SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 8-A/A
                               (Amendment No. 1)

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 ING GROEP N.V.
             (Exact name of Registrant as Specified in its Charter)

        THE NETHERLANDS                               NOT APPLICABLE
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                               AMSTELVEENSEWEG 500
                                1081 KL AMSTERDAM
                         P.O. BOX 810, 1000 AV AMSTERDAM
                                 THE NETHERLANDS
                           TELEPHONE: 31-20-541-54-11
                  (Address and Telephone Number of Registrant's
                          Principal Executive Offices)


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [ ]

   Securities Act registration file number to which this form relates: 333-84226

   Securities to be registered pursuant to Section 12(b) of the Act:

        Title of Each Class                       Name of Each Exchange on
        to be so Registered                 Which Each Class is to be Registered
        -------------------                 ------------------------------------

6.20% ING Perpetual Debt Securities             New York Stock Exchange, Inc.

   Securities to be registered pursuant to Section 12(g) of the Act: None

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

            The description of the securities to be registered hereby is
incorporated by reference to the description that appears under the caption
"Description of Debt Securities We May Offer" in the Prospectus and under the
caption "Description of the ING Perpetual Debt Securities" in the Prospectus
Supplement, both relating to the Registrant's Registration Statement on Form F-3
(the "Form F-3") under the Securities Act of 1933, as amended, as filed with the
Securities and Exchange Commission (the "Commission") on March 5, 2002 (File No.
333-84226), as amended by Amendment No. 1 thereto, filed on May 7, 2002,
Amendment No. 2 thereto, filed on June 5, 2002, and Amendment No. 3 thereto,
filed on July 1, 2002. On October 21, 2003, the Registrant filed with the
Commission pursuant to Rule 424(b)(5) the Prospectus Supplement, dated October
17, 2003, relating to the 6.20% ING Perpetual Debt Securities (the "ING
Perpetual Debt Securities"), and on October 22, 2003, a report on Form 6-K.

ITEM 2. EXHIBITS.

            1.    Form of Subordinated Indenture between the Registrant and The
                  Bank of New York, as trustee (incorporated by reference from
                  Exhibit 4.2 to the Form F-3).

            2.    Form of Third Supplemental Indenture between the Registrant
                  and The Bank of New York, as trustee, setting forth the terms
                  of the ING Perpetual Debt Securities (incorporated by
                  reference from Exhibit 4.2 to the Registrant's report on Form
                  6-K filed with the Commission on October 22, 2003).


            3.    Form of ING Perpetual Debt Security (incorporated by
                  reference from Exhibit 4.2 to the Registrant's report on Form
                  6-K filed with the Commission on October 22, 2003).


                                    SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.

                                            ING Groep N.V.
                                            (registrant)


Date:  October 23, 2003                     By: /s/ Cornelis F. Drabbe
                                               ---------------------------------
                                            Name:   Cornelis F. Drabbe
                                            Title:  Assistant General Counsel