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: FEBRUARY 3, 2006
                        (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))

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

                                       1
<PAGE>

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 3, 2006, the Audit  Committee of the Board of Directors of Principal
Financial Group, Inc. (the "Company")  approved unaudited  earnings  information
for the Company's  quarter ended December 31, 2005. This approval made effective
an earlier  decision by the Human Resources  Committee (the  "Committee") of the
Board of Directors  approving awards under the Company's  Long-Term  Performance
Plan. The Company's  Long-Term  Performance  Plan affords  eligible  executives,
including  the chief  executive  officer and four other most highly  compensated
executive officers (the "Named Executive Officers"), the opportunity to share in
the  success  of the  Company  if the  Company  achieves  specified  performance
objectives over periods of three calendar years. The last three-year cycle under
the Long-Term  Performance Plan ended on December 31, 2005. On February 3, 2006,
upon Audit Committee approval of unaudited quarterly earnings  information,  the
Committee  authorized  payments to the  Company's  executive  officers and other
senior  officers  under  the  Long-Term  Performance  Plan  for  the  three-year
performance period ended on December 31, 2005.

For the 2003 - 2005 performance period under the Long-Term Performance Plan, the
Committee  used two metrics:  cumulative  operating  earnings for the three-year
period,  and  return on average  equity  for the third  year of the  performance
period.  The target set for operating  earnings  performance  was the sum of the
individual years' targets for operating earnings.  The target set for year-three
return  on  average  equity  was  based  on goals  agreed  to by the  Board  and
management for long-term growth and creation of long-term shareholder value.

In  reviewing  the  performance  of the  Company  and  approving  awards for the
three-year  performance period ended December 31, 2005, the Committee determined
that the Company  exceeded its  financial  performance  goals  regarding  target
levels of operating  earnings and the  year-three  average  return on equity and
obtained a score of 141.7%. This determination of financial performance affected
all participants.

The following table sets forth the long-term incentive payouts to be made to the
Company's  Named  Executive  Officers in respect of the 2003 - 2005  performance
period,  payable in March 2006, except that payment of Mr. Griswell's award will
be deferred in  accordance  with his previous  election to defer  receipt of any
payment for this performance cycle of the Long-Term Performance Plan:

     NAME                              PERFORMANCE PERIOD          LONG-TERM
                                                                INCENTIVE PAYOUT

J. Barry Griswell                        2003-2005                $ 2,616,633
Chairman and Chief Executive Officer

John E. Aschenbrenner                    2003-2005                    649,108
President - Insurance and Financial
Services

Michael H. Gersie                        2003-2005                    481,475
Executive Vice President and Chief
Financial Officer

James P. McCaughan                       2003-2005                    726,870
President - Global Asset Management

Larry D. Zimpleman                       2003-2005                    651,265
President - Retirement and Investor
Services

The Company intends to provide additional information regarding the compensation
awarded  to the Named  Executive  Officers  with  respect to and during the year
ended  December 31, 2005, in the proxy  statement for the Company's  2006 annual
meeting of  shareholders,  which is expected to be filed with the Securities and
Exchange Commission in March of this year.

                                       2
<PAGE>


                                    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:    February 9, 2006

                                       3
<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: FEBRUARY 3, 2006
                        (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))

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

                                       1
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 3, 2006, the Audit  Committee of the Board of Directors of Principal
Financial Group, Inc. (the "Company")  approved unaudited  earnings  information
for the Company's  quarter ended December 31, 2005. This approval made effective
an earlier  decision by the Human Resources  Committee (the  "Committee") of the
Board of Directors  approving awards under the Company's  Long-Term  Performance
Plan. The Company's  Long-Term  Performance  Plan affords  eligible  executives,
including  the chief  executive  officer and four other most highly  compensated
executive officers (the "Named Executive Officers"), the opportunity to share in
the  success  of the  Company  if the  Company  achieves  specified  performance
objectives over periods of three calendar years. The last three-year cycle under
the Long-Term  Performance Plan ended on December 31, 2005. On February 3, 2006,
upon Audit Committee approval of unaudited quarterly earnings  information,  the
Committee  authorized  payments to the  Company's  executive  officers and other
senior  officers  under  the  Long-Term  Performance  Plan  for  the  three-year
performance period ended on December 31, 2005.

For the 2003 - 2005 performance period under the Long-Term Performance Plan, the
Committee  used two metrics:  cumulative  operating  earnings for the three-year
period,  and  return on average  equity  for the third  year of the  performance
period.  The target set for operating  earnings  performance  was the sum of the
individual years' targets for operating earnings.  The target set for year-three
return  on  average  equity  was  based  on goals  agreed  to by the  Board  and
management for long-term growth and creation of long-term shareholder value.

In  reviewing  the  performance  of the  Company  and  approving  awards for the
three-year  performance period ended December 31, 2005, the Committee determined
that the Company  exceeded its  financial  performance  goals  regarding  target
levels of operating  earnings and the  year-three  average  return on equity and
obtained a score of 141.7%. This determination of financial performance affected
all participants.

The following table sets forth the long-term incentive payouts to be made to the
Company's  Named  Executive  Officers in respect of the 2003 - 2005  performance
period,  payable in March 2006, except that payment of Mr. Griswell's award will
be deferred in  accordance  with his previous  election to defer  receipt of any
payment for this performance cycle of the Long-Term Performance Plan:

     NAME                              PERFORMANCE PERIOD          LONG-TERM
                                                                INCENTIVE PAYOUT

J. Barry Griswell                        2003-2005                $ 2,616,633
Chairman and Chief Executive Officer

John E. Aschenbrenner                    2003-2005                    649,108
President - Insurance and Financial
Services

Michael H. Gersie                        2003-2005                    481,475
Executive Vice President and Chief
Financial Officer

James P. McCaughan                       2003-2005                    726,870
President - Global Asset Management

Larry D. Zimpleman                       2003-2005                    651,265
President - Retirement and Investor
Services

The Company intends to provide additional information regarding the compensation
awarded  to the Named  Executive  Officers  with  respect to and during the year
ended  December 31, 2005, in the proxy  statement for the Company's  2006 annual
meeting of  shareholders,  which is expected to be filed with the Securities and
Exchange Commission in March of this year.

                                       2
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:    February 9, 2006

                                       3