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<SEC-DOCUMENT>0001047469-06-009060.txt : 20091102
<SEC-HEADER>0001047469-06-009060.hdr.sgml : 20091102
<ACCEPTANCE-DATETIME>20060629122211
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001047469-06-009060
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING PRIME RATE TRUST
		CENTRAL INDEX KEY:			0000826020
		IRS NUMBER:				956874587
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		4804773000

	MAIL ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM AMERICA PRIME RATE TRUST
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST/
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<Page>

[ING Funds Logo]

June 29, 2006

VIA ELECTRONIC MAIL AND EDGAR

Mr. Brion Thompson, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Re:  ING PRIME RATE TRUST
     (FILE NOS. 333-61831/333-68239 AND 811-05410)

Dear Mr. Thompson:

This letter responds to comments provided to Paul A. Caldarelli on June 12, 2006
for Post-Effective Amendment No. 15 to the Registration Statement on Form N-2
for ING Prime Rate Trust ("Registrant"). Our summaries of the comments and our
responses thereto are provided below. In addition, attached is the Tandy Letter
(Attachment A).

PROSPECTUS

PROSPECTUS SYNOPSIS (PAGE 2)

1.   COMMENT:  Pursuant to Guide 1, the Staff noted the use of proceeds and
     requested the time limit which the Trust expects to use proceeds.

     RESPONSE: The disclosure has been revised to include that the Trust expects
     to use proceeds within three months.

2.   COMMENT:  The Staff noted that "the Adviser receives an annual fee, payable
     monthly, in an amount equal to 0.80% of the Trust's average daily gross
     asset value, minus the sum of the Trust's accrued and unpaid dividends on
     any outstanding preferred shares and accrued liabilities (other than
     liabilities for the principal amount of any borrowings incurred, commercial
     paper or notes issued by the Trust..." The Staff requested to explain how
     derivatives will be valued for the Advisory fee.

     RESPONSE: For Advisory fee purposes, derivatives would be valued as
     follows:

     * Interest rate swaps. Notional value excluded. Value is based on dealer
     marks or an internal mark to market calculation based on Eurodollar
     futures.
     * Credit Default Swaps. If a deposit is placed with counterparty, notional
     value is excluded. Mark to market is based on dealer marks. If no deposit
     is placed, notional value is typically included for advisory fee.


<Page>

     * Futures and options. Notional value is excluded. Mark to market is
     include and based on external pricing or dealer marks.
     * Currency forwards. Notional value is excluded. Mark to market is based on
     external pricing.

PROSPECTUS SYNOPSIS - DIVERSIFICATION (PAGE 4)

3.   COMMENT:  The Staff noted that under the section entitled
     "Diversification," the Trust will consider a borrower on a loan, including
     a loan participation, to be the issuer of that loan. The Staff requested
     clarification with respect to how the Trust will consider each lender of a
     loan under which the Trust does not have privity with the borrower or would
     not have a direct cause of action against the borrower in the event of the
     failure of the borrower to pay scheduled principal or interest.

     RESPONSE: The disclosure has been revised to include a discussion of
     considering each interpositioned bank (a lender from which the Trust
     acquires a Senior Loan) to be an issuer of the loan.

THE TRUST'S INVESTMENTS (PAGE 14)

4.   COMMENT:  The Staff requested a discussion of the rights of parties under
     assignments versus loan participations.

     RESPONSE: The rights and obligations of the Trust are different under an
     assignment versus a loan participation. Disclosure has been revised to
     include a discussion of the rights of the Trust under a loan participation.

INVESTMENT MANAGEMENT AND OTHER SERVICE PROVIDERS (PAGE 23)

5.   COMMENT:  Pursuant to Item 9(c), the Staff requested, if applicable, to
     revise the first paragraph of the section entitled "Portfolio Management"
     to include, "The following individuals comprise the investment committee of
     the Trust and JOINTLY share the responsibility for the day-to-day
     management of the Trust's Portfolio."

     RESPONSE: The disclosure has been revised to include JOINTLY.

6.   COMMENT:  Pursuant to Item 9(c), the Staff requested to provide a
     description of Mr. Curtis F. Lee's responsibilities.

     RESPONSE: The disclosure has been revised, as requested.


                                    *   *   *
<Page>

Should you have any questions or comments regarding this letter, please contact
the undersigned at 480.477.2649.

Very truly yours,

/s/ Paul A. Caldarelli
- ----------------------
Paul A. Caldarelli
Counsel
ING U.S. Legal Services

Attachment

cc:  Huey P. Falgout, Jr., Esq.
      ING U.S. Legal Services

     Jeffrey S. Puretz, Esq.
       Dechert LLP

     Reza Pishva
       Dechert LLP

<Page>

                                  ATTACHMENT A



<Page>

[ING LOGO]

June 29, 2006

VIA EDGAR

Mr. Brion R. Thompson, Esq.
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

RE:  ING PRIME RATE TRUST
     (FILE NOS. 333-61831/333-68239 AND 811-05410)

Dear Mr. Thompson:

ING Prime Rate Trust ("Registrant") is responsible for the adequacy and accuracy
of the disclosure in this filing. Further, the Registrant recognizes that the
Staff's comments, or changes to disclosure in response to the Staff's comments,
does not foreclose the Securities and Exchange Commission ("SEC") from taking
any action with respect to the filing. Lastly, if, to our knowledge, an inquiry
or investigation is currently pending or threatened by the SEC and if the SEC
subsequently, in order to protect its investigative position, so requests, the
Registrant will not assert Staff comments with respect to the inquiry or
investigation as a defense in any proceeding initiated by the SEC or any person
under the federal securities laws of the United States. This representation
should not be construed as confirming that there is, or is not, in fact, any
inquiry or investigation currently pending or threatened.

Please direct any questions or additional comments you may have concerning this
letter to the undersigned at 480.477.2666. Thank you.

Regards,

/s/ Huey P. Falgout, Jr.
- ------------------------
Huey P. Falgout, Jr.
Chief Counsel
ING U.S. Legal Services

Attachments
cc:  Jeffrey Puretz, Esq.
     Dechert LLP
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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