SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------



                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Date of Report: MARCH 31, 2004
                        (Date of earliest event reported)





                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                       1-16725                    42-1520346
(State or other jurisdiction    Commission file number       (I.R.S. Employer
   of incorporation)                                      Identification Number)


                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                                 (515) 247-5111
              (Registrant's telephone number, including area code)


                               ------------------



<PAGE>



ITEM 7.  EXHIBITS

99.1    First Quarter 2004 Earnings Release

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 3, 2004,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2004.  The text of the  announcement  is  included  herewith as
Exhibit 99.1.




                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    PRINCIPAL FINANCIAL GROUP, INC.


                                    By:       /S/ MICHAEL H. GERSIE
                                              ----------------------------------
                                              Name:   Michael H. Gersie
                                              Title:  Executive Vice President -
                                                      and Chief Financial
                                                      Officer



Date:  May 4, 2004


                                       2
<PAGE>



                                                                    EXHIBIT 99.1

RELEASE: On receipt
MEDIA CONTACT:     Jeff Rader, 515-247-7883, rader.jeff@principal.com
INVESTOR RELATIONS CONTACT: Tom Graf, 515-235-9500,
                            investor-relations@principal.com

       PRINCIPAL FINANCIAL GROUP, INC. REPORTS FIRST QUARTER 2004 RESULTS

Des Moines,  IA (May 3, 2004) -- Principal  Financial  Group,  Inc. (NYSE:  PFG)
today announced  quarterly net income for the three months ended March 31, 2004,
of $193.6  million,  or $0.60 per diluted share compared to net income of $155.7
million,  or $0.47 per diluted  share for the three months ended March 31, 2003.
The  increase  in net income  reflects  improving  credit  quality and lower net
realized  capital losses for the three months ended March 31, 2004,  compared to
the same period last year. The company  reported  record  operating  earnings of
$222.6  million for first  quarter  2004,  compared to $210.5  million for first
quarter 2003.  Operating  earnings per diluted share for first quarter 2004 were
$0.69, also a record,  compared to $0.63 for the same period in 2003.  Operating
revenues for first  quarter  2004 were  $2,303.9  million,  compared to $2,378.9
million for the same period last year.1

"The Principal's record first quarter  performance was driven by 25-plus percent
operating  earnings  growth in our US and  International  Asset  Management  and
Accumulation  segments and in the Life and Health Insurance segment,  as well as
solid Mortgage Banking results," said J. Barry Griswell, chairman, president and
chief  executive  officer.  "In spite of equity market  volatility and a drop in
interest rates during the quarter,  we delivered nine percent growth in earnings
per share compared to a year ago, reflecting continued progress in executing our
growth initiatives."

     Highlights for the first quarter 2004 include:

o    Record  quarterly  operating  earnings of $222.6 million,  including record
     earnings in two of the company's four  operating  segments - $122.0 million
     for U.S. Asset Management and Accumulation,  and $74.8 million for Life and
     Health Insurance.
o    Continued  strong sales of the  company's  key  retirement  and  investment
     products,  including a record $826 million of mutual  funds,  a record $463
     million of  individual  annuities,  and pension full  service  accumulation
     sales of $1.3 billion (all organic).
o    Record assets under management of $149.8 billion, up 29 percent from a year
     ago,   including  29  percent   growth  for  U.S.   Asset   Management  and
     Accumulation,  and 67 percent growth for International Asset Management and
     Accumulation.

"U.S.  Asset  Management  and  Accumulation  was  again the key  growth  driver,
reflecting ongoing investment in our core retirement businesses," said Griswell.
"The segment  delivered a fourth  consecutive  quarter of record  earnings,  and
continued to achieve strong net cash flow and outstanding  account value growth.
Pension  full  service  accumulation  net cash flow for the quarter  exceeded $1
billion,  again beating our long-term target for this business, and contributing
to a $13.5 billion, or 31 percent increase in full service  accumulation account
values compared to a year ago."


                                       3
<PAGE>


"Underlying  our strong results is an unwavering  focus on providing  innovative
retirement and employee benefit solutions,  responsive service,  and exceptional
convenience and choice," said Griswell.  "Our success in meeting  customer needs
was again recognized during the quarter, including: "Best in Class" ranking from
Chatham  Partners for being easy to do business with; top honors from DALBAR for
our defined  benefit  retirement  plan  statement;  and top  ranking  from SPARK
Research  Group for our employee  education and  participant  statement.  We are
clearly encouraged to see our efforts paying off, and remain  enthusiastic about
our growth prospects for the remainder of the year and beyond."

Assets under management were $149.8 billion as of March 31, 2004, an increase of
$4.9  billion,  or 3 percent  compared to December 31, 2003,  and an increase of
$33.5 billion, or 29 percent compared to March 31, 2003.

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2004 were a record $122.0 million,
compared  to $97.5  million  for the same period in 2003.  The  improvement  was
driven by record operating  earnings in the pension business of $96.0 million, a
17 percent increase compared to the same period a year ago.

Operating revenues for the first quarter increased to $897.2 million compared to
$886.0  million for the same period in 2003. The  improvement  was primarily the
result  of  increased   fees  within  the  pension  full  service   accumulation
operations.

Segment assets under management continued to increase,  reaching a record $125.9
billion as of March 31, 2004,  up 4 percent  from $120.8  billion as of December
31, 2003, and up 29 percent from $97.5 billion as of March 31, 2003.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2004 were $8.7 million, compared to
$6.6 million for the same period in 2003.  Compared to a year ago, first quarter
2004 results  reflect a full quarter's  results from the  acquisition of Tepeyac
AFORE (Mexican pension business), which occurred late in first quarter 2003.

Operating revenues were $115.5 million for first quarter 2004, compared to $76.8
million for the same period last year, primarily reflecting record annuity sales
and the impact of currency improvements in Chile.

Assets under  management for the segment were $8.2 billion as of March 31, 2004,
compared to $7.5 billion as of December  31, 2003,  and compared to $4.9 billion
as of March 31, 2003.

LIFE AND HEALTH INSURANCE

Segment  operating  earnings for first quarter 2004 were a record $74.8 million,
compared to $59.1  million for the same period in 2003.  The increase  primarily
reflects  reserve  refinements  in  the  health  business,  DPAC  unlocking  and
favorable mortality in individual life, and favorable morbidity in dental/vision
and individual disability.


                                       4
<PAGE>

Operating  revenues  increased to $1,035.3 million for the quarter,  compared to
$1,012.3  million for the same period in 2003,  largely as a result of increases
within the Specialty Benefits insurance operations. Operating revenues were down
slightly in the individual life business,  as the company has shifted  marketing
emphasis in recent years from  traditional  premium-based  products to fee-based
universal  life  and  variable  universal  life  products.   Unlike  traditional
premium-based  products,  universal life and variable universal life premium are
not reported as GAAP revenue.  Operating revenues were up slightly in the health
business,  primarily due to revenues  generated from our 2004 acquisition of the
Molloy Companies (health  administration and claims operations  headquartered in
Indianapolis, Indiana).

MORTGAGE BANKING

Segment operating earnings in first quarter 2004 were $28.6 million, compared to
$52.3  million  for the same  period  in 2003.  Mortgage  banking  earnings  are
generated from loan  production  and loan  servicing.  Production  earnings were
$23.7  million  compared  to $109.6  million  for the same  period in 2003.  The
decline in production  earnings  reflects a 56 percent  decline in mortgage loan
production  compared to a year ago, as expected due to  significant  declines in
the level of refinancing  activity.  Servicing  generated a gain of $4.9 million
during the quarter,  compared to a loss of $57.3  million for the same period in
2003.  The first  quarter 2004 gain from  servicing  reflects:  $35.1 million of
earnings from servicing operations (including a $7.1 million gain on the sale of
GNMA loans) and a $30.2 million loss from mortgage  servicing  rights  valuation
adjustment  (net of  hedges),  which was the result of  interest  rate  declines
during the quarter.

Mortgage loan  production was $6.8 billion in the first quarter 2004 compared to
$15.5  billion in the year  earlier  period.  At March 31, 2004,  the  servicing
portfolio  was $118.4  billion,  compared to $118.7  billion as of December  31,
2003, and compared to $113.3 billion as of March 31, 2003.

Operating  revenues  decreased  37 percent to $255.6  million  for the  quarter,
compared to $404.5  million for the same period last year.  Production  revenues
decreased $165.9 million, or 69 percent,  and servicing revenues increased $17.0
million, or 10 percent, from the same quarter a year ago.

CORPORATE AND OTHER

Operating  losses  for  first  quarter  2004 were  $11.5  million,  compared  to
operating  losses of $5.0 million for the same period in 2003. The first quarter
2004 results reflect a $4.7 million after-tax prepayment penalty incurred on the
early extinguishment of $200 million in surplus notes.

FORWARD LOOKING AND CAUTIONARY STATEMENTS

This press  release  contains  forward-looking  statements,  including,  without
limitation,  statements  as to sales  targets,  sales and earnings  trends,  and
management's  beliefs,  expectations,  goals and opinions.  These statements are
based  on  a  number  of  assumptions  concerning  future  conditions  that  may
ultimately  prove to be  inaccurate.  Future  events  and their  effects  on the
company may not be those  anticipated,  and actual results may differ materially
from the results  anticipated in these  forward-looking  statements.  The risks,
uncertainties  and  factors  that could  cause or  contribute  to such  material
differences  are discussed in the  company's  annual report on Form 10-K for the
year ended  December 31,  2003,  filed by the company  with the  Securities  and
Exchange Commission.  These risks and uncertainties include, without limitation:
competitive  factors;  volatility  of  financial  markets;  decrease in ratings;


                                       5
<PAGE>


interest  rate changes;  inability to attract and retain sales  representatives;
international  business risks; foreign currency exchange rate fluctuations;  and
investment portfolio risks.

FUTURE EARNINGS GUIDANCE

The Company has changed its policy on providing  future earnings  guidance,  and
will no longer  provide any quarterly  operating  earnings per share guidance or
net income per share guidance.  In addition,  the Company will no longer provide
quarterly  updates  to full  year  earnings  per share or net  income  per share
expectations  as the  year  progresses.  The  Company  will  continue  providing
investors with  information and insight into strategic  initiatives,  growth and
value  drivers,  and trend and  industry  data  critical  to  understanding  the
Company's businesses and operating environment.

STOCK OPTIONS

As communicated in the third quarter 2002 earnings release,  The Principal began
expensing   employee  stock  options  and  the  employee  stock  purchase  plan,
retroactive  to January 1, 2002.  This resulted in an after-tax  expense of $5.3
million  and $2.6  million for the three  months  ended March 31, 2004 and 2003,
respectively.

EARNINGS CONFERENCE CALL

At 9:00 A.M. (CST) tomorrow,  Chairman,  President and CEO J. Barry Griswell and
Executive  Vice  President  and CFO Mike Gersie will lead a discussion  during a
live  conference  call.  Parties  interested in listening to the conference call
live may access the webcast on the Principal  Financial Group Investor Relations
(IR) website (www.principal.com/investor) or by dialing (800) 374-1609 (U.S. and
Canadian  callers) or (706) 643-7701  (International  callers)  approximately 10
minutes prior to the start of the call.  To access the call,  leader name is Tom
Graf.  Listeners can access an audio replay of the call on the IR website, or by
calling   (800)   642-1687   (US  and  Canadian   callers)  or  (706)   645-9291
(International callers). The access code for the replay is 6515635. Replays will
be  available  through May 11,  2004.  The  financial  supplement  is  currently
available on our website and will be referred to during the conference call.

ABOUT THE PRINCIPAL FINANCIAL GROUP

The Principal  Financial  Group(R) (The Principal  (R))2 is a leader in offering
businesses,  individuals  and  institutional  clients a wide range of  financial
products and services,  including retirement and investment  services,  life and
health  insurance and mortgage  banking  through its diverse family of financial
services  companies.  More employers  choose the Principal  Financial  Group for
their 401(k) plans than any other bank, mutual fund, or insurance company in the
United States3.  A member of the Fortune 500, the Principal  Financial Group has
$149.8  billion  in assets  under  management4  and  serves  some  15.6  million
customers worldwide from offices in Asia,  Australia,  Europe, Latin America and
the United States.  Principal  Financial  Group,  Inc. is traded on the New York
Stock  Exchange  under  the  ticker  symbol  PFG.  For more  information,  visit
WWW.PRINCIPAL.COM.
                                       ###


                                       6
<PAGE>


<TABLE>
<CAPTION>
SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS


                                                                OPERATING EARNINGS* (LOSS) IN MILLIONS
                                                                             THREE MONTHS ENDED,

                                            SEGMENT             3/31/04                        3/31/03
----------------------------------------------------       ---------------------------- --------------------------
<S>                                                             <C>                            <C>
             U.S. ASSET MANAGEMENT AND ACCUMULATION             $122.0                         $ 97.5
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION                8.7                            6.6
                          LIFE AND HEALTH INSURANCE               74.8                           59.1
                                   MORTGAGE BANKING               28.6                           52.3
                                CORPORATE AND OTHER              (11.5)                          (5.0)
                                 OPERATING EARNINGS              222.6                          210.5
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED              (23.3)                         (54.1)
                        OTHER AFTER-TAX ADJUSTMENTS              (5.7)                           (0.7)
                                      NET INCOME **             $193.6                         $155.7

                                                                             PER DILUTED SHARE
                                                                            THREE MONTHS ENDED,
                                                           -------------------------------------------------------
                                                                3/31/04                        3/31/03

                                 OPERATING EARNINGS             $  0.69                        $  0.63
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED               (0.07)                         (0.16)
                        OTHER AFTER-TAX ADJUSTMENTS               (0.02)                          -
                                         NET INCOME             $  0.60                        $  0.47
        WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING               322.0                          331.7

</TABLE>

*OPERATING EARNINGS VERSUS U.S. GAAP (GAAP) NET INCOME
Management   uses  operating   earnings,   which  excludes  the  effect  of  net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments, for goal setting, determining employee compensation, and evaluating
performance on a basis comparable to that used by securities  analysts.  Segment
operating  earnings are  determined  by adjusting  U.S.  GAAP net income for net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments we believe are not  indicative of overall  operating  trends.  Note:
after-tax  adjustments  have  occurred  in the past and  could  recur in  future
reporting  periods.   While  these  items  may  be  significant   components  in
understanding and assessing our consolidated financial  performance,  we believe
the presentation of segment operating earnings enhances the understanding of our
results of  operations  by  highlighting  earnings  attributable  to the normal,
ongoing operations of our businesses.

**  Net  income  for  the  three  months  ended  March  31,  2004  reflects  net
realized/unrealized  capital  gains/(losses) of $(23.3) million,  which includes
$(14.5) million in credit losses  stemming from  impairments and credit impaired
sales,  as well as $(5.7)  million  in other  after-tax  adjustments.  The other
after-tax adjustments reflect the company's 1/1/2004 implementation of SOP 03-1,
ACCOUNTING  AND REPORTING BY INSURANCE  ENTERPRISES  FOR CERTAIN  NONTRADITIONAL
LONG-DURATION  CONTRACTS  AND FOR  SEPARATE  ACCOUNTS.  Net income for the three
months  ended March 31, 2003  reflects net  realized  capital  losses of $(54.1)
million, primarily made up of credit losses stemming from impairments and credit
impaired sales of $(52.7) million,  as well as $(0.7) million in other after-tax
adjustments.  The other  after-tax  adjustments  reflect a loss on  discontinued
operations.


                                       7
<PAGE>


<TABLE>
<CAPTION>

                         PRINCIPAL FINANCIAL GROUP, INC.
---------------------------------------------------------------------------------------------------------
                                                                    THREE MONTHS ENDED,
                                                        -------------------------------------------------
                                                                 3/31/04                 3/31/03
                                                        -------------------------------------------------
<S>                                                          <C>                      <C>
Premiums and other considerations                            $   921.8                $   905.5
Fees and other revenues                                          561.1                    632.0
Net investment income                                            817.0                    836.0
Net realized/unrealized capital losses                           (42.8)                   (76.7)
                                                        -------------------------------------------------
  TOTAL REVENUES                                               2,257.1                  2,296.8

Benefits, claims and settlement expenses                       1,187.5                  1,195.2
Dividends to policyholders                                        73.3                     80.1
Operating expenses                                               730.9                    799.3
                                                        -------------------------------------------------
  TOTAL EXPENSES                                               1,991.7                  2,074.6

Income from continuing operations before income taxes            265.4                    222.2
Income taxes                                                      66.1                     65.8
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                   199.3                    156.4
Loss from discontinued operations, net of related
  income taxes                                                     -                       (0.7)
                                                        -------------------------------------------------
Income before cumulative effect of accounting change             199.3                    155.7
Cumulative effect of accounting change, net of related
  Income taxes                                                   (5.7)                      -
                                                        -------------------------------------------------
  NET INCOME                                                 $   193.6                $   155.7

Less:
Net realized/unrealized capital losses, as adjusted              (23.3)                   (54.1)
Other after-tax adjustments                                       (5.7)                    (0.7)
                                                        -------------------------------------------------
  OPERATING EARNINGS                                         $   222.6                $   210.5
                                                        =================================================

BALANCE SHEET STATISTICS
                                                                            PERIOD ENDED,
                                                        ----------------------------------------------------------------------
                                                                 3/31/04                12/31/03                3/31/03
                                                        ------------------------  ----------------------- --------------------

Total assets (in billions)                                       110.8                    107.8                     91.8
Total equity (in millions)                                     7,987.0                  7,399.6                  6,836.8
Total equity excluding accumulated other comprehensive
  income (in millions)                                         6,447.4                  6,228.3                  5,995.3
End of period shares outstanding (in millions)                   320.8                    320.7                    328.0
Book value per share                                         $    24.90               $    23.07               $    20.84
Book value per share excluding accumulated other
  comprehensive income                                       $   $20.10               $    19.42               $    18.28

</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>

                         PRINCIPAL FINANCIAL GROUP, INC.
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO U.S. GAAP
                       (IN MILLIONS, EXCEPT AS INDICATED)

                                                                      THREE MONTHS ENDED
                                                             -------------------------------------
                                                                  3/31/04          3/31/03
                                                             ----------------- -------------------
<S>                                                                   <C>            <C>
DILUTED EARNINGS PER SHARE:
Operating Earnings                                                    0.69           0.63
Net realized/unrealized capital gains/(losses)                       (0.07)         (0.16)
Other after-tax adjustments                                          (0.02)          -
                                                             ----------------- -------------------
Net income                                                            0.60           0.47
                                                             ================= ===================
BOOK VALUE EXCLUDING OTHER COMPREHENSIVE INCOME:
Book value excluding other comprehensive income                      20.10          18.28
Net unrealized capital gains/(losses)                                 5.17           3.16
Minimum pension liability                                            (0.01)          -
Foreign currency translation                                         (0.36)         (0.60)
                                                             ----------------- -------------------
Book value including other comprehensive income                      24.90          20.84
                                                             ================= ===================
OPERATING REVENUES:
USAMA                                                               897.2          886.0
IAMA                                                                115.5           76.8
Life and Health                                                   1,035.3        1,012.3
Mortgage Banking                                                    255.6          404.5
Corporate and Other                                                   0.3           (0.7)
                                                              ---------------- -------------------
Total operating revenues                                          2,303.9        2,378.9
Net realized/unrealized capital gains (losses) and related
  fee adjustments                                                   (46.8)         (82.1)
                                                              ---------------- -------------------
Total GAAP revenues                                               2,257.1        2,296.8
                                                              ===============  ===================
OPERATING EARNINGS:
USAMA                                                               122.0           97.5
IAMA                                                                  8.7            6.6
Life and Health                                                      74.8           59.1
Mortgage Banking                                                     28.6           52.3
Corporate and Other                                                 (11.5)          (5.0)
                                                             ----------------- -------------------
Total operating earnings                                            222.6          210.5
Net realized/unrealized capital gains (losses)                      (23.3)         (54.1)
Other after-tax adjustments                                          (5.7)          (0.7)
                                                             ----------------- -------------------
Net income                                                          193.6          155.7
                                                             ================= ===================
NET REALIZED/UNREALIZED CAPITAL GAINS (LOSSES):
Net realized/unrealized capital gains (losses), as adjusted         (23.3)         (54.1)
Add:
Amortization of DPAC                                                 (2.1)          (3.7)
Capital gains (losses) distributed                                    2.0           (1.6)
Tax impacts                                                         (23.5)         (22.8)
Minority interest capital gains                                       0.1            0.1
Less related fee adjustments:
Unearned front-end fee income                                        (1.1)           4.4
Certain market value adjustments to fee revenues                     (2.9)          (9.8)
                                                             ----------------- -------------------
GAAP net realized/unrealized capital gains (losses)                 (42.8)         (76.7)
                                                             ================= ===================
OTHER AFTER -TAX ADJUSTMENTS:
SOP 03-1 implementation                                              (5.7)           -
Discontinued operations                                               -             (0.7)
                                                             ----------------- -------------------
Total other after-tax adjustments                                    (5.7)          (0.7)
                                                             ================= ===================
</TABLE>


                                       9
<PAGE>

--------

1    We use a number of non-GAAP financial measures that management believes are
     useful to investors  because they illustrate the performance of our normal,
     ongoing operations,  which is important in understanding and evaluating our
     financial  condition  and results of  operations.  While such  measures are
     consistent  with  measures  utilized by investors to evaluate  performance,
     they are not a substitute for U.S. GAAP financial measures.  Therefore,  we
     have provided reconciliations of the non-GAAP financial measures, including
     consolidated operating earnings and consolidated operating revenues, to the
     most  directly  comparable  U.S. GAAP  financial  measure at the end of the
     release.  We adjust U.S.  GAAP  financial  measures  for items not directly
     related to ongoing operations. However, it is possible that these adjusting
     items have  occurred in the past and could recur in the future.  Management
     also  uses  non-GAAP  financial  measures  for  goal  setting,  determining
     employee and senior  management  awards and  compensation,  and  evaluating
     performance on a basis comparable to that used by securities analysts.

2    "The Principal  Financial  Group(R)" and "The  Principal(R)" are registered
     service  marks of  Principal  Financial  Services,  Inc.,  a member  of the
     Principal  Financial Group.

3    CFO  Magazine,  April/May  2003,  based on total  plans  served  in 2002 by
     insurance companies, banks and investment firms.

4    As of March 31, 2004



                                       10
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "final1q04pressrelease.txt", "description": "FORM 8-K", "secsgml_size_bytes": 32546}]
{"company-data": {"conformed-name": "PRINCIPAL FINANCIAL GROUP INC", "cik": "0001126328", "assigned-sic": "6321", "irs-number": "421520346", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16725", "film-number": "04775512"}, "business-address": {"street1": "711 HIGH STREET", "city": "DES MOINES", "state": "IA", "zip": "50392", "phone": "5152475111"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Date of Report: MARCH 31, 2004
                        (Date of earliest event reported)

                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

       DELAWARE                       1-16725                    42-1520346
(State or other jurisdiction    Commission file number       (I.R.S. Employer
   of incorporation)                                      Identification Number)

                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                                 (515) 247-5111
              (Registrant's telephone number, including area code)

                               ------------------
ITEM 7.  EXHIBITS

99.1    First Quarter 2004 Earnings Release

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 3, 2004,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2004.  The text of the  announcement  is  included  herewith as
Exhibit 99.1.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    PRINCIPAL FINANCIAL GROUP, INC.

                                    By:       /S/ MICHAEL H. GERSIE
                                              ----------------------------------
                                              Name:   Michael H. Gersie
                                              Title:  Executive Vice President -
                                                      and Chief Financial
                                                      Officer

Date:  May 4, 2004

                                       2
EXHIBIT 99.1

RELEASE: On receipt
MEDIA CONTACT:     Jeff Rader, 515-247-7883, rader.jeff@principal.com
INVESTOR RELATIONS CONTACT: Tom Graf, 515-235-9500,
                            investor-relations@principal.com

       PRINCIPAL FINANCIAL GROUP, INC. REPORTS FIRST QUARTER 2004 RESULTS

Des Moines,  IA (May 3, 2004) -- Principal  Financial  Group,  Inc. (NYSE:  PFG)
today announced  quarterly net income for the three months ended March 31, 2004,
of $193.6  million,  or $0.60 per diluted share compared to net income of $155.7
million,  or $0.47 per diluted  share for the three months ended March 31, 2003.
The  increase  in net income  reflects  improving  credit  quality and lower net
realized  capital losses for the three months ended March 31, 2004,  compared to
the same period last year. The company  reported  record  operating  earnings of
$222.6  million for first  quarter  2004,  compared to $210.5  million for first
quarter 2003.  Operating  earnings per diluted share for first quarter 2004 were
$0.69, also a record,  compared to $0.63 for the same period in 2003.  Operating
revenues for first  quarter  2004 were  $2,303.9  million,  compared to $2,378.9
million for the same period last year.1

"The Principal's record first quarter  performance was driven by 25-plus percent
operating  earnings  growth in our US and  International  Asset  Management  and
Accumulation  segments and in the Life and Health Insurance segment,  as well as
solid Mortgage Banking results," said J. Barry Griswell, chairman, president and
chief  executive  officer.  "In spite of equity market  volatility and a drop in
interest rates during the quarter,  we delivered nine percent growth in earnings
per share compared to a year ago, reflecting continued progress in executing our
growth initiatives."

     Highlights for the first quarter 2004 include:

o    Record  quarterly  operating  earnings of $222.6 million,  including record
     earnings in two of the company's four  operating  segments - $122.0 million
     for U.S. Asset Management and Accumulation,  and $74.8 million for Life and
     Health Insurance.
o    Continued  strong sales of the  company's  key  retirement  and  investment
     products,  including a record $826 million of mutual  funds,  a record $463
     million of  individual  annuities,  and pension full  service  accumulation
     sales of $1.3 billion (all organic).
o    Record assets under management of $149.8 billion, up 29 percent from a year
     ago,   including  29  percent   growth  for  U.S.   Asset   Management  and
     Accumulation,  and 67 percent growth for International Asset Management and
     Accumulation.

"U.S.  Asset  Management  and  Accumulation  was  again the key  growth  driver,
reflecting ongoing investment in our core retirement businesses," said Griswell.
"The segment  delivered a fourth  consecutive  quarter of record  earnings,  and
continued to achieve strong net cash flow and outstanding  account value growth.
Pension  full  service  accumulation  net cash flow for the quarter  exceeded $1
billion,  again beating our long-term target for this business, and contributing
to a $13.5 billion, or 31 percent increase in full service  accumulation account
values compared to a year ago."

                                       3
"Underlying  our strong results is an unwavering  focus on providing  innovative
retirement and employee benefit solutions,  responsive service,  and exceptional
convenience and choice," said Griswell.  "Our success in meeting  customer needs
was again recognized during the quarter, including: "Best in Class" ranking from
Chatham  Partners for being easy to do business with; top honors from DALBAR for
our defined  benefit  retirement  plan  statement;  and top  ranking  from SPARK
Research  Group for our employee  education and  participant  statement.  We are
clearly encouraged to see our efforts paying off, and remain  enthusiastic about
our growth prospects for the remainder of the year and beyond."

Assets under management were $149.8 billion as of March 31, 2004, an increase of
$4.9  billion,  or 3 percent  compared to December 31, 2003,  and an increase of
$33.5 billion, or 29 percent compared to March 31, 2003.

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2004 were a record $122.0 million,
compared  to $97.5  million  for the same period in 2003.  The  improvement  was
driven by record operating  earnings in the pension business of $96.0 million, a
17 percent increase compared to the same period a year ago.

Operating revenues for the first quarter increased to $897.2 million compared to
$886.0  million for the same period in 2003. The  improvement  was primarily the
result  of  increased   fees  within  the  pension  full  service   accumulation
operations.

Segment assets under management continued to increase,  reaching a record $125.9
billion as of March 31, 2004,  up 4 percent  from $120.8  billion as of December
31, 2003, and up 29 percent from $97.5 billion as of March 31, 2003.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2004 were $8.7 million, compared to
$6.6 million for the same period in 2003.  Compared to a year ago, first quarter
2004 results  reflect a full quarter's  results from the  acquisition of Tepeyac
AFORE (Mexican pension business), which occurred late in first quarter 2003.

Operating revenues were $115.5 million for first quarter 2004, compared to $76.8
million for the same period last year, primarily reflecting record annuity sales
and the impact of currency improvements in Chile.

Assets under  management for the segment were $8.2 billion as of March 31, 2004,
compared to $7.5 billion as of December  31, 2003,  and compared to $4.9 billion
as of March 31, 2003.

LIFE AND HEALTH INSURANCE

Segment  operating  earnings for first quarter 2004 were a record $74.8 million,
compared to $59.1  million for the same period in 2003.  The increase  primarily
reflects  reserve  refinements  in  the  health  business,  DPAC  unlocking  and
favorable mortality in individual life, and favorable morbidity in dental/vision
and individual disability.

                                       4
Operating  revenues  increased to $1,035.3 million for the quarter,  compared to
$1,012.3  million for the same period in 2003,  largely as a result of increases
within the Specialty Benefits insurance operations. Operating revenues were down
slightly in the individual life business,  as the company has shifted  marketing
emphasis in recent years from  traditional  premium-based  products to fee-based
universal  life  and  variable  universal  life  products.   Unlike  traditional
premium-based  products,  universal life and variable universal life premium are
not reported as GAAP revenue.  Operating revenues were up slightly in the health
business,  primarily due to revenues  generated from our 2004 acquisition of the
Molloy Companies (health  administration and claims operations  headquartered in
Indianapolis, Indiana).

MORTGAGE BANKING

Segment operating earnings in first quarter 2004 were $28.6 million, compared to
$52.3  million  for the same  period  in 2003.  Mortgage  banking  earnings  are
generated from loan  production  and loan  servicing.  Production  earnings were
$23.7  million  compared  to $109.6  million  for the same  period in 2003.  The
decline in production  earnings  reflects a 56 percent  decline in mortgage loan
production  compared to a year ago, as expected due to  significant  declines in
the level of refinancing  activity.  Servicing  generated a gain of $4.9 million
during the quarter,  compared to a loss of $57.3  million for the same period in
2003.  The first  quarter 2004 gain from  servicing  reflects:  $35.1 million of
earnings from servicing operations (including a $7.1 million gain on the sale of
GNMA loans) and a $30.2 million loss from mortgage  servicing  rights  valuation
adjustment  (net of  hedges),  which was the result of  interest  rate  declines
during the quarter.

Mortgage loan  production was $6.8 billion in the first quarter 2004 compared to
$15.5  billion in the year  earlier  period.  At March 31, 2004,  the  servicing
portfolio  was $118.4  billion,  compared to $118.7  billion as of December  31,
2003, and compared to $113.3 billion as of March 31, 2003.

Operating  revenues  decreased  37 percent to $255.6  million  for the  quarter,
compared to $404.5  million for the same period last year.  Production  revenues
decreased $165.9 million, or 69 percent,  and servicing revenues increased $17.0
million, or 10 percent, from the same quarter a year ago.

CORPORATE AND OTHER

Operating  losses  for  first  quarter  2004 were  $11.5  million,  compared  to
operating  losses of $5.0 million for the same period in 2003. The first quarter
2004 results reflect a $4.7 million after-tax prepayment penalty incurred on the
early extinguishment of $200 million in surplus notes.

FORWARD LOOKING AND CAUTIONARY STATEMENTS

This press  release  contains  forward-looking  statements,  including,  without
limitation,  statements  as to sales  targets,  sales and earnings  trends,  and
management's  beliefs,  expectations,  goals and opinions.  These statements are
based  on  a  number  of  assumptions  concerning  future  conditions  that  may
ultimately  prove to be  inaccurate.  Future  events  and their  effects  on the
company may not be those  anticipated,  and actual results may differ materially
from the results  anticipated in these  forward-looking  statements.  The risks,
uncertainties  and  factors  that could  cause or  contribute  to such  material
differences  are discussed in the  company's  annual report on Form 10-K for the
year ended  December 31,  2003,  filed by the company  with the  Securities  and
Exchange Commission.  These risks and uncertainties include, without limitation:
competitive  factors;  volatility  of  financial  markets;  decrease in ratings;

                                       5
interest  rate changes;  inability to attract and retain sales  representatives;
international  business risks; foreign currency exchange rate fluctuations;  and
investment portfolio risks.

FUTURE EARNINGS GUIDANCE

The Company has changed its policy on providing  future earnings  guidance,  and
will no longer  provide any quarterly  operating  earnings per share guidance or
net income per share guidance.  In addition,  the Company will no longer provide
quarterly  updates  to full  year  earnings  per share or net  income  per share
expectations  as the  year  progresses.  The  Company  will  continue  providing
investors with  information and insight into strategic  initiatives,  growth and
value  drivers,  and trend and  industry  data  critical  to  understanding  the
Company's businesses and operating environment.

STOCK OPTIONS

As communicated in the third quarter 2002 earnings release,  The Principal began
expensing   employee  stock  options  and  the  employee  stock  purchase  plan,
retroactive  to January 1, 2002.  This resulted in an after-tax  expense of $5.3
million  and $2.6  million for the three  months  ended March 31, 2004 and 2003,
respectively.

EARNINGS CONFERENCE CALL

At 9:00 A.M. (CST) tomorrow,  Chairman,  President and CEO J. Barry Griswell and
Executive  Vice  President  and CFO Mike Gersie will lead a discussion  during a
live  conference  call.  Parties  interested in listening to the conference call
live may access the webcast on the Principal  Financial Group Investor Relations
(IR) website (www.principal.com/investor) or by dialing (800) 374-1609 (U.S. and
Canadian  callers) or (706) 643-7701  (International  callers)  approximately 10
minutes prior to the start of the call.  To access the call,  leader name is Tom
Graf.  Listeners can access an audio replay of the call on the IR website, or by
calling   (800)   642-1687   (US  and  Canadian   callers)  or  (706)   645-9291
(International callers). The access code for the replay is 6515635. Replays will
be  available  through May 11,  2004.  The  financial  supplement  is  currently
available on our website and will be referred to during the conference call.

ABOUT THE PRINCIPAL FINANCIAL GROUP

The Principal  Financial  Group(R) (The Principal  (R))2 is a leader in offering
businesses,  individuals  and  institutional  clients a wide range of  financial
products and services,  including retirement and investment  services,  life and
health  insurance and mortgage  banking  through its diverse family of financial
services  companies.  More employers  choose the Principal  Financial  Group for
their 401(k) plans than any other bank, mutual fund, or insurance company in the
United States3.  A member of the Fortune 500, the Principal  Financial Group has
$149.8  billion  in assets  under  management4  and  serves  some  15.6  million
customers worldwide from offices in Asia,  Australia,  Europe, Latin America and
the United States.  Principal  Financial  Group,  Inc. is traded on the New York
Stock  Exchange  under  the  ticker  symbol  PFG.  For more  information,  visit
WWW.PRINCIPAL.COM.
                                       ###

                                       6
SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS

                                                                OPERATING EARNINGS* (LOSS) IN MILLIONS
                                                                             THREE MONTHS ENDED,

                                            SEGMENT             3/31/04                        3/31/03
----------------------------------------------------       ---------------------------- --------------------------
U.S. ASSET MANAGEMENT AND ACCUMULATION             $122.0                         $ 97.5
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION                8.7                            6.6
                          LIFE AND HEALTH INSURANCE               74.8                           59.1
                                   MORTGAGE BANKING               28.6                           52.3
                                CORPORATE AND OTHER              (11.5)                          (5.0)
                                 OPERATING EARNINGS              222.6                          210.5
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED              (23.3)                         (54.1)
                        OTHER AFTER-TAX ADJUSTMENTS              (5.7)                           (0.7)
                                      NET INCOME **             $193.6                         $155.7

                                                                             PER DILUTED SHARE
                                                                            THREE MONTHS ENDED,
                                                           -------------------------------------------------------
                                                                3/31/04                        3/31/03

                                 OPERATING EARNINGS             $  0.69                        $  0.63
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED               (0.07)                         (0.16)
                        OTHER AFTER-TAX ADJUSTMENTS               (0.02)                          -
                                         NET INCOME             $  0.60                        $  0.47
        WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING               322.0                          331.7
*OPERATING EARNINGS VERSUS U.S. GAAP (GAAP) NET INCOME
Management   uses  operating   earnings,   which  excludes  the  effect  of  net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments, for goal setting, determining employee compensation, and evaluating
performance on a basis comparable to that used by securities  analysts.  Segment
operating  earnings are  determined  by adjusting  U.S.  GAAP net income for net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments we believe are not  indicative of overall  operating  trends.  Note:
after-tax  adjustments  have  occurred  in the past and  could  recur in  future
reporting  periods.   While  these  items  may  be  significant   components  in
understanding and assessing our consolidated financial  performance,  we believe
the presentation of segment operating earnings enhances the understanding of our
results of  operations  by  highlighting  earnings  attributable  to the normal,
ongoing operations of our businesses.

**  Net  income  for  the  three  months  ended  March  31,  2004  reflects  net
realized/unrealized  capital  gains/(losses) of $(23.3) million,  which includes
$(14.5) million in credit losses  stemming from  impairments and credit impaired
sales,  as well as $(5.7)  million  in other  after-tax  adjustments.  The other
after-tax adjustments reflect the company's 1/1/2004 implementation of SOP 03-1,
ACCOUNTING  AND REPORTING BY INSURANCE  ENTERPRISES  FOR CERTAIN  NONTRADITIONAL
LONG-DURATION  CONTRACTS  AND FOR  SEPARATE  ACCOUNTS.  Net income for the three
months  ended March 31, 2003  reflects net  realized  capital  losses of $(54.1)
million, primarily made up of credit losses stemming from impairments and credit
impaired sales of $(52.7) million,  as well as $(0.7) million in other after-tax
adjustments.  The other  after-tax  adjustments  reflect a loss on  discontinued
operations.

                                       7
PRINCIPAL FINANCIAL GROUP, INC.
---------------------------------------------------------------------------------------------------------
                                                                    THREE MONTHS ENDED,
                                                        -------------------------------------------------
                                                                 3/31/04                 3/31/03
                                                        -------------------------------------------------
Premiums and other considerations                            $   921.8                $   905.5
Fees and other revenues                                          561.1                    632.0
Net investment income                                            817.0                    836.0
Net realized/unrealized capital losses                           (42.8)                   (76.7)
                                                        -------------------------------------------------
  TOTAL REVENUES                                               2,257.1                  2,296.8

Benefits, claims and settlement expenses                       1,187.5                  1,195.2
Dividends to policyholders                                        73.3                     80.1
Operating expenses                                               730.9                    799.3
                                                        -------------------------------------------------
  TOTAL EXPENSES                                               1,991.7                  2,074.6

Income from continuing operations before income taxes            265.4                    222.2
Income taxes                                                      66.1                     65.8
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                   199.3                    156.4
Loss from discontinued operations, net of related
  income taxes                                                     -                       (0.7)
                                                        -------------------------------------------------
Income before cumulative effect of accounting change             199.3                    155.7
Cumulative effect of accounting change, net of related
  Income taxes                                                   (5.7)                      -
                                                        -------------------------------------------------
  NET INCOME                                                 $   193.6                $   155.7

Less:
Net realized/unrealized capital losses, as adjusted              (23.3)                   (54.1)
Other after-tax adjustments                                       (5.7)                    (0.7)
                                                        -------------------------------------------------
  OPERATING EARNINGS                                         $   222.6                $   210.5
                                                        =================================================

BALANCE SHEET STATISTICS
                                                                            PERIOD ENDED,
                                                        ----------------------------------------------------------------------
                                                                 3/31/04                12/31/03                3/31/03
                                                        ------------------------  ----------------------- --------------------

Total assets (in billions)                                       110.8                    107.8                     91.8
Total equity (in millions)                                     7,987.0                  7,399.6                  6,836.8
Total equity excluding accumulated other comprehensive
  income (in millions)                                         6,447.4                  6,228.3                  5,995.3
End of period shares outstanding (in millions)                   320.8                    320.7                    328.0
Book value per share                                         $    24.90               $    23.07               $    20.84
Book value per share excluding accumulated other
  comprehensive income                                       $   $20.10               $    19.42               $    18.28
8
PRINCIPAL FINANCIAL GROUP, INC.
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO U.S. GAAP
                       (IN MILLIONS, EXCEPT AS INDICATED)

                                                                      THREE MONTHS ENDED
                                                             -------------------------------------
                                                                  3/31/04          3/31/03
                                                             ----------------- -------------------
DILUTED EARNINGS PER SHARE:
Operating Earnings                                                    0.69           0.63
Net realized/unrealized capital gains/(losses)                       (0.07)         (0.16)
Other after-tax adjustments                                          (0.02)          -
                                                             ----------------- -------------------
Net income                                                            0.60           0.47
                                                             ================= ===================
BOOK VALUE EXCLUDING OTHER COMPREHENSIVE INCOME:
Book value excluding other comprehensive income                      20.10          18.28
Net unrealized capital gains/(losses)                                 5.17           3.16
Minimum pension liability                                            (0.01)          -
Foreign currency translation                                         (0.36)         (0.60)
                                                             ----------------- -------------------
Book value including other comprehensive income                      24.90          20.84
                                                             ================= ===================
OPERATING REVENUES:
USAMA                                                               897.2          886.0
IAMA                                                                115.5           76.8
Life and Health                                                   1,035.3        1,012.3
Mortgage Banking                                                    255.6          404.5
Corporate and Other                                                   0.3           (0.7)
                                                              ---------------- -------------------
Total operating revenues                                          2,303.9        2,378.9
Net realized/unrealized capital gains (losses) and related
  fee adjustments                                                   (46.8)         (82.1)
                                                              ---------------- -------------------
Total GAAP revenues                                               2,257.1        2,296.8
                                                              ===============  ===================
OPERATING EARNINGS:
USAMA                                                               122.0           97.5
IAMA                                                                  8.7            6.6
Life and Health                                                      74.8           59.1
Mortgage Banking                                                     28.6           52.3
Corporate and Other                                                 (11.5)          (5.0)
                                                             ----------------- -------------------
Total operating earnings                                            222.6          210.5
Net realized/unrealized capital gains (losses)                      (23.3)         (54.1)
Other after-tax adjustments                                          (5.7)          (0.7)
                                                             ----------------- -------------------
Net income                                                          193.6          155.7
                                                             ================= ===================
NET REALIZED/UNREALIZED CAPITAL GAINS (LOSSES):
Net realized/unrealized capital gains (losses), as adjusted         (23.3)         (54.1)
Add:
Amortization of DPAC                                                 (2.1)          (3.7)
Capital gains (losses) distributed                                    2.0           (1.6)
Tax impacts                                                         (23.5)         (22.8)
Minority interest capital gains                                       0.1            0.1
Less related fee adjustments:
Unearned front-end fee income                                        (1.1)           4.4
Certain market value adjustments to fee revenues                     (2.9)          (9.8)
                                                             ----------------- -------------------
GAAP net realized/unrealized capital gains (losses)                 (42.8)         (76.7)
                                                             ================= ===================
OTHER AFTER -TAX ADJUSTMENTS:
SOP 03-1 implementation                                              (5.7)           -
Discontinued operations                                               -             (0.7)
                                                             ----------------- -------------------
Total other after-tax adjustments                                    (5.7)          (0.7)
                                                             ================= ===================
9
--------

1    We use a number of non-GAAP financial measures that management believes are
     useful to investors  because they illustrate the performance of our normal,
     ongoing operations,  which is important in understanding and evaluating our
     financial  condition  and results of  operations.  While such  measures are
     consistent  with  measures  utilized by investors to evaluate  performance,
     they are not a substitute for U.S. GAAP financial measures.  Therefore,  we
     have provided reconciliations of the non-GAAP financial measures, including
     consolidated operating earnings and consolidated operating revenues, to the
     most  directly  comparable  U.S. GAAP  financial  measure at the end of the
     release.  We adjust U.S.  GAAP  financial  measures  for items not directly
     related to ongoing operations. However, it is possible that these adjusting
     items have  occurred in the past and could recur in the future.  Management
     also  uses  non-GAAP  financial  measures  for  goal  setting,  determining
     employee and senior  management  awards and  compensation,  and  evaluating
     performance on a basis comparable to that used by securities analysts.

2    "The Principal  Financial  Group(R)" and "The  Principal(R)" are registered
     service  marks of  Principal  Financial  Services,  Inc.,  a member  of the
     Principal  Financial Group.

3    CFO  Magazine,  April/May  2003,  based on total  plans  served  in 2002 by
     insurance companies, banks and investment firms.

4    As of March 31, 2004

                                       10