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                                                                    EXHIBIT 8(c)

[SULLIVAN & CROMWELL LETTERHEAD]





                                                           September 12, 1997



ING Groep N.V., 
  Strawinskylaan 2631,
    P.O. Box 801, 1000 AV Amsterdam,
      The Netherlands.

Ladies and Gentlemen:

         As special tax counsel to ING Groep N.V. (the "Company") in 
connection with the proposed merger of Equitable of Iowa Companies with and
into a controlled subsidiary of the Company, as more fully described in the
Prospectus/Proxy Statement on Form F-4 relating to the merger, it is our
opinion that the description under the heading "Certain Federal Income Tax
Consequences of the Merger" is a fair and accurate summary of the material
federal income tax consequences of the merger.

         We hereby consent to the filing with the Securities and Exchange 
Commission of this opinion as an exhibit to the Company's Prospectus/Proxy 
Statement and the reference to us under the heading "Taxation - United States 
Taxation" in the Prospectus/Proxy Statement.  By giving the foregoing consent 
we do not admit that we come within the category of persons whose consent is 
required under Section 7 of the Securities Act of 1933, as amended.

                                                Very truly yours,

                                                /s/ SULLIVAN & CROMWELL