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: DECEMBER 15, 2003
                        (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)

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




<PAGE>

ITEM 7.  EXHIBITS

99.1 Press Release of Principal Financial Group, Inc. dated December 15, 2003.

ITEM 9.  REGULATION FD DISCLOSURE.

On December 15, 2003,  Principal  Financial  Group,  Inc. issued a press release
updating its earnings  guidance.  A copy of the press release is attached hereto
as Exhibit 99.1.








                                    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/ THOMAS J. GRAF
                                    --------------------------------------------
                                    Name:  Thomas J. Graf
                                    Title: Senior Vice President - Investor
                                           Relations



Date:  December 15, 2003


                                       2
<PAGE>

FOR RELEASE:      On receipt, December 15, 2003
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. UPDATES EARNINGS GUIDANCE

Des Moines,  IA (December 15, 2003) -- Principal  Financial  Group,  Inc. (NYSE:
PFG) today  announced  the company  intends to take a write-down of its mortgage
servicing  rights asset (MSR) in fourth  quarter 2003.  The impact on net income
and operating  earnings is expected to range from $70 to $110 million after tax,
or 22 cents to 34 cents per diluted share.
         "Our mortgage  banking business is strongly focused on the servicing of
loans, so determining  the value of our MSR is of critical  importance to us. We
are very disciplined in our approach and committed to our valuation philosophy,"
said John Aschenbrenner, President, Insurance and Financial Services.
         "We are highly  confident our model  reflects the economic value of the
asset," said Aschenbrenner.  "However,  generally accepted accounting principles
require  mortgage  servicing  rights to be  carried  at market  value and market
valuations of MSRs are not precise in an environment like the current one, where
there have been limited sales to use as comparables.
         "Because  assessing market value is difficult,  we conducted a thorough
review of external  market  measures,  with the help of  additional  independent
valuation  experts.  Based  on our  review,  we will  take a  write-down  to the
mortgage  servicing  rights  during the fourth  quarter to bring it more in line
with currently available external indicators of market value."
         Aside  from the  impact of the  write-down,  previous  net  income  and
operating  earnings  guidance  for fourth  quarter 2003  remains  unchanged  for
Principal  Financial Group,  Inc. 2004 guidance remains  unchanged for Principal
Financial Group, Inc.

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,


                                       3
<PAGE>

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, 2002, AND IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
FOR THE  QUARTER  ENDED  SEPTEMBER  30,  2003,  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.

                                       4
<PAGE>

ABOUT 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 mortgage  banking  through its diverse family of financial
services  companies.  More employers  choose the Principal  Financial  Group for
their 401(k) plans than any other bank, mutual fund, or insurance company in the
United States2.  A member of the Fortune 500, the Principal  Financial Group has
$134.8  billion  in assets  under  management3  and  serves  some  14.8  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
     trademarks referring to Principal Financial Group, Inc.
2    CFO  Magazine,  April/May  2003,  based on total  plans  served  in 2002 by
     insurance companies, banks and investment firms.
3    As of September 30, 2003
[{"type": "8-K", "sequence": "1", "filename": "final8kprmi.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6948}]
{"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": "031053374"}, "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: DECEMBER 15, 2003
                        (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)

                               ------------------
ITEM 7.  EXHIBITS

99.1 Press Release of Principal Financial Group, Inc. dated December 15, 2003.

ITEM 9.  REGULATION FD DISCLOSURE.

On December 15, 2003,  Principal  Financial  Group,  Inc. issued a press release
updating its earnings  guidance.  A copy of the press release is attached hereto
as Exhibit 99.1.

                                    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/ THOMAS J. GRAF
                                    --------------------------------------------
                                    Name:  Thomas J. Graf
                                    Title: Senior Vice President - Investor
                                           Relations

Date:  December 15, 2003

                                       2
FOR RELEASE:      On receipt, December 15, 2003
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. UPDATES EARNINGS GUIDANCE

Des Moines,  IA (December 15, 2003) -- Principal  Financial  Group,  Inc. (NYSE:
PFG) today  announced  the company  intends to take a write-down of its mortgage
servicing  rights asset (MSR) in fourth  quarter 2003.  The impact on net income
and operating  earnings is expected to range from $70 to $110 million after tax,
or 22 cents to 34 cents per diluted share.
         "Our mortgage  banking business is strongly focused on the servicing of
loans, so determining  the value of our MSR is of critical  importance to us. We
are very disciplined in our approach and committed to our valuation philosophy,"
said John Aschenbrenner, President, Insurance and Financial Services.
         "We are highly  confident our model  reflects the economic value of the
asset," said Aschenbrenner.  "However,  generally accepted accounting principles
require  mortgage  servicing  rights to be  carried  at market  value and market
valuations of MSRs are not precise in an environment like the current one, where
there have been limited sales to use as comparables.
         "Because  assessing market value is difficult,  we conducted a thorough
review of external  market  measures,  with the help of  additional  independent
valuation  experts.  Based  on our  review,  we will  take a  write-down  to the
mortgage  servicing  rights  during the fourth  quarter to bring it more in line
with currently available external indicators of market value."
         Aside  from the  impact of the  write-down,  previous  net  income  and
operating  earnings  guidance  for fourth  quarter 2003  remains  unchanged  for
Principal  Financial Group,  Inc. 2004 guidance remains  unchanged for Principal
Financial Group, Inc.

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,

                                       3
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, 2002, AND IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
FOR THE  QUARTER  ENDED  SEPTEMBER  30,  2003,  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.

                                       4
ABOUT 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 mortgage  banking  through its diverse family of financial
services  companies.  More employers  choose the Principal  Financial  Group for
their 401(k) plans than any other bank, mutual fund, or insurance company in the
United States2.  A member of the Fortune 500, the Principal  Financial Group has
$134.8  billion  in assets  under  management3  and  serves  some  14.8  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
     trademarks referring to Principal Financial Group, Inc.
2    CFO  Magazine,  April/May  2003,  based on total  plans  served  in 2002 by
     insurance companies, banks and investment firms.
3    As of September 30, 2003