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 19, 2004
                        (Date of earliest event reported)





                        PRINCIPAL LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)


         IOWA                          NONE                     42-0127290
(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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

Principal  Life  Insurance  Company  announced on May 19, 2004 that its Board of
Directors has passed a resolution  declaring a dividend to its sole shareholder,
Principal  Financial  Services,  Inc.,  in an  amount  of up to  $1,200,000,000.
Principal Life's chief financial  officer will determine the specific amount and
timing of any dividend payments.

Principal Life currently has statutory authority under Iowa insurance law to pay
dividends in an amount of approximately $701.2 million. Any dividend payments in
excess of this  statutory  limitation  will require  prior  approval of the Iowa
Insurance Commissioner.

The sale of Principal  Residential  Mortgage,  Inc.,  Principal  Life's indirect
wholly-owned  subsidiary,  is  expected  to produce  after-tax  net  proceeds of
approximately  $710 million  when the sale closes in the third  quarter of 2004.
Dividends  paid by Principal  Life are expected to be used primarily for organic
growth of its core businesses,  strategic acquisitions, the repurchase of shares
of Principal  Financial  Group,  Inc.'s common stock,  and dividend  payments to
Principal Financial Group, Inc.'s  shareholders.  Principal Life is a subsidiary
of Principal Financial Group, Inc.





                                    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 19, 2004


                                       2
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "finalform8may19.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3170}]
{"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": "04819064"}, "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 19, 2004
                        (Date of earliest event reported)

                        PRINCIPAL LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

         IOWA                          NONE                     42-0127290
(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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

Principal  Life  Insurance  Company  announced on May 19, 2004 that its Board of
Directors has passed a resolution  declaring a dividend to its sole shareholder,
Principal  Financial  Services,  Inc.,  in an  amount  of up to  $1,200,000,000.
Principal Life's chief financial  officer will determine the specific amount and
timing of any dividend payments.

Principal Life currently has statutory authority under Iowa insurance law to pay
dividends in an amount of approximately $701.2 million. Any dividend payments in
excess of this  statutory  limitation  will require  prior  approval of the Iowa
Insurance Commissioner.

The sale of Principal  Residential  Mortgage,  Inc.,  Principal  Life's indirect
wholly-owned  subsidiary,  is  expected  to produce  after-tax  net  proceeds of
approximately  $710 million  when the sale closes in the third  quarter of 2004.
Dividends  paid by Principal  Life are expected to be used primarily for organic
growth of its core businesses,  strategic acquisitions, the repurchase of shares
of Principal  Financial  Group,  Inc.'s common stock,  and dividend  payments to
Principal Financial Group, Inc.'s  shareholders.  Principal Life is a subsidiary
of Principal Financial Group, Inc.

                                    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 19, 2004

                                       2