[ING LETTERHEAD]

July 7, 2003

VIA EDGAR

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  ING Prime Rate Trust
    (SEC File Nos. 333-61831, 811-05410)
    (SEC File Nos. 333-68239, 811-05410)

Dear Sir or Madam:

Please be advised that in lieu of filing a copy of a form of the ING Prime Rate 
Trust prospectuses and statement of additional information under Rule 497(c) 
under the Securities Act of 1933, as amended (the "Act"), we hereby certify the 
following pursuant to Rule 497(j) under the Act:

(1)  that the form of the prospectuses and statement of additional information 
     that would have been filed under Rule 497(c) of the 1933 Act would not have
     differed from that contained in the above-referenced registration statement
     on Form N-2 (the "Registration Statement") filed on June 30, 2005; and

(2)  that the text of the Registration Statement was filed electronically with 
     the Securities and Exchange Commission.

Should you have any questions, please contact the undersigned at (480) 477-2648.

Sincerely,

/s/ Ernest J. C'DeBaca

Ernest J. C'DeBaca
Counsel
ING U.S. Legal Services

Attachment

cc:  Jeffrey S. Puretz
     Dechert LLP