SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

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

For May 5, 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): ___

     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): ___

     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).

 

 

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This Report contains a copy of the following:

(1)

The Press Release issued on May 5, 2008.

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Amsterdam, 5 May 2008

Progress on share repurchase programme ING

ING announced today that, in line with the launch of its EUR 5.0 billion share buy back programme on 4 June 2007, the company has repurchased 1,550,000 (depositary receipts for) shares during the week of 28 April until 5 May.

The (depositary receipts for) shares were repurchased at an average price of EUR 24.28 for a total amount of EUR 37,635,675.00. For detailed information on the daily repurchased shares, see the ING website at www.ing.com/investorrelations.

The total number of (depositary receipts for) shares repurchased under this programme to date is 172,707,193 ordinary shares for a total consideration of EUR 4,642,307,615.08. To date approximately 92.8% of the repurchase programme has been completed.

The repurchase programme is expected to run until June 2008.

Press enquiries
Carolien van der Giessen
ING Group
+31 20 5416522
carolien.van.der.giessen@ing.com

Profile ING

ING is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

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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 5, 2008

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