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 1, 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))

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


<PAGE>


ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 1, 2006,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2006.  The text of the  announcement  is  included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99  First Quarter 2006 Earnings Release




                                    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 2, 2006


<PAGE>

                                                                Exhibit 99
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. REPORTS FIRST QUARTER 2006 RESULTS

Des Moines, IA (May 1, 2006) - Principal Financial Group, Inc. (NYSE: PFG) today
announced net income available to common stockholders for the three months ended
March 31, 2006, of $285.7 million, or $1.01 per diluted share compared to $205.5
million,  or $0.68  per  diluted  share  for the three  months  ended  March 31,
2005(1).  The company reported record  operating  earnings of $240.2 million for
first quarter 2006, compared to $209.2 million for first quarter 2005. Operating
earnings  per diluted  share (EPS) for first  quarter  2006 were a record  $0.85
compared  to $0.69 for the same  period in 2005.  Operating  revenues  for first
quarter 2006 were  $2,343.1  million  compared to $2,148.6  million for the same
period last year.(2)

Additional highlights for first quarter 2006 include:

o    Record  operating  earnings of $157.8 million for U.S. Asset Management and
     Accumulation,  a 14 percent  increase from first  quarter 2005,  reflecting
     record earnings for Principal Global Investors,  full service accumulation,
     mutual funds and individual annuities;

o    Record assets under management  (AUM) of $205.3 billion,  an increase of 19
     percent, including organic growth of 35 percent for Principal International
     and 25 percent for Principal Global Investors' third party AUM.

o    Continued  strong  organic  sales  of  the  company's  key  retirement  and
     investment  products,  including  a record $2.9  billion  for full  service
     accumulation,  a record $990  million for mutual funds and $539 million for
     individual annuities.

"Our record first quarter performance - including 23 percent EPS growth and a 15
percent increase in operating earnings - reflects significant  underlying growth
in our U.S. and international asset management and accumulation businesses,  and
very solid  performance from our life and health insurance  businesses," said J.
Barry Griswell, chairman and chief executive officer.

"From a year ago, we've  increased  assets under  management $32 billion,  or 19
percent,  and grown account  values in our U.S.  asset  accumulation  businesses
nearly $18 billion,  or 16 percent,"  said  Griswell.  "These gains  reflect our
commitment  to  innovative  solutions  for  retirement  plan  and  institutional
investors,  an intensified focus on sales and customer retention,  and continued
strong investment performance from Principal Global Investors."

"Importantly,  across our  businesses,  we continue to anticipate and respond to
changing customer needs - in particular, increased demand for bundled retirement
solutions,  voluntary benefits and  consumer-driven  healthcare," said Griswell.
"Total  Retirement Suite SM, which provides  exceptional  integration of defined
benefit,  defined  contribution,   employee  stock  ownership  and  nonqualified
retirement  plans,  produced  nearly  $1.7  billion of our record  full  service
accumulation  sales.  Success with Total  Retirement  Suite also  contributed to
record  first  quarter  sales of the  individual  life  division's  nonqualified
retirement  solutions.  In addition, we achieved record voluntary benefits sales
during  the  quarter,  and high  deductible  health  plans  made up more than 10
percent of new member insured medical sales.  These results  demonstrate  strong
acceptance of our offerings by employers  seeking high quality,  cost-effective,
value-added benefits."

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2006 were $157.8 million,  compared
to $138.6 million for the same period in 2005.  Improvement  for the segment was
primarily driven by a 21 percent increase in full service accumulation earnings,
which  were a record  $73.3  million in first  quarter  2006  compared  to $60.7
million in the same period a year ago. The increase in full service accumulation
earnings  from a year ago was  primarily the result of higher fees due to growth
in account  values.  The increase  also reflects $4.8 million of tax benefits in
first quarter 2006, as a result of the final  dividends  received  deduction tax
calculation  for 2005,  an increase of $2.1  million  compared to the benefit in
first quarter 2005. Full service  accumulation account values were $82.5 billion
as of March 31, 2006 compared to $69.0 billion as of March 31, 2005.

Operating  revenues  for the first  quarter  increased  10 percent  to  $1,049.8
million  compared to $957.3  million  for the same  period in 2005,  as revenues
increased in all businesses  within the segment.  Higher sales of single premium
group annuities were the largest contributor to the increase. The single premium
product, typically used to fund defined benefit plan terminations,  can generate
large  premiums from very few customers and tends to vary from period to period.
Excluding this product, revenues for the segment increased 7 percent,  primarily
due to record revenues in the full service  accumulation and individual  annuity
businesses.

Segment  assets under  management  were a record $173.9  billion as of March 31,
2006,  up 6 percent  from $164.3  billion as of  December  31,  2005,  and up 18
percent from $148.0 billion as of March 31, 2005.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2006 were $17.6 million,  compared
to $9.5 million for the same period in 2005.  Improvement for the segment from a
year ago was primarily due to higher earnings in Brazil,  Chile,  and Hong Kong,
as well as $3.0  million of  benefits  in first  quarter  2006 for  expense  and
deferred policy acquisition cost refinements.

Operating  revenues  were $143.4  million for first  quarter  2006,  compared to
$132.8  million for the same period last year,  primarily  reflecting  favorable
currency  translation in Chile,  Mexico, and Brazil, and growth in Brazil, India
and Hong Kong.

Assets under management for the segment were $16.1 billion as of March 31, 2006,
compared to $15.4 billion as of December 31, 2005, and compared to $10.6 billion
as of March 31, 2005.(3)

LIFE AND HEALTH INSURANCE

Segment  operating  earnings  for first  quarter 2006 were $70.4  million.  This
compares to $69.5 million for the same period in 2005,  which  benefited by $3.9
million due to favorable  deferred policy  acquisition  cost  adjustments in the
individual life division.  Improvement for the segment from a year ago primarily
reflects  improved  loss  ratios  and  solid  growth in the  Specialty  Benefits
division.

Operating  revenues  increased  to a record  $1,159.6  million for the  quarter,
compared to $1,068.6  million  for the same period in 2005.  Specialty  Benefits
revenues  increased 18 percent,  driven by strong sales and steady  retention in
each of the division's  product lines.  Health  division  revenues  increased 10
percent,  primarily  due to a 9 percent  increase  in  insured  medical  covered
members.  Individual Life revenues decreased 1 percent, as the company continued
its shift in  marketing  emphasis  from  traditional  premium-based  products to
fee-based   universal  life  and  variable   universal  life  products.   Unlike
traditional  premium-based products,  universal life and variable universal life
deposits are not reported as GAAP revenue.

CORPORATE AND OTHER

Operating losses for first quarter 2006 were $5.6 million, compared to operating
losses of $8.4 million for the same period in 2005.  Improved first quarter 2006
results  reflect  increased  net  investment  income,  due to  higher  operating
performance  on  joint  venture  real  estate  and a larger  asset  base for the
segment.  Additional  benefits from tax-related matters contributed $3.9 million
to the positive  variance.  These items were  substantially  offset by the first
quarter  2006  declaration  of a  preferred  stock  dividend,  the cost of which
reduced  operating  earnings by $8.2 million with no  corresponding  activity in
first quarter 2005.

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,  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.

SHARE REPURCHASES

In November 2005,  the Board  authorized the repurchase of up to $250 million of
the company's outstanding common stock. As of March 31, 2006, under this program
the company  repurchased 3.4 million shares for $162.3 million,  an average cost
of $48.34 per share.

STOCK OPTIONS

On January 1, 2006,  the  company  adopted  Statement  of  Financial  Accounting
Standards 123 (revised  2004),  SHARE-BASED  PAYMENT  ("SFAS  123R").  SFAS 123R
requires all share-based payments to employees to be recognized at fair-value in
the financial  statements.  Adoption of SFAS 123R did not have a material impact
on our  consolidated  financial  statements as the company  began  expensing all
stock options, using a fair-value based method, effective for the year beginning
January 1, 2002.  In addition,  any stock  options  granted  prior to January 1,
2002, are fully vested.

EARNINGS CONFERENCE CALL

At 9:00 A.M.  (CST)  tomorrow,  Chairman and CEO J. Barry Griswell and Executive
Vice  President  and CFO  Mike  Gersie  will  lead a  discussion  during  a live
conference call. Parties interested in listening to the conference call live may
access  the  webcast  on  the   company's   Investor   Relations   (IR)  website
(www.principal.com/investor)  or by dialing  (800)  374-1609  (U.S.  callers) or
(706) 643-7701  (International  callers)  approximately  10 minutes prior to the
start of the call.  To access the call,  leader name is Tom Graf.  Listeners can
access  an audio  replay  of the call on the IR  website,  or by  calling  (800)
642-1687 (US callers) or (706) 645-9291 (International callers). The access code
for the replay is 7218877.  Replays will be available  through May 9, 2006.  The
financial  supplement is currently available on our website and will be referred
to during the conference call.

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 $205.3
billion in assets under  management(5)  and serves some 16.0  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.

                                       ###



<PAGE>

<TABLE>
<CAPTION>

SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS
----------------------------------------- --------------------------------------
                                                            OPERATING EARNINGS (LOSS)* IN MILLIONS
                                                            --------------------------------------
                                                                      THREE MONTHS ENDED,
<S>                                                         <C>                            <C>
                                            SEGMENT         03/31/06                        03/31/05
--------------------------------------------------- ----------------------------- -----------------------------


             U.S. ASSET MANAGEMENT AND ACCUMULATION         $157.8                         $138.6
--------------------------------------------------- ----------------------------- -----------------------------
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION           17.6                            9.5
--------------------------------------------------- ----------------------------- -----------------------------
                          LIFE AND HEALTH INSURANCE           70.4                           69.5
--------------------------------------------------- ----------------------------- -----------------------------
                                CORPORATE AND OTHER           (5.6)                          (8.4)
--------------------------------------------------- ----------------------------- -----------------------------
                                 OPERATING EARNINGS          240.2                          209.2
--------------------------------------------------- ----------------------------- -----------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED           24.9                           (3.7)
--------------------------------------------------- ----------------------------- -----------------------------
                        OTHER AFTER-TAX ADJUSTMENTS           20.6                             -
--------------------------------------------------- ----------------------------- -----------------------------
        NET INCOME AVAILABLE TO COMMON STOCKHOLDERS         $285.7                         $205.5
--------------------------------------------------- ----------------------------- -----------------------------

                                                                        PER DILUTED SHARE
                                                            --------------------------------------
                                                                       THREE MONTHS ENDED,
                                                            --------------------------------------
                                                            03/31/06                      03/31/05
                                                    ----------------------------- ------------------ ----------
                                 OPERATING EARNINGS        $   0.85                        $  0.69
--------------------------------------------------- ----------------------------- -----------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED            0.09                          (0.01)
--------------------------------------------------- ----------------------------- -----------------------------
                        OTHER AFTER-TAX ADJUSTMENTS            0.07                            -
--------------------------------------------------- ----------------------------- -----------------------------
        NET INCOME AVAILABLE TO COMMON STOCKHOLDERS        $   1.01                        $  0.68
--------------------------------------------------- ----------------------------- -----------------------------
 WEIGHTED-AVERAGE DILUTED COMMON SHARES OUTSTANDING          281.9                          301.2
--------------------------------------------------- ----------------------------- -----------------------------

</TABLE>


*OPERATING EARNINGS VERSUS U.S. GAAP (GAAP) NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS
Management   uses  operating   earnings,   which  excludes  the  effect  of  net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments, for goal setting, determining employee compensation, and evaluating
performance on a basis comparable to that used by securities  analysts.  Segment
operating earnings are determined by adjusting U.S. GAAP net income available to
common  stockholders for net  realized/unrealized  capital gains and losses,  as
adjusted,  and other  after-tax  adjustments  not believed to be  indicative  of
overall operating trends. Note: after-tax  adjustments have occurred in the past
and  could  recur  in  future  reporting  periods.  While  these  items  may  be
significant components in understanding and assessing our consolidated financial
performance,  management believes the presentation of segment operating earnings
enhances the  understanding  of results of operations by  highlighting  earnings
attributable to the normal, ongoing operations of the company's businesses.

<PAGE>
<TABLE>
<CAPTION>

                         PRINCIPAL FINANCIAL GROUP, INC
                              RESULTS OF OPERATIONS
                                  (in millions)
     ------------------------------------------------------------------------- ----------------------------------
                                                                      THREE MONTHS ENDED
                                                         -------------------------------------------------
                                                                03/31/06                03/31/05
                                                         -------------------------------------------------
<S>                                                             <C>                     <C>
Premiums and other considerations                               $1,041.8                $      934.1
Fees and other revenues                                            448.8                       417.2
Net investment income                                              852.2                       793.9
Net realized/unrealized capital gains (losses)                      48.9                        (1.5)
                                                        -------------------------------------------------
  TOTAL REVENUES                                                 2,391.7                     2,143.7
                                                        -------------------------------------------------
Benefits, claims, and settlement expenses                        1,341.8                     1,234.3
Dividends to policyholders                                          71.9                        72.9
Operating expenses                                                 604.4                       556.9
                                                        -------------------------------------------------
  TOTAL EXPENSES                                                 2,018.1                     1,864.1
                                                        -------------------------------------------------
Income from continuing operations before income taxes              373.6                       279.6
Income taxes                                                        79.7                        74.7
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                     293.9                       204.9

Income from discontinued operations, net of related taxes            -                           0.6
                                                        -------------------------------------------------
   NET INCOME                                                      293.9                       205.5

Preferred stock dividends                                            8.2                           -
                                                        -------------------------------------------------

  NET INCOME AVAILABLE TO COMMON STOCKHOLDERS                   $  285.7                $      205.5

Less:
Net realized/unrealized capital gains (losses),
  as adjusted                                                       24.9                        (3.7)

Other after-tax adjustments                                         20.6                           -
                                                        -------------------------------------------------
   OPERATING EARNINGS                                             $240.2                      $209.2
                                                        =================================================
</TABLE>

<TABLE>
<CAPTION>
                        SELECTED BALANCE SHEET STATISTICS

                                                                                    PERIOD ENDED
                                                        ----------------------------------------------------------------------
                                                                 03/31/06                12/31/05                03/31/05
                                                        ----------------------------------------------------------------------
<S>                                                             <C>                     <C>                     <C>
Total assets (in billions)                                      $  132.0                $   127.0               $       113.5
Total common equity (in millions)                               $7,056.7                $ 7,265.2               $     7,343.1
Total common equity excluding accumulated other
  comprehensive income (in millions)                            $6,417.4                $ 6,270.4               $     6,296.7
End of period common shares outstanding (in
  millions)                                                        277.6                    280.6                       296.8
Book value per common share                                     $   25.42               $    25.89              $        24.74
Book value per common share excluding
  accumulated other comprehensive income                        $   23.12               $    22.35              $        21.22
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                         PRINCIPAL FINANCIAL GROUP, INC
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO U.S. GAAP
                      (in millions, except as indicated).

                                                                  THREE MONTHS ENDED
                                                             -------------- ---------------
                                                                  03/31/06        03/31/05
                                                             -------------- ---------------
<S>                                                               <C>            <C>
DILUTED EARNINGS PER COMMON SHARE:
Operating Earnings                                                     0.85            0.69
Net realized/unrealized capital gains (losses)                         0.09           (0.01)
Other after-tax adjustments                                            0.07               -
                                                             -------------- ---------------
Net income available to common stockholders                            1.01            0.68
                                                             ============== ===============

BOOK VALUE PER COMMON SHARE EXCLUDING
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Book value per common share excluding accumulated other
  comprehensive income                                                23.12           21.22
Net unrealized capital gains                                           2.43            3.85
Foreign currency translation                                          (0.09)          (0.31)
Minimum pension liability                                             (0.04)          (0.02)
                                                             -------------- ---------------
Book value per common share including accumulated
  other comprehensive income                                          25.42           24.74
                                                             ============== ===============
OPERATING REVENUES:
USAMA                                                              1,049.8           957.3
IAMA                                                                 143.4           132.8
Life and Health                                                    1,159.6         1,068.6
Corporate and Other                                                   (9.7)          (10.1)
                                                             -------------- ---------------
Total operating revenues                                           2,343.1         2,148.6
Add:  Net realized/unrealized capital gains (losses)
  and related fee adjustments                                         48.6            (4.0)
Less:  Operating revenues from discontinued real estate                 -              0.9
                                                             -------------- ---------------
Total GAAP revenues                                                2,391.7         2,143.7
                                                             ============== ===============

OPERATING EARNINGS:
USAMA                                                                157.8           138.6
IAMA                                                                  17.6             9.5
Life and Health                                                       70.4            69.5
Corporate and Other                                                   (5.6)           (8.4)
                                                             -------------- ---------------
Total operating earnings                                             240.2           209.2
Net realized/unrealized capital gain (losses)                         24.9            (3.7)
Other after-tax adjustments                                           20.6              -
                                                             -------------- ---------------
Net income available to common stockholders                           285.7          205.5
                                                             ============== ===============

NET REALIZED/UNREALIZED CAPITAL GAINS (LOSSES):
Net realized/unrealized capital gains (losses), as adjusted            24.9           (3.7)
Add:
Amortization of DPAC and sale inducement costs                          0.6           (0.5)
Capital gains distributed                                               3.6            1.4
Tax impacts                                                            15.9           (1.2)
Minority interest capital gains                                         3.6             -
Less related fee adjustments:
Unearned front-end fee income                                           0.6            0.4
Certain market value adjustments to fee revenues                       (0.9)          (2.9)
                                                             -------------- ---------------
GAAP net realized/unrealized capital gains (losses)                    48.9           (1.5)
                                                             ============== ===============

OTHER AFTER TAX ADJUSTMENTS:
IRS audit issues                                                       20.6             -
                                                             -------------- ---------------
Total other after-tax adjustments                                      20.6             -
                                                             ============== ===============
</TABLE>

USE OF NON-GAAP FINANCIAL MEASURES
The  company  uses a number  of  non-GAAP  financial  measures  that  management
believes are useful to investors  because they illustrate the performance of our
normal,  ongoing operations,  which is important in understanding and evaluating
the  company's  financial  condition  and results of  operations.  They are not,
however, a substitute for U.S. GAAP financial measures.  Therefore,  the company
has provided above reconciliations of the non-GAAP measures to the most directly
comparable  U.S. GAAP measure.  The company adjusts U.S. GAAP measures for items
not directly related to ongoing  operations.  However, it is possible that these
adjusting  items  have  occurred  in the past  and  could  recur in the  future.
Management also uses non-GAAP  measures for goal setting,  determining  employee
and senior management awards and compensation,  and evaluating  performance on a
basis comparable to that used by investors and securities analysts.

--------
(1)  The increase in net income  available to common  stockholders,  detailed at
     the end of the release,  reflects  higher  operating  earnings,  higher net
     realized/unrealized   capital   gains,   and   positive   other   after-tax
     adjustments.

(2)  Use of non-GAAP financial measures is discussed at the end of this release.

(3)  In third quarter 2005, Principal  International  increased ownership in its
     Malaysian joint venture. As a result of increased ownership,  joint venture
     assets  under  management  of  $1.8  billion  were  included  in  AUM as of
     September 30, 2005.

(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 March 31, 2006.
[{"type": "8-K", "sequence": "1", "filename": "firstq06er.txt", "description": "FORM 8-K", "secsgml_size_bytes": 33271}]
{"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": "06797436"}, "business-address": {"street1": "711 HIGH STREET", "city": "DES MOINES", "state": "IA", "zip": "50392", "phone": "5152475111"}, "mail-address": {"street1": "711 HIGH STREET", "city": "DES MOINES", "state": "IA", "zip": "50392"}}
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 1, 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))

                               ------------------
ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 1, 2006,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2006.  The text of the  announcement  is  included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99  First Quarter 2006 Earnings Release

                                    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 2, 2006
Exhibit 99
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. REPORTS FIRST QUARTER 2006 RESULTS

Des Moines, IA (May 1, 2006) - Principal Financial Group, Inc. (NYSE: PFG) today
announced net income available to common stockholders for the three months ended
March 31, 2006, of $285.7 million, or $1.01 per diluted share compared to $205.5
million,  or $0.68  per  diluted  share  for the three  months  ended  March 31,
2005(1).  The company reported record  operating  earnings of $240.2 million for
first quarter 2006, compared to $209.2 million for first quarter 2005. Operating
earnings  per diluted  share (EPS) for first  quarter  2006 were a record  $0.85
compared  to $0.69 for the same  period in 2005.  Operating  revenues  for first
quarter 2006 were  $2,343.1  million  compared to $2,148.6  million for the same
period last year.(2)

Additional highlights for first quarter 2006 include:

o    Record  operating  earnings of $157.8 million for U.S. Asset Management and
     Accumulation,  a 14 percent  increase from first  quarter 2005,  reflecting
     record earnings for Principal Global Investors,  full service accumulation,
     mutual funds and individual annuities;

o    Record assets under management  (AUM) of $205.3 billion,  an increase of 19
     percent, including organic growth of 35 percent for Principal International
     and 25 percent for Principal Global Investors' third party AUM.

o    Continued  strong  organic  sales  of  the  company's  key  retirement  and
     investment  products,  including  a record $2.9  billion  for full  service
     accumulation,  a record $990  million for mutual funds and $539 million for
     individual annuities.

"Our record first quarter performance - including 23 percent EPS growth and a 15
percent increase in operating earnings - reflects significant  underlying growth
in our U.S. and international asset management and accumulation businesses,  and
very solid  performance from our life and health insurance  businesses," said J.
Barry Griswell, chairman and chief executive officer.

"From a year ago, we've  increased  assets under  management $32 billion,  or 19
percent,  and grown account  values in our U.S.  asset  accumulation  businesses
nearly $18 billion,  or 16 percent,"  said  Griswell.  "These gains  reflect our
commitment  to  innovative  solutions  for  retirement  plan  and  institutional
investors,  an intensified focus on sales and customer retention,  and continued
strong investment performance from Principal Global Investors."

"Importantly,  across our  businesses,  we continue to anticipate and respond to
changing customer needs - in particular, increased demand for bundled retirement
solutions,  voluntary benefits and  consumer-driven  healthcare," said Griswell.
"Total  Retirement Suite SM, which provides  exceptional  integration of defined
benefit,  defined  contribution,   employee  stock  ownership  and  nonqualified
retirement  plans,  produced  nearly  $1.7  billion of our record  full  service
accumulation  sales.  Success with Total  Retirement  Suite also  contributed to
record  first  quarter  sales of the  individual  life  division's  nonqualified
retirement  solutions.  In addition, we achieved record voluntary benefits sales
during  the  quarter,  and high  deductible  health  plans  made up more than 10
percent of new member insured medical sales.  These results  demonstrate  strong
acceptance of our offerings by employers  seeking high quality,  cost-effective,
value-added benefits."

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2006 were $157.8 million,  compared
to $138.6 million for the same period in 2005.  Improvement  for the segment was
primarily driven by a 21 percent increase in full service accumulation earnings,
which  were a record  $73.3  million in first  quarter  2006  compared  to $60.7
million in the same period a year ago. The increase in full service accumulation
earnings  from a year ago was  primarily the result of higher fees due to growth
in account  values.  The increase  also reflects $4.8 million of tax benefits in
first quarter 2006, as a result of the final  dividends  received  deduction tax
calculation  for 2005,  an increase of $2.1  million  compared to the benefit in
first quarter 2005. Full service  accumulation account values were $82.5 billion
as of March 31, 2006 compared to $69.0 billion as of March 31, 2005.

Operating  revenues  for the first  quarter  increased  10 percent  to  $1,049.8
million  compared to $957.3  million  for the same  period in 2005,  as revenues
increased in all businesses  within the segment.  Higher sales of single premium
group annuities were the largest contributor to the increase. The single premium
product, typically used to fund defined benefit plan terminations,  can generate
large  premiums from very few customers and tends to vary from period to period.
Excluding this product, revenues for the segment increased 7 percent,  primarily
due to record revenues in the full service  accumulation and individual  annuity
businesses.

Segment  assets under  management  were a record $173.9  billion as of March 31,
2006,  up 6 percent  from $164.3  billion as of  December  31,  2005,  and up 18
percent from $148.0 billion as of March 31, 2005.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2006 were $17.6 million,  compared
to $9.5 million for the same period in 2005.  Improvement for the segment from a
year ago was primarily due to higher earnings in Brazil,  Chile,  and Hong Kong,
as well as $3.0  million of  benefits  in first  quarter  2006 for  expense  and
deferred policy acquisition cost refinements.

Operating  revenues  were $143.4  million for first  quarter  2006,  compared to
$132.8  million for the same period last year,  primarily  reflecting  favorable
currency  translation in Chile,  Mexico, and Brazil, and growth in Brazil, India
and Hong Kong.

Assets under management for the segment were $16.1 billion as of March 31, 2006,
compared to $15.4 billion as of December 31, 2005, and compared to $10.6 billion
as of March 31, 2005.(3)

LIFE AND HEALTH INSURANCE

Segment  operating  earnings  for first  quarter 2006 were $70.4  million.  This
compares to $69.5 million for the same period in 2005,  which  benefited by $3.9
million due to favorable  deferred policy  acquisition  cost  adjustments in the
individual life division.  Improvement for the segment from a year ago primarily
reflects  improved  loss  ratios  and  solid  growth in the  Specialty  Benefits
division.

Operating  revenues  increased  to a record  $1,159.6  million for the  quarter,
compared to $1,068.6  million  for the same period in 2005.  Specialty  Benefits
revenues  increased 18 percent,  driven by strong sales and steady  retention in
each of the division's  product lines.  Health  division  revenues  increased 10
percent,  primarily  due to a 9 percent  increase  in  insured  medical  covered
members.  Individual Life revenues decreased 1 percent, as the company continued
its shift in  marketing  emphasis  from  traditional  premium-based  products to
fee-based   universal  life  and  variable   universal  life  products.   Unlike
traditional  premium-based products,  universal life and variable universal life
deposits are not reported as GAAP revenue.

CORPORATE AND OTHER

Operating losses for first quarter 2006 were $5.6 million, compared to operating
losses of $8.4 million for the same period in 2005.  Improved first quarter 2006
results  reflect  increased  net  investment  income,  due to  higher  operating
performance  on  joint  venture  real  estate  and a larger  asset  base for the
segment.  Additional  benefits from tax-related matters contributed $3.9 million
to the positive  variance.  These items were  substantially  offset by the first
quarter  2006  declaration  of a  preferred  stock  dividend,  the cost of which
reduced  operating  earnings by $8.2 million with no  corresponding  activity in
first quarter 2005.

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,  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.

SHARE REPURCHASES

In November 2005,  the Board  authorized the repurchase of up to $250 million of
the company's outstanding common stock. As of March 31, 2006, under this program
the company  repurchased 3.4 million shares for $162.3 million,  an average cost
of $48.34 per share.

STOCK OPTIONS

On January 1, 2006,  the  company  adopted  Statement  of  Financial  Accounting
Standards 123 (revised  2004),  SHARE-BASED  PAYMENT  ("SFAS  123R").  SFAS 123R
requires all share-based payments to employees to be recognized at fair-value in
the financial  statements.  Adoption of SFAS 123R did not have a material impact
on our  consolidated  financial  statements as the company  began  expensing all
stock options, using a fair-value based method, effective for the year beginning
January 1, 2002.  In addition,  any stock  options  granted  prior to January 1,
2002, are fully vested.

EARNINGS CONFERENCE CALL

At 9:00 A.M.  (CST)  tomorrow,  Chairman and CEO J. Barry Griswell and Executive
Vice  President  and CFO  Mike  Gersie  will  lead a  discussion  during  a live
conference call. Parties interested in listening to the conference call live may
access  the  webcast  on  the   company's   Investor   Relations   (IR)  website
(www.principal.com/investor)  or by dialing  (800)  374-1609  (U.S.  callers) or
(706) 643-7701  (International  callers)  approximately  10 minutes prior to the
start of the call.  To access the call,  leader name is Tom Graf.  Listeners can
access  an audio  replay  of the call on the IR  website,  or by  calling  (800)
642-1687 (US callers) or (706) 645-9291 (International callers). The access code
for the replay is 7218877.  Replays will be available  through May 9, 2006.  The
financial  supplement is currently available on our website and will be referred
to during the conference call.

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 $205.3
billion in assets under  management(5)  and serves some 16.0  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.

                                       ###
SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS
----------------------------------------- --------------------------------------
                                                            OPERATING EARNINGS (LOSS)* IN MILLIONS
                                                            --------------------------------------
                                                                      THREE MONTHS ENDED,
SEGMENT         03/31/06                        03/31/05
--------------------------------------------------- ----------------------------- -----------------------------

             U.S. ASSET MANAGEMENT AND ACCUMULATION         $157.8                         $138.6
--------------------------------------------------- ----------------------------- -----------------------------
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION           17.6                            9.5
--------------------------------------------------- ----------------------------- -----------------------------
                          LIFE AND HEALTH INSURANCE           70.4                           69.5
--------------------------------------------------- ----------------------------- -----------------------------
                                CORPORATE AND OTHER           (5.6)                          (8.4)
--------------------------------------------------- ----------------------------- -----------------------------
                                 OPERATING EARNINGS          240.2                          209.2
--------------------------------------------------- ----------------------------- -----------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED           24.9                           (3.7)
--------------------------------------------------- ----------------------------- -----------------------------
                        OTHER AFTER-TAX ADJUSTMENTS           20.6                             -
--------------------------------------------------- ----------------------------- -----------------------------
        NET INCOME AVAILABLE TO COMMON STOCKHOLDERS         $285.7                         $205.5
--------------------------------------------------- ----------------------------- -----------------------------

                                                                        PER DILUTED SHARE
                                                            --------------------------------------
                                                                       THREE MONTHS ENDED,
                                                            --------------------------------------
                                                            03/31/06                      03/31/05
                                                    ----------------------------- ------------------ ----------
                                 OPERATING EARNINGS        $   0.85                        $  0.69
--------------------------------------------------- ----------------------------- -----------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                        GAINS (LOSSES), AS ADJUSTED            0.09                          (0.01)
--------------------------------------------------- ----------------------------- -----------------------------
                        OTHER AFTER-TAX ADJUSTMENTS            0.07                            -
--------------------------------------------------- ----------------------------- -----------------------------
        NET INCOME AVAILABLE TO COMMON STOCKHOLDERS        $   1.01                        $  0.68
--------------------------------------------------- ----------------------------- -----------------------------
 WEIGHTED-AVERAGE DILUTED COMMON SHARES OUTSTANDING          281.9                          301.2
--------------------------------------------------- ----------------------------- -----------------------------
*OPERATING EARNINGS VERSUS U.S. GAAP (GAAP) NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS
Management   uses  operating   earnings,   which  excludes  the  effect  of  net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments, for goal setting, determining employee compensation, and evaluating
performance on a basis comparable to that used by securities  analysts.  Segment
operating earnings are determined by adjusting U.S. GAAP net income available to
common  stockholders for net  realized/unrealized  capital gains and losses,  as
adjusted,  and other  after-tax  adjustments  not believed to be  indicative  of
overall operating trends. Note: after-tax  adjustments have occurred in the past
and  could  recur  in  future  reporting  periods.  While  these  items  may  be
significant components in understanding and assessing our consolidated financial
performance,  management believes the presentation of segment operating earnings
enhances the  understanding  of results of operations by  highlighting  earnings
attributable to the normal, ongoing operations of the company's businesses.
PRINCIPAL FINANCIAL GROUP, INC
                              RESULTS OF OPERATIONS
                                  (in millions)
     ------------------------------------------------------------------------- ----------------------------------
                                                                      THREE MONTHS ENDED
                                                         -------------------------------------------------
                                                                03/31/06                03/31/05
                                                         -------------------------------------------------
Premiums and other considerations                               $1,041.8                $      934.1
Fees and other revenues                                            448.8                       417.2
Net investment income                                              852.2                       793.9
Net realized/unrealized capital gains (losses)                      48.9                        (1.5)
                                                        -------------------------------------------------
  TOTAL REVENUES                                                 2,391.7                     2,143.7
                                                        -------------------------------------------------
Benefits, claims, and settlement expenses                        1,341.8                     1,234.3
Dividends to policyholders                                          71.9                        72.9
Operating expenses                                                 604.4                       556.9
                                                        -------------------------------------------------
  TOTAL EXPENSES                                                 2,018.1                     1,864.1
                                                        -------------------------------------------------
Income from continuing operations before income taxes              373.6                       279.6
Income taxes                                                        79.7                        74.7
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                     293.9                       204.9

Income from discontinued operations, net of related taxes            -                           0.6
                                                        -------------------------------------------------
   NET INCOME                                                      293.9                       205.5

Preferred stock dividends                                            8.2                           -
                                                        -------------------------------------------------

  NET INCOME AVAILABLE TO COMMON STOCKHOLDERS                   $  285.7                $      205.5

Less:
Net realized/unrealized capital gains (losses),
  as adjusted                                                       24.9                        (3.7)

Other after-tax adjustments                                         20.6                           -
                                                        -------------------------------------------------
   OPERATING EARNINGS                                             $240.2                      $209.2
                                                        =================================================
SELECTED BALANCE SHEET STATISTICS

                                                                                    PERIOD ENDED
                                                        ----------------------------------------------------------------------
                                                                 03/31/06                12/31/05                03/31/05
                                                        ----------------------------------------------------------------------
Total assets (in billions)                                      $  132.0                $   127.0               $       113.5
Total common equity (in millions)                               $7,056.7                $ 7,265.2               $     7,343.1
Total common equity excluding accumulated other
  comprehensive income (in millions)                            $6,417.4                $ 6,270.4               $     6,296.7
End of period common shares outstanding (in
  millions)                                                        277.6                    280.6                       296.8
Book value per common share                                     $   25.42               $    25.89              $        24.74
Book value per common share excluding
  accumulated other comprehensive income                        $   23.12               $    22.35              $        21.22
PRINCIPAL FINANCIAL GROUP, INC
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO U.S. GAAP
                      (in millions, except as indicated).

                                                                  THREE MONTHS ENDED
                                                             -------------- ---------------
                                                                  03/31/06        03/31/05
                                                             -------------- ---------------
DILUTED EARNINGS PER COMMON SHARE:
Operating Earnings                                                     0.85            0.69
Net realized/unrealized capital gains (losses)                         0.09           (0.01)
Other after-tax adjustments                                            0.07               -
                                                             -------------- ---------------
Net income available to common stockholders                            1.01            0.68
                                                             ============== ===============

BOOK VALUE PER COMMON SHARE EXCLUDING
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Book value per common share excluding accumulated other
  comprehensive income                                                23.12           21.22
Net unrealized capital gains                                           2.43            3.85
Foreign currency translation                                          (0.09)          (0.31)
Minimum pension liability                                             (0.04)          (0.02)
                                                             -------------- ---------------
Book value per common share including accumulated
  other comprehensive income                                          25.42           24.74
                                                             ============== ===============
OPERATING REVENUES:
USAMA                                                              1,049.8           957.3
IAMA                                                                 143.4           132.8
Life and Health                                                    1,159.6         1,068.6
Corporate and Other                                                   (9.7)          (10.1)
                                                             -------------- ---------------
Total operating revenues                                           2,343.1         2,148.6
Add:  Net realized/unrealized capital gains (losses)
  and related fee adjustments                                         48.6            (4.0)
Less:  Operating revenues from discontinued real estate                 -              0.9
                                                             -------------- ---------------
Total GAAP revenues                                                2,391.7         2,143.7
                                                             ============== ===============

OPERATING EARNINGS:
USAMA                                                                157.8           138.6
IAMA                                                                  17.6             9.5
Life and Health                                                       70.4            69.5
Corporate and Other                                                   (5.6)           (8.4)
                                                             -------------- ---------------
Total operating earnings                                             240.2           209.2
Net realized/unrealized capital gain (losses)                         24.9            (3.7)
Other after-tax adjustments                                           20.6              -
                                                             -------------- ---------------
Net income available to common stockholders                           285.7          205.5
                                                             ============== ===============

NET REALIZED/UNREALIZED CAPITAL GAINS (LOSSES):
Net realized/unrealized capital gains (losses), as adjusted            24.9           (3.7)
Add:
Amortization of DPAC and sale inducement costs                          0.6           (0.5)
Capital gains distributed                                               3.6            1.4
Tax impacts                                                            15.9           (1.2)
Minority interest capital gains                                         3.6             -
Less related fee adjustments:
Unearned front-end fee income                                           0.6            0.4
Certain market value adjustments to fee revenues                       (0.9)          (2.9)
                                                             -------------- ---------------
GAAP net realized/unrealized capital gains (losses)                    48.9           (1.5)
                                                             ============== ===============

OTHER AFTER TAX ADJUSTMENTS:
IRS audit issues                                                       20.6             -
                                                             -------------- ---------------
Total other after-tax adjustments                                      20.6             -
                                                             ============== ===============
USE OF NON-GAAP FINANCIAL MEASURES
The  company  uses a number  of  non-GAAP  financial  measures  that  management
believes are useful to investors  because they illustrate the performance of our
normal,  ongoing operations,  which is important in understanding and evaluating
the  company's  financial  condition  and results of  operations.  They are not,
however, a substitute for U.S. GAAP financial measures.  Therefore,  the company
has provided above reconciliations of the non-GAAP measures to the most directly
comparable  U.S. GAAP measure.  The company adjusts U.S. GAAP measures for items
not directly related to ongoing  operations.  However, it is possible that these
adjusting  items  have  occurred  in the past  and  could  recur in the  future.
Management also uses non-GAAP  measures for goal setting,  determining  employee
and senior management awards and compensation,  and evaluating  performance on a
basis comparable to that used by investors and securities analysts.

--------
(1)  The increase in net income  available to common  stockholders,  detailed at
     the end of the release,  reflects  higher  operating  earnings,  higher net
     realized/unrealized   capital   gains,   and   positive   other   after-tax
     adjustments.

(2)  Use of non-GAAP financial measures is discussed at the end of this release.

(3)  In third quarter 2005, Principal  International  increased ownership in its
     Malaysian joint venture. As a result of increased ownership,  joint venture
     assets  under  management  of  $1.8  billion  were  included  in  AUM as of
     September 30, 2005.

(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 March 31, 2006.