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 17, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 17, 2005,  the  shareholders  of Principal  Financial  Group,  Inc.  (the
"Company")  approved the adoption of the Principal  Financial  Group,  Inc. 2005
Directors  Stock  Plan  and the  Principal  Financial  Group,  Inc.  2005  Stock
Incentive  Plan. The Company's  board of directors had  previously  adopted each
such plan subject to  shareholder  approval.  A summary of each plan, as well as
its complete text, is included in the Company's  proxy  statement filed with the
Securities and Exchange Commission on March 31, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

99   Form of Restricted Stock Unit Award Agreement



                                             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:    May 17, 2005


<PAGE>


                                                                      Exhibit 99
                         PRINCIPAL FINANCIAL GROUP, INC.
                      RESTRICTED STOCK UNIT AWARD AGREEMENT

This Agreement,  dated as of GRANT DATE, is between  Principal  Financial Group,
Inc.  (the  "Company")  and you,  PARTICIPANT  NAME,  a  Participant  under  the
Company's 2005  Directors  Stock Plan (the "Plan").  Capitalized  terms that are
used but not defined in this  Agreement  have the meanings  given to them in the
Plan.

1.  AWARD.  Subject  to the all  terms  and  conditions  of the  Plan  and  this
Agreement, the Company hereby grants to you the number of Restricted Stock Units
listed below your name on SCHEDULE A attached to and  incorporated  as a part of
this  Agreement.  The  Restricted  Stock  Units  comprising  this  award will be
recorded in an unfunded Restricted Stock Unit account in your name maintained by
the Company or other  designated  administrator  retained  by the  Company  (the
"Administrator").  You will have no rights as a  stockholder  of the  Company by
virtue of any  Restricted  Stock  Unit  awarded  to you  unless  and until  such
Restricted  Stock Unit vests and a share of Common Stock is issued to you.  Each
Restricted  Stock Unit will remain  subject to forfeiture  unless and until such
Unit has vested in accordance with the Plan and this Agreement,  and will remain
restricted as to transferability until such Unit is settled.

2. VESTING OF RESTRICTED STOCK UNITS. The Restricted Stock Units subject to this
award will vest in the amounts and on the vesting dates specified in SCHEDULE A,
so long as you have  continuously  served as a director of the Company  from the
date of this Agreement until the applicable  vesting date. When Restricted Stock
Units vest,  the risk of forfeiture  of those  Restricted  Stock Units  expires.
Settlement  of  Restricted  Stock  Units that have  vested  will be in shares of
Common Stock and will occur as provided in Section 5.

3. TERMINATION OF SERVICE AS A DIRECTOR. Upon the termination of your service as
a director of the Company for any reason,  all unvested  Restricted  Stock Units
issued pursuant to this Agreement will be immediately forfeited.

4. DIVIDEND EQUIVALENTS.

(a) During the  period  that a  Restricted  Stock Unit is  outstanding,  it will
accrue dividend equivalents, which are amounts equal to cash dividends paid on a
share of Common  Stock,  as and when such cash  dividends are paid to holders of
the Common Stock.

(b) Such  dividend  equivalents  shall be deemed to be  reinvested in additional
Restricted  Stock  Units  on the  date  of  payment  of the  corresponding  cash
dividend, and each additional Restricted Stock Unit so acquired will be credited
to your  Restricted  Stock Unit  account and have the same  vesting  date and be
subject to the same risk of forfeiture as the underlying  Restricted Stock Units
on which the dividend equivalents were deemed paid.  Additional Restricted Stock
Units acquired as a result of the deemed  reinvestment  of dividend  equivalents
accrued after the underlying  Restricted  Stock Units are vested but before they
are settled will vest immediately upon the applicable dividend payment date. The
number of Restricted  Stock Units credited to your account on a dividend payment
date  shall be  calculated  as the  product  of (i) the  number  of  outstanding
Restricted Stock Units in your account  immediately  prior to the payment of the

<PAGE>

dividend  equivalent  (including  Restricted Stock Units previously  credited to
your  account as a result of the deemed  reinvestment  of dividend  equivalents)
multiplied by (ii) the cash dividend  amount per share of Common Stock,  divided
by the  Fair  Market  Value  of a share  of  Common  Stock  on the date the cash
dividend is paid.

(c) The  Administrator  will  provide  you with  periodic  statements,  at least
annually, showing the status of your Restricted Stock Unit account.

5. SETTLEMENT OF RESTRICTED STOCK UNITS.

Receipt of Restricted  Stock Units subject to this award will be deferred  until
the termination of your service as a Director.

At the time of settlement of vested  Restricted  Stock Units, and subject to any
withholding  obligation  under Section 6, you are entitled to receive payment in
the form of shares of Common  Stock in an amount  (rounded to the nearest  whole
share) equal to the number of vested  Restricted  Stock Units  (including  those
deemed to have been acquired by the reinvestment of dividend  equivalents)  that
are subject to settlement  on the date in question.  The shares will be credited
to a share account in your name  established  with the  Administrator as soon as
administratively practical.

6. TAX WITHHOLDING.  Unless and until you have made arrangements satisfactory to
the  Company to pay any  withholding  taxes due as a result of the  issuance  of
shares of Common Stock on any settlement date, the Company may withhold from the
total number of shares of Common Stock you are to receive on a settlement date a
number of shares that has a total value equal to the amount necessary to satisfy
any such withholding tax  obligations.  You may elect to pay a portion or all of
the  amount  of any  required  withholding  taxes in cash or in shares of Common
Stock. To the extent you elect to pay in common stock,  you may choose to either
deliver to the Company  previously held shares of Common Stock or have shares of
Common Stock withheld from the shares issued upon settlement.

7.  TRANSFERABILITY.  The  Restricted  Stock Units granted  hereunder may not be
sold,  transferred,  pledged,  assigned or other wise alienated or hypothecated,
other than in accordance with Section 9.3 of the Plan, by will or by the laws of
descent and  distribution.  Neither  the Plan nor this  Agreement  restrict  the
transfer  of shares of Common  Stock  credited  to your share  account  with the
Administrator  upon the settlement of Restricted Stock Units granted  hereunder.
Shares credited to your share account upon settlement may be withdrawn from that
account at any time by contacting the Administrator.

8. MISCELLANEOUS.

(a) The  Restricted  Stock Units granted  hereunder are subject to all the terms
and  conditions  of the  Plan  and  this  Agreement.  If any  provision  of this
Agreement is inconsistent with the Plan in any respect, the Plan shall govern in
all circumstances and such inconsistent provision shall be construed so as to be
consistent in all respects with the Plan.

<PAGE>

(b) Any  amendment to the Plan will also be deemed an amendment to the Agreement
to the extent such amendment is applicable to this Agreement.  However,  no such
amendment  may  adversely  affect your rights with respect to  Restricted  Stock
Units granted hereunder without your consent.

(c) If it is necessary to prevent an increase or decrease in the rights you have
been granted under this Agreement as a result of a transaction  or  transactions
of the type  referenced  in Section  4.3 of the Plan,  the  Committee  will make
appropriate adjustments in the number or kind of securities issuable to you upon
the  subsequent  vesting  and  settlement  of  Restricted  Stock  Units  granted
hereunder.

This  Agreement  has been  executed by the parties as of the date first  written
above.


                                PRINCIPAL FINANCIAL GROUP, INC.

                                By:      __________________________
                                Name:    Jim DeVries
                                Title:   Senior Vice President - Human Resources

                                Date:            DATE
                                         ---------------------------------------


                                PARTICIPANT

                                --------------------------------
                                PARTICIPANT NAME

                                Date:    __________________________

<PAGE>


                                   SCHEDULE A
                                       TO
                         PRINCIPAL FINANCIAL GROUP, INC.
                         RESTRICTED STOCK UNIT AGREEMENT
                                DATED GRANT DATE



Name of Director/Participant:  PARTICIPANT NAME

Number of Restricted Stock Units Granted:  RSUs GRANTED

Date of Grant:  GRANT DATE

Vesting Dates:                                    Number of Units Vesting:

      VESTING DATE                                   NUMBER OF UNITS VESTING
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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": "05851591"}, "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 17, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 17, 2005,  the  shareholders  of Principal  Financial  Group,  Inc.  (the
"Company")  approved the adoption of the Principal  Financial  Group,  Inc. 2005
Directors  Stock  Plan  and the  Principal  Financial  Group,  Inc.  2005  Stock
Incentive  Plan. The Company's  board of directors had  previously  adopted each
such plan subject to  shareholder  approval.  A summary of each plan, as well as
its complete text, is included in the Company's  proxy  statement filed with the
Securities and Exchange Commission on March 31, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

99   Form of Restricted Stock Unit Award Agreement

                                             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:    May 17, 2005
Exhibit 99
                         PRINCIPAL FINANCIAL GROUP, INC.
                      RESTRICTED STOCK UNIT AWARD AGREEMENT

This Agreement,  dated as of GRANT DATE, is between  Principal  Financial Group,
Inc.  (the  "Company")  and you,  PARTICIPANT  NAME,  a  Participant  under  the
Company's 2005  Directors  Stock Plan (the "Plan").  Capitalized  terms that are
used but not defined in this  Agreement  have the meanings  given to them in the
Plan.

1.  AWARD.  Subject  to the all  terms  and  conditions  of the  Plan  and  this
Agreement, the Company hereby grants to you the number of Restricted Stock Units
listed below your name on SCHEDULE A attached to and  incorporated  as a part of
this  Agreement.  The  Restricted  Stock  Units  comprising  this  award will be
recorded in an unfunded Restricted Stock Unit account in your name maintained by
the Company or other  designated  administrator  retained  by the  Company  (the
"Administrator").  You will have no rights as a  stockholder  of the  Company by
virtue of any  Restricted  Stock  Unit  awarded  to you  unless  and until  such
Restricted  Stock Unit vests and a share of Common Stock is issued to you.  Each
Restricted  Stock Unit will remain  subject to forfeiture  unless and until such
Unit has vested in accordance with the Plan and this Agreement,  and will remain
restricted as to transferability until such Unit is settled.

2. VESTING OF RESTRICTED STOCK UNITS. The Restricted Stock Units subject to this
award will vest in the amounts and on the vesting dates specified in SCHEDULE A,
so long as you have  continuously  served as a director of the Company  from the
date of this Agreement until the applicable  vesting date. When Restricted Stock
Units vest,  the risk of forfeiture  of those  Restricted  Stock Units  expires.
Settlement  of  Restricted  Stock  Units that have  vested  will be in shares of
Common Stock and will occur as provided in Section 5.

3. TERMINATION OF SERVICE AS A DIRECTOR. Upon the termination of your service as
a director of the Company for any reason,  all unvested  Restricted  Stock Units
issued pursuant to this Agreement will be immediately forfeited.

4. DIVIDEND EQUIVALENTS.

(a) During the  period  that a  Restricted  Stock Unit is  outstanding,  it will
accrue dividend equivalents, which are amounts equal to cash dividends paid on a
share of Common  Stock,  as and when such cash  dividends are paid to holders of
the Common Stock.

(b) Such  dividend  equivalents  shall be deemed to be  reinvested in additional
Restricted  Stock  Units  on the  date  of  payment  of the  corresponding  cash
dividend, and each additional Restricted Stock Unit so acquired will be credited
to your  Restricted  Stock Unit  account and have the same  vesting  date and be
subject to the same risk of forfeiture as the underlying  Restricted Stock Units
on which the dividend equivalents were deemed paid.  Additional Restricted Stock
Units acquired as a result of the deemed  reinvestment  of dividend  equivalents
accrued after the underlying  Restricted  Stock Units are vested but before they
are settled will vest immediately upon the applicable dividend payment date. The
number of Restricted  Stock Units credited to your account on a dividend payment
date  shall be  calculated  as the  product  of (i) the  number  of  outstanding
Restricted Stock Units in your account  immediately  prior to the payment of the
dividend  equivalent  (including  Restricted Stock Units previously  credited to
your  account as a result of the deemed  reinvestment  of dividend  equivalents)
multiplied by (ii) the cash dividend  amount per share of Common Stock,  divided
by the  Fair  Market  Value  of a share  of  Common  Stock  on the date the cash
dividend is paid.

(c) The  Administrator  will  provide  you with  periodic  statements,  at least
annually, showing the status of your Restricted Stock Unit account.

5. SETTLEMENT OF RESTRICTED STOCK UNITS.

Receipt of Restricted  Stock Units subject to this award will be deferred  until
the termination of your service as a Director.

At the time of settlement of vested  Restricted  Stock Units, and subject to any
withholding  obligation  under Section 6, you are entitled to receive payment in
the form of shares of Common  Stock in an amount  (rounded to the nearest  whole
share) equal to the number of vested  Restricted  Stock Units  (including  those
deemed to have been acquired by the reinvestment of dividend  equivalents)  that
are subject to settlement  on the date in question.  The shares will be credited
to a share account in your name  established  with the  Administrator as soon as
administratively practical.

6. TAX WITHHOLDING.  Unless and until you have made arrangements satisfactory to
the  Company to pay any  withholding  taxes due as a result of the  issuance  of
shares of Common Stock on any settlement date, the Company may withhold from the
total number of shares of Common Stock you are to receive on a settlement date a
number of shares that has a total value equal to the amount necessary to satisfy
any such withholding tax  obligations.  You may elect to pay a portion or all of
the  amount  of any  required  withholding  taxes in cash or in shares of Common
Stock. To the extent you elect to pay in common stock,  you may choose to either
deliver to the Company  previously held shares of Common Stock or have shares of
Common Stock withheld from the shares issued upon settlement.

7.  TRANSFERABILITY.  The  Restricted  Stock Units granted  hereunder may not be
sold,  transferred,  pledged,  assigned or other wise alienated or hypothecated,
other than in accordance with Section 9.3 of the Plan, by will or by the laws of
descent and  distribution.  Neither  the Plan nor this  Agreement  restrict  the
transfer  of shares of Common  Stock  credited  to your share  account  with the
Administrator  upon the settlement of Restricted Stock Units granted  hereunder.
Shares credited to your share account upon settlement may be withdrawn from that
account at any time by contacting the Administrator.

8. MISCELLANEOUS.

(a) The  Restricted  Stock Units granted  hereunder are subject to all the terms
and  conditions  of the  Plan  and  this  Agreement.  If any  provision  of this
Agreement is inconsistent with the Plan in any respect, the Plan shall govern in
all circumstances and such inconsistent provision shall be construed so as to be
consistent in all respects with the Plan.
(b) Any  amendment to the Plan will also be deemed an amendment to the Agreement
to the extent such amendment is applicable to this Agreement.  However,  no such
amendment  may  adversely  affect your rights with respect to  Restricted  Stock
Units granted hereunder without your consent.

(c) If it is necessary to prevent an increase or decrease in the rights you have
been granted under this Agreement as a result of a transaction  or  transactions
of the type  referenced  in Section  4.3 of the Plan,  the  Committee  will make
appropriate adjustments in the number or kind of securities issuable to you upon
the  subsequent  vesting  and  settlement  of  Restricted  Stock  Units  granted
hereunder.

This  Agreement  has been  executed by the parties as of the date first  written
above.

                                PRINCIPAL FINANCIAL GROUP, INC.

                                By:      __________________________
                                Name:    Jim DeVries
                                Title:   Senior Vice President - Human Resources

                                Date:            DATE
                                         ---------------------------------------

                                PARTICIPANT

                                --------------------------------
                                PARTICIPANT NAME

                                Date:    __________________________
SCHEDULE A
                                       TO
                         PRINCIPAL FINANCIAL GROUP, INC.
                         RESTRICTED STOCK UNIT AGREEMENT
                                DATED GRANT DATE

Name of Director/Participant:  PARTICIPANT NAME

Number of Restricted Stock Units Granted:  RSUs GRANTED

Date of Grant:  GRANT DATE

Vesting Dates:                                    Number of Units Vesting:

      VESTING DATE                                   NUMBER OF UNITS VESTING