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: NOVEMBER 28, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

(b)  At a meeting of the Board of Directors of Principal  Financial Group,  Inc.
     (the "Company") held on November 29, 2005,  Charles S. Johnson,  a director
     of the Company and its  wholly-owned  subsidiary,  Principal Life Insurance
     Company,  whose terms of office  will  expire at the time of the  Company's
     2006 annual meeting of shareholders, indicated his decision to refrain from
     seeking   re-election  to  these   positions  and   respectfully   declined
     re-nomination. Mr. Johnson's decision to not seek re-election is not due to
     a  disagreement  with the Company on any matter  relating to the  Company's
     operations,  policies or practices.  Mr. Johnson was not asked to resign or
     removed for cause from the Board of Directors.

(d)  At a meeting of the Board of  Directors of the Company held on November 28,
     2005, the Board elected Therese M. Vaughan as a new director of the Company
     and of Principal Life Insurance Company, effective immediately. Dr. Vaughan
     will serve on the Audit Committee of the Board.  There is no arrangement or
     understanding  between Dr.  Vaughan and any other person  pursuant to which
     Dr.  Vaughan  was  selected  as a  director.  Dr.  Vaughan  has no material
     interest  in any  prior,  existing  or  proposed  transaction  or series of
     transactions with the Company or its management. A press release announcing
     Dr. Vaughan's election is included herewith as Exhibit 99.1.

ITEM 7.01 REGULATION FD DISCLOSURE

On December 2, 2005,  Principal  Financial Group, Inc. announced its outlook for
2006 net income and operating earnings. The text of the announcement is included
herewith as exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit  99.1 Press  Release  Concerning  Election of Therese M.  Vaughan  dated
December 1, 2005
Exhibit 99.2 Press Release Concerning 2006 Outlook Dated December 2, 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/ JOYCE N. HOFFMAN
                                             -----------------------------------
                                    Name:    Joyce N. Hoffman
                                    Title:   Senior Vice President and Corporate
                                             Secretary

Date:    December 2, 2005

                                       2
<PAGE>

                                                                    EXHIBIT 99.1
Release:       On receipt, December 1, 2005
Contact:       The Principal Financial Group, Des Moines,
               Eva Quinn, 515/246/4907, QUINN.EVA@PRINCIPAL.COM or
               Rhonda Clark-Leyda,515/247-6634,CLARK-LEYDA.RHONDA@PRINCIPAL.COM


        THE PRINCIPAL FINANCIAL GROUP NAMES VAUGHAN TO BOARD OF DIRECTORS

(Des  Moines,  Iowa)  - The  Principal  Financial  Group(R)  (NYSE:  PFG)  today
announced  Dr.  Therese M. Vaughan has been  elected to the BoarD of  Directors,
effective immediately. Vaughan will serve on the Audit Committee of the Board.

Dr.  Vaughan is the Robb B. Kelley  Distinguished  Professor  of  Insurance  and
Actuarial Science at Drake University,  Des Moines,  Iowa. From 1994 - 2004, she
served as the Iowa  Insurance  Commissioner,  and was  President of the National
Association  of Insurance  Commissioners  in 2002.  Dr.  Vaughan  represents the
American  Academy of Actuaries at the Solvency and Regulation  Committees of the
International Actuarial Association,  is a director of the Insurance Marketplace
Standards Association and the National Council on Compensation Insurance. She is
a member of the Board of Trustees of the American Institute for Charter Property
Casualty Underwriters and a director of Endurance Specialty Holdings.

Dr. Vaughan holds a bachelor of Business  Administration  with high  distinction
from The  University  of Iowa,  and a Ph.D.  in  Managerial  Science and Applied
Economics from The Wharton School, University of Pennsylvania.

"Therese  Vaughan's  expertise  in  the  insurance  business,   along  with  her
dedication  and  demonstrated  leadership  in  the  industry,  makes  her a very
valuable  addition to our Board of Directors," said J. Barry Griswell,  chairman
and CEO, the Principal Financial Group.

The Principal  Financial Group(R) (The Principal (R))(1) 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 banking through its diverse family of financial  services
companies. A member of the Fortune 500, the Principal Financial Group has $188.4
billion in assets under  management(2)  and serves some 15.3  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.

                                      # # #

(1)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.
(2)  As of September 30, 2005

                                       3
<PAGE>

                                                                    EXHIBIT 99.2

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. ANNOUNCES OUTLOOK FOR 2006

Des Moines, IA (December 2, 2005) - Principal  Financial Group, Inc. (NYSE: PFG)
today announced its outlook for 2006.  Based on an estimated $45 million for net
realized/unrealized  capital  losses(1)  in 2006,  the company  expects 2006 net
income available to common stockholders to range from $2.94 to $3.09 per diluted
share. The company expects 2006 operating  earnings to range from $3.10 to $3.25
per diluted share.

Guidance for 2006 incorporates certain assumptions, including approximately $100
million of share  repurchases  throughout  the year and domestic  equity  market
performance  improvement  of roughly 2 percent per quarter.  2006  guidance also
includes  expectations for: Principal Global Investors' operating earnings to be
flat  compared  to  2005,  primarily  reflecting  transition  to the  commercial
mortgage  securitization  (CMBS)  joint  venture  with US Bank(2);  a benefit of
approximately  $10 million for the  Specialty  Benefits  division due to reserve
refinements to be implemented for the long term  disability  line; and operating
losses for the  Corporate  and Other segment of $50 to $55 million after payment
of preferred dividends(3). Company guidance does not contemplate any acquisition
or divestiture  activity other than where a definitive agreement has been signed
by the company and publicly announced.

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, 2004, and in the company's quarterly report on Form 10-Q
for the  quarter  ended  September  30,  2005,  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;  interest  rate  changes;  inability  to attract and retain
sales  representatives;  international business risks; foreign currency exchange
rate fluctuations; and investment portfolio risks.

--------
(1)  Reflects the  company's  estimate for 2006 mortgage and credit losses only.
     Other items the  company is unable to predict  could  significantly  affect
     results such as mark-to-market  on derivatives and seed money  investments,
     changes to laws,  regulations,  or accounting  standards,  litigation,  and
     gains or losses from discontinued operations.
(2)  The CMBS joint venture will not be consolidated  onto the company's balance
     sheet,  which  will  have the  effect of  lowering  total  company  debt by
     approximately $250 million from 2005 levels.
(3)  The company  issued  perpetual  preferred  stock in August 2005.  Corporate
     segment  results  for  2005  will  reflect  perpetual  preferred  dividends
     declared in third  quarter 2005 and fourth  quarter of 2005.  Estimates for
     2006 reflect the  expectation of four quarterly  dividends on the perpetual
     preferred  stock,  which are  expected to be $33 million in total for 2006,
     approximately $15 million higher than the total for 2005.

                                      4
<PAGE>

ABOUT THE PRINCIPAL FINANCIAL GROUP
The Principal  Financial Group(R) (The Principal (R))(4) 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 banking through its diverse family of financial  services
companies. A member of the Fortune 500, the Principal Financial Group has $188.4
billion in assets under  management(5)  and serves some 15.3  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.

                                       ###


--------
(4)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.
(5)  As of September 30, 2005


                                       5
<PAGE>
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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: NOVEMBER 28, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

(b)  At a meeting of the Board of Directors of Principal  Financial Group,  Inc.
     (the "Company") held on November 29, 2005,  Charles S. Johnson,  a director
     of the Company and its  wholly-owned  subsidiary,  Principal Life Insurance
     Company,  whose terms of office  will  expire at the time of the  Company's
     2006 annual meeting of shareholders, indicated his decision to refrain from
     seeking   re-election  to  these   positions  and   respectfully   declined
     re-nomination. Mr. Johnson's decision to not seek re-election is not due to
     a  disagreement  with the Company on any matter  relating to the  Company's
     operations,  policies or practices.  Mr. Johnson was not asked to resign or
     removed for cause from the Board of Directors.

(d)  At a meeting of the Board of  Directors of the Company held on November 28,
     2005, the Board elected Therese M. Vaughan as a new director of the Company
     and of Principal Life Insurance Company, effective immediately. Dr. Vaughan
     will serve on the Audit Committee of the Board.  There is no arrangement or
     understanding  between Dr.  Vaughan and any other person  pursuant to which
     Dr.  Vaughan  was  selected  as a  director.  Dr.  Vaughan  has no material
     interest  in any  prior,  existing  or  proposed  transaction  or series of
     transactions with the Company or its management. A press release announcing
     Dr. Vaughan's election is included herewith as Exhibit 99.1.

ITEM 7.01 REGULATION FD DISCLOSURE

On December 2, 2005,  Principal  Financial Group, Inc. announced its outlook for
2006 net income and operating earnings. The text of the announcement is included
herewith as exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit  99.1 Press  Release  Concerning  Election of Therese M.  Vaughan  dated
December 1, 2005
Exhibit 99.2 Press Release Concerning 2006 Outlook Dated December 2, 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/ JOYCE N. HOFFMAN
                                             -----------------------------------
                                    Name:    Joyce N. Hoffman
                                    Title:   Senior Vice President and Corporate
                                             Secretary

Date:    December 2, 2005

                                       2
EXHIBIT 99.1
Release:       On receipt, December 1, 2005
Contact:       The Principal Financial Group, Des Moines,
               Eva Quinn, 515/246/4907, QUINN.EVA@PRINCIPAL.COM or
               Rhonda Clark-Leyda,515/247-6634,CLARK-LEYDA.RHONDA@PRINCIPAL.COM

        THE PRINCIPAL FINANCIAL GROUP NAMES VAUGHAN TO BOARD OF DIRECTORS

(Des  Moines,  Iowa)  - The  Principal  Financial  Group(R)  (NYSE:  PFG)  today
announced  Dr.  Therese M. Vaughan has been  elected to the BoarD of  Directors,
effective immediately. Vaughan will serve on the Audit Committee of the Board.

Dr.  Vaughan is the Robb B. Kelley  Distinguished  Professor  of  Insurance  and
Actuarial Science at Drake University,  Des Moines,  Iowa. From 1994 - 2004, she
served as the Iowa  Insurance  Commissioner,  and was  President of the National
Association  of Insurance  Commissioners  in 2002.  Dr.  Vaughan  represents the
American  Academy of Actuaries at the Solvency and Regulation  Committees of the
International Actuarial Association,  is a director of the Insurance Marketplace
Standards Association and the National Council on Compensation Insurance. She is
a member of the Board of Trustees of the American Institute for Charter Property
Casualty Underwriters and a director of Endurance Specialty Holdings.

Dr. Vaughan holds a bachelor of Business  Administration  with high  distinction
from The  University  of Iowa,  and a Ph.D.  in  Managerial  Science and Applied
Economics from The Wharton School, University of Pennsylvania.

"Therese  Vaughan's  expertise  in  the  insurance  business,   along  with  her
dedication  and  demonstrated  leadership  in  the  industry,  makes  her a very
valuable  addition to our Board of Directors," said J. Barry Griswell,  chairman
and CEO, the Principal Financial Group.

The Principal  Financial Group(R) (The Principal (R))(1) 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 banking through its diverse family of financial  services
companies. A member of the Fortune 500, the Principal Financial Group has $188.4
billion in assets under  management(2)  and serves some 15.3  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.

                                      # # #

(1)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.
(2)  As of September 30, 2005

                                       3
EXHIBIT 99.2

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. ANNOUNCES OUTLOOK FOR 2006

Des Moines, IA (December 2, 2005) - Principal  Financial Group, Inc. (NYSE: PFG)
today announced its outlook for 2006.  Based on an estimated $45 million for net
realized/unrealized  capital  losses(1)  in 2006,  the company  expects 2006 net
income available to common stockholders to range from $2.94 to $3.09 per diluted
share. The company expects 2006 operating  earnings to range from $3.10 to $3.25
per diluted share.

Guidance for 2006 incorporates certain assumptions, including approximately $100
million of share  repurchases  throughout  the year and domestic  equity  market
performance  improvement  of roughly 2 percent per quarter.  2006  guidance also
includes  expectations for: Principal Global Investors' operating earnings to be
flat  compared  to  2005,  primarily  reflecting  transition  to the  commercial
mortgage  securitization  (CMBS)  joint  venture  with US Bank(2);  a benefit of
approximately  $10 million for the  Specialty  Benefits  division due to reserve
refinements to be implemented for the long term  disability  line; and operating
losses for the  Corporate  and Other segment of $50 to $55 million after payment
of preferred dividends(3). Company guidance does not contemplate any acquisition
or divestiture  activity other than where a definitive agreement has been signed
by the company and publicly announced.

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, 2004, and in the company's quarterly report on Form 10-Q
for the  quarter  ended  September  30,  2005,  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;  interest  rate  changes;  inability  to attract and retain
sales  representatives;  international business risks; foreign currency exchange
rate fluctuations; and investment portfolio risks.

--------
(1)  Reflects the  company's  estimate for 2006 mortgage and credit losses only.
     Other items the  company is unable to predict  could  significantly  affect
     results such as mark-to-market  on derivatives and seed money  investments,
     changes to laws,  regulations,  or accounting  standards,  litigation,  and
     gains or losses from discontinued operations.
(2)  The CMBS joint venture will not be consolidated  onto the company's balance
     sheet,  which  will  have the  effect of  lowering  total  company  debt by
     approximately $250 million from 2005 levels.
(3)  The company  issued  perpetual  preferred  stock in August 2005.  Corporate
     segment  results  for  2005  will  reflect  perpetual  preferred  dividends
     declared in third  quarter 2005 and fourth  quarter of 2005.  Estimates for
     2006 reflect the  expectation of four quarterly  dividends on the perpetual
     preferred  stock,  which are  expected to be $33 million in total for 2006,
     approximately $15 million higher than the total for 2005.

                                      4
ABOUT THE PRINCIPAL FINANCIAL GROUP
The Principal  Financial Group(R) (The Principal (R))(4) 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 banking through its diverse family of financial  services
companies. A member of the Fortune 500, the Principal Financial Group has $188.4
billion in assets under  management(5)  and serves some 15.3  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.

                                       ###

--------
(4)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.
(5)  As of September 30, 2005

                                       5