sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 10)

Reed Elsevier N.V.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

758204

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)
o      Rule 13d-1(c)
þ      Rule 13d-1(d)


CUSIP No. 758204		13G		Page 2 of 6 Pages


1	NAME OF REPORTING PERSONS ING Groep N.V. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands

		5	SOLE VOTING POWER

NUMBER OF			70,309,541 ^{1 2}

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			70,309,541 ^{1 2}

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	70,309,541

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 326,552 Custodian shares

	þ

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	9.39%

12	TYPE OF REPORTING PERSON

	HC


¹ 2,890,900 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

² 6,800 of these shares are held by indirect subsidiaries of ING Groep N.V. in their role as trustee.


CUSIP No. 758204		13G		Page 3 of 6 Pages


Item 1(a).		Name of Issuer:

		Reed Elsevier N.V.

Item 1(b).		Address of Issuer's Principal Executive Offices:

		Van de Sande Bakhuyzenstraat 4
		1061 AG Amsterdam
		The Netherlands

Item 2(a).		Name of Person Filing:

		ING Groep N.V.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		Amstelveenseweg 500
		1081 KL Amsterdam
		The Netherlands

Item 2(c).		Citizenship:

		See item 4 on Page 2

Item 2(d).		Title of Class of Securities:

		Ordinary Shares

Item 2(e).		CUSIP Number:

		758204

Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)


		(a) o		Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

		(b) o		Bank as defined in Section 3(a)(6) of the Exchange Act;

		(c) o		Insurance company as defined in Section 3(a)(19) of the Exchange Act;

		(d) o		Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);

		(e) o		Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;


CUSIP No. 758204		13G		Page 4 of 6 Pages


		(f) o		Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;

		(g) o		Parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) under the Exchange Act;

		(h) o		Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

		(i) o		Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

		(j) o		Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange Act.


Item 4.		Ownership.


		(a) Amount beneficially owned:

See item 9 on Page 2


		(b) Percent of class:

See item 11 on Page 2


		(c) Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			See item 5 on Page 2

	(ii)		Shared power to vote or to direct the vote:

			See item 6 on Page 2

	(iii)		Sole power to dispose or to direct the disposition of:

			See item 7 on Page 2 (iv) Shared power to dispose or to direct the disposition of:

			See item 8 on Page 2


Item 5.		Ownership of Five Percent or Less of a Class.

		Not Applicable


CUSIP No. 758204		13G		Page 5 of 6 Pages


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable

Item 9.		Notice of Dissolution of Group.

		Not Applicable

Item 10.		Certification.

		Not Applicable


CUSIP No. 758204		13G		Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		February 14, 2008 (Date)

		ING GROEP N.V.

		By:
		/s/ J. Emke-Petrelluzzi Bojanic

		(Signature)

		J. Emke-Petrelluzzi Bojanic
		Compliance Officer ING Holdings/CHAIR (Name/Title)

		/s/ Carl-Eric M. Rasch

		(Signature)

		Carl-Eric M. Rasch
		Head of Compliance, Regulator & Industry Body Liaison Netherlands (Name/Title)