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: MAY 3, 2005
                        (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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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



<PAGE>

ITEM 7.01         REGULATION FD DISCLOSURE

At its quarterly  earnings call on May 3, 2005, J. Barry Griswell,  Chairman and
CEO of Principal  Financial Group,  Inc. (NYSE:  PFG),  reaffirmed the Company's
operating  earnings  estimates  of $2.60 to $2.72  per  diluted  share for 2005,
guidance  originally  announced  on  November  1,  2004.  The  Company  is  also
reaffirming  2005 net income guidance of $2.43 to $2.55 per diluted share.  2005
operating   earnings  per  diluted  share  and  net  income  per  diluted  share
expectations are based on certain assumptions,  including domestic equity market
performance  improvement  of roughly 2 percent per quarter for the  remainder of
the year.  Net income per diluted  share  expectations  for 2005 also include an
estimated $50 million for net realized/unrealized capital losses.

While the  Company's  policy is not to  provide  quarterly  updates to full year
earnings per share or net income per share  expectations as the year progresses,
the Company may revisit  guidance to ensure  clarity if events or changes in the
environment  occur during the year.  Please see the Company's  earnings  release
dated November 1, 2004,  filed with the  Securities  and Exchange  Commission on
Form 8-K on November 2, 2004, for the complete text of the initial  announcement
of the Company's outlook for 2005.



                                     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 3, 2005


                                       2
<PAGE>
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{"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": "05793131"}, "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: MAY 3, 2005
                        (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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

                               ------------------
ITEM 7.01         REGULATION FD DISCLOSURE

At its quarterly  earnings call on May 3, 2005, J. Barry Griswell,  Chairman and
CEO of Principal  Financial Group,  Inc. (NYSE:  PFG),  reaffirmed the Company's
operating  earnings  estimates  of $2.60 to $2.72  per  diluted  share for 2005,
guidance  originally  announced  on  November  1,  2004.  The  Company  is  also
reaffirming  2005 net income guidance of $2.43 to $2.55 per diluted share.  2005
operating   earnings  per  diluted  share  and  net  income  per  diluted  share
expectations are based on certain assumptions,  including domestic equity market
performance  improvement  of roughly 2 percent per quarter for the  remainder of
the year.  Net income per diluted  share  expectations  for 2005 also include an
estimated $50 million for net realized/unrealized capital losses.

While the  Company's  policy is not to  provide  quarterly  updates to full year
earnings per share or net income per share  expectations as the year progresses,
the Company may revisit  guidance to ensure  clarity if events or changes in the
environment  occur during the year.  Please see the Company's  earnings  release
dated November 1, 2004,  filed with the  Securities  and Exchange  Commission on
Form 8-K on November 2, 2004, for the complete text of the initial  announcement
of the Company's outlook for 2005.

                                     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 3, 2005

                                       2