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July 5, 2006

VIA EDGAR
---------

U.S. Securities and Exchange Commission
100 F Street, NE
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, 2006; 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) 477.2649

                                                     Sincerely,

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

Attachment

cc: Jeffrey S. Puretz
    Dechert LLP




7337 E. Doubletree Ranch Rd.        Tel: 480-477-3000       ING Investments, LLC
Scottsdale, AZ 85258-2034           Fax: 480-477-2700
                                    www.ingfunds.com