ING Groep N.V.
Ticker:ING Strawinskylaan 2631 P.O. Box 810
Exchange:New York Stock Exchange Amsterdam, NETH 1077 ZZ
Industry:Financial (SIC Code 6311)

Offering Information
Type of Shares:American Depositary Receipts Filing Date:5/20/97
U.S. Shares:6,500,000 Offer Date:6/12/97
Non-U.S. Shares:0 Filing Price:$41.55
Primary Shares:6,500,000 Offer Price:$46.48
Secondary Shares:0 Gross Spread:$1.58
Offering Amount: $270,074,995 Selling:$0.95
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
ING Baring (U.S.) Securities, Inc.Lead Manager (212) 409-7900
Goldman, Sachs & Co.Co-manager (212) 902-5959
Merrill Lynch & Co.Co-manager (212) 449-4600
Morgan Stanley & Co. IncorporatedCo-manager (212) 761-5900

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Sullivan & Cromwell
Bank's Law Firm: Davis, Polk & Wardwell

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96
Revenue:$25,354.00Assets:
Net Income:$1,771.00Curr Assets:
EPS:$2.31Liabilities:
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company operates in 58 countries worldwide and is one of the world's largest integrated financial service providers, offering a comprehensive range of life and non-life insurance, commercial and investment banking, asset management & related products. The company has extensive operations in Europe, North America, South America, Africa, Asia and Australia. In 1996 the company had gross written premiums of NLG 24,322 million making it the largest insurer in the Netherlands. In the Netherlands, the company is the largest life and pension insurer and the second largest non-life insurer, with market shares of 22.9% and 30.2% of individual life and group life insurance, respectively, and a market share of 10.0% of non-life insurance, in each case based on gross premiums written in 1995. The company bank is the third largest bank in the Netherlands based on total banking assets in 1996 and has the leading position in the Dutch payments transfer system, with a market share of 49% based on transactions volume. The company, through its banking and insurance operations, has a financial relationship with approximately 75% of households in the Netherlands.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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