from associates includes:
Share of results from associates			36				170				3				63				39				233
Impairments			—				—				-18				—				-18				—
			36				170				-15				63				21				233

INTERIM

4.5.6 Segment Reporting

		Insurance				Insurance				Insurance				Wholesale				Retail				ING												Total
(in € mln)		Europe				Americas				Asia/Pacific				Banking				Banking				Direct				Other				Eliminations				Group
31 March 2008
Total income			4,407				7,494				4,328				1,307				1,946				609				-39				-54				19,998
Underlying profit before tax			339				317				182				570				638				155				-74								2,127
Divestments							62																				-16								46
Special items (1)																			-126																-126
Profit before income tax			339				379				182				570				512				155				-90								2,047
31 March 2007
Total income			4,840				6,873				3,103				1,329				1,877				561				-6				-61				18,516
Underlying profit before tax			441				533				159				665				610				165				-139								2,434
Divestments			27																																27
Profit before income tax			468				533				159				665				610				165				-139								2,460

(1)		Comprises expenses related to Retail Netherlands Strategy (Combining ING Bank and Postbank) of EUR 32 milion and expenses related to unwinding Postkantoren BV of EUR 94 million

INTERIM

4.5.7 Acquisitions and Disposals

Acquisitions and disposals reported in the three months to 31 March 2008

In February 2008, ING Group announced that it has reached an agreement with AXA to sell part of its Mexican business, Seguros ING SA de CV and subsidiaries, for a price of approximately EUR 1.0 billion. Under the terms of the agreement, ING will divest companies that comprise its non-life businesses of P&C and Auto, plus its Health and Life insurance lines, its Health Maintenance Organization (ISES) and its Bonding Business. This sale, which is subject to regulatory approval and is expected during the course of 2008, will allow ING to focus on growing its existing Mexican pension and annuities businesses.

In January 2008 ING completed the sale of its health business in Chile, ING Salud, to Said Group and Linzor Capital Partners, resulting in a gain on disposal of EUR 62 million.

In January 2008, ING announced that it has received final approval from the regulators in Chile and had therefore closed the transaction to acquire 100 percent of Banco Santander’s pension and annuity businesses in Chile. This transaction was one of five acquisitions made in South America. The acquisitions in Mexico, Chile, Colombia, Uruguay and Argentina were all completed in 2007.

The initial accounting for the fair value of the net assets of certain companies acquired within the last 12 months has been determined only provisionally at 31 March 2008. Also, the analysis of the contributory factors relating to goodwil will only be determined once the final values have been determined. The initial accounting shall be completed within a year of acquisition in accordance with IFRS 3 and the policies, procedures and risk management of the companies acquired shall be brought in line with ING accordingly.

Acquisitions and disposals reported after 31 March 2008

In May 2008, ING announced that it has reached agreement to buy the entire share capital of Citistreet LLC for a total consideration of EUR 578 million. Citistreet is one of the premier retirement plan and benefit service and administrative organisations in the US defined marketplace. The purchase is subject to customary closing conditions and is expected to be completed in the second half of 2008.

INTERIM

4.5.8 Issuances, repurchases and repayment of debt and equity securities in issue

Reported in the three month period 1 January to 31 March 2008

Share buy-back

On 16 May 2007 ING announced a plan to adopt a buyback programme under which it plans to purchase ordinary shares (or depositary receipts for such shares), with a total value of EUR 5 billion over a period of 12 months, beginning in June 2007. In this quarter the number of (depositary receipts for) ordinary shares repurchased under this program is 63 million (and a total to date of 155 million) at an average price of EUR 22.35 (with an average price to date of EUR 27.14) and a consideration of EUR 1,411 million (Total consideration to date is EUR 4,205 million). Cumulatively this represents completion of approximately 84% of the repurchase programme.

Delta hedge portfolio for employee options

To rebalance the delta hedge portfolio for employee options ING sold 3,570,000 (depository receipt for) ordinary shares in the first quarter at an average price of EUR 21.70. As at 31 March 2008 the hedge book holds 32.4 million (depositary receipts for) ordinary ING shares representing 1.4% of the total 2,244 million shares outstanding.

Reported after 31 March 2008

Buy-back of preference A shares

On 22 April 2008 at the General Meeting of Shareholders (GMS), the GMS authorised the cancellation of all preference A shares purchased by ING Groep N.V. as well as the redemption and cancellation of the preference A shares which are not held by the company, which follows the public offer made for the (depositary receipts for) preference A shares as announced on 5 March 2008. The offer on 5 March was for the 6,012,839 issued and outstanding (depositary receipts of preference shares A of ING Groep N.V., with a nominal value of EUR 1.20 each. The purchase price for each share offered was EUR 3.60, or EUR 21,6 million in total. The offer price is in line with the earlier buy backs of preference shares ING has completed and represents a premium of approximately 20 percent on the closing price on Tuesday 4 March 2008.

The purpose of the intended buy back of the preference A shares is to simplify the corporate ownership and capital structure of ING on a one-share-one-vote basis. Furthermore, ING intends to optimise its capital structure and therefore ING no longer needs preference shares as a source of financing. The purchase of the preference A shares has no significant impact on ING Group’s earnings or key ratios and will not impact the ongoing share buy back programme for ordinary ING shares.

Issue of perpetual subordinated bonds

On 5 April ING Group announced that it raised EUR 1.5 billion from the sale, at par, of euro-denominated perpetual subordinated bonds called ING Perpetuals IV The yearly coupon of 8% (a fixed coupon amount of EUR 80 on a minimum denomination of EUR 1,000 nominal) will be paid from 18 April 2009. ING can call the issue at par after 5 years and annually thereafter. The issue qualifies as hybrid Tier-1 capital for ING Group.

INTERIM

4.5.9 Market developments

Effects of market developments during the first quarter of 2008

In the first quarter of 2008 the total expense recognised in the profit and loss relating to the ongoing credit and liquidity crisis was EUR 80 million. This amount relates to exposures to pressurised asset classes and leveraged finance, as well as monoline insurers and investments in Structured Investment Vehicles (SIVs) and Asset-Backed Commercial Paper. Furthermore ING recognised EUR -3,627 million directly in equity relating to the pre-tax revaluation of pressurised asset classes.

INTERIM

5. Review report

To the shareholders, Supervisory Board and Executive Board

Introduction

We have reviewed the accompanying condensed consolidated balance sheet of ING Groep N.V. (the ‘Company’), Amsterdam, as at
31 March 2008, the related condensed consolidated profit and loss account and the related condensed consolidated statement of cash flows and statement of changes in equity for the three-month period then ended and explanatory notes. Management of the Company is responsible for the preparation and presentation of these condensed consolidated interim accounts in accordance with International Financial Reporting Standards as adopted by the European Union (‘IAS 34’). Our responsibility is to express a conclusion on these condensed consolidated interim accounts based on our review.

Scope of Review

We conducted our review in accordance with Dutch law, including Standard 2410, ‘Review of Interim Financial Information Performed by the
Independent Auditor of the Entity’. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim accounts are not prepared, in all material respects, in accordance with IAS 34.

Amsterdam, 14 May 2008

for Ernst & Young Accountants

was signed C.B. Boogaart