Form 12b-25


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


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SEC FILE NUMBER
1-14642
CUSIP NUMBER - N/A





(Check One): [ ]Form 10-K  [ ]Form 20-F   [x]Form 11-K   [ ] Form 10-Q
             [ ]Form N-SAR

For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

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Read  Instruction (on back page) Before  Preparing  Form.  Please Print or Type.
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Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any Information contained herein.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION


Full Name of Registrant

ING Groep N.V.
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Former Name if Applicable

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Address of Principal Executive Office

Amstelveenseweg 500
1081 KL Amsterdam
The Netherlands
or
P.O. Box 810
1000 AV Amsterdam
The Netherlands
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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     [ x ] (a) The reasons described in reasonable detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

     [ x ] (b) The subject  annual  report,  semi-annual  report,  transition
          report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof,
          will be filed on or before the  fifteenth  calendar day  following the
          prescribed  due date;  or the subject  quarterly  report or transition
          report on Form 10-Q, or portion thereof will be filed on or before the
          fifth calendar day following the prescribed due pate; and

     [   ] (c) The  accountant's  statement or other  exhibit  required by Rule
          12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.

The Company  could not  complete its filing of Form 11-K for the ING 401(k) Plan
for ILIAC Agents for the period  ending  December 31, 2002 (the "Form 11-K") due
to delay in obtaining and compiling  financial and other information in order to
complete the annual  financial  statements  which are required to be included in
the Form 11-K,  which  delay  could not be  eliminated  by the  Company  without
unreasonable  effort and expense.  The Company  believes that it will be able to
obtain  and  file  such  information  by the 15th  calendar  day  following  the
prescribed due date of the Form 11-K.

PART IV-- OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

       B. Scott Burton                (770)                    980-5637
---------------------------    ------------------      -------------------------

          (Name)                   (Area Code)             (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s). [x]  Yes  [ ]  No
________________________________________________________________________________

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [x] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                 ING Groep N.V.
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                  (Name of Registrant as Specified in Charter)




     Has caused this  notification to be signed on its behalf by the undersigned
     hereunto duly authorized.

Date     June 25, 2003                 By     /s/B. Scott Burton
----------------------                 ---------------------------------
                                                B. Scott Burton
                                               Attorney-in-fact


ING Group
Corporate Legal & Compliance Department
P.O. Box 810
1000 AV Amsterdam, The Netherlands


To whom it concerns                                Department and location code
                                                   Legal Dept., AA 08.13
                                                   Telephone / Fax
                                                   +31 20 5418859 / 8723
                                                   Reference
                                                   Pim Brouwer
                                                   Date
                                                   26 June 2002


Subject
Power of Attorney

Know all men by these  presents  that we, ING Groep  N.V.,  a  corporation  duly
organised  and  existing  under  the laws of The  Netherlands,  with  registered
address at  Strawinskylaan  2631,  1077 ZZ Amsterdam,  The  Netherlands,  hereby
delegate  authority  to B. Scott  Burton to sign on behalf on ING Groep N.V. any
document  or form and do all other  things  necessary  for the  filing  with the
Securities and Exchange  Commission of the employee benefit plans established by
ING Group for the benefit of employees of ING Group within the United  States of
America.

ING Groep N.V.  hereby  agrees to ratify and confirm  anything  lawfully done or
purported to be done by Mr. Burton pursuant to this Power of Attorney.

We hereby  declare that this Power of Attorney will be valid for a period of one
year from the date hereof and shall be of no further effect after that date.

This  Power of  Attorney  and all  rights and  obligations  thereunder  shall be
governed by and construed in accordance  with the laws of The  Netherlands.  All
disputes that may arise from or in connection  with this Power of Attorney shall
be submitted to the  jurisdiction  of the competent  court in The Netherlands to
the exclusion of all other authorities.

IN WITNESS WHEREOF, we have hereunto set our hands this 26th day of June 2002.


Authorised Signatory                              Authorised Signatory
ING Groep N.V.                                    ING Groep N.V.

/s/ Diederik van Wassenaer                        /s/ J.H.J (Jan) Hoben
---------------------------                     -------------------------------


Strawingskylaan 2631, Amsterdam                   Fax:  +31 20 5418723
The Netherlands                                   ING Groep N.V.
Tel. +3 20 5415411



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

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Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).
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                              General Instructions

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and  Regulations  under the  Securities  Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on Form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report  solely due to  electronic  difficulties.  Filers unable to
submit a report  within  the  time  period  prescribed  due to  difficulties  in
electronic  filing  should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss  232.201 or ss 232.202 of this  chapter) or apply for an  adjustment  in
filing  date  pursuant to Rule 13(b) of  Regulation  S-T (ss  232.13(b)  of this
Chapter).

http://www.sec.gov/divisions/corpfin/forms/12b-25.htm
Last update: 10/21/2002