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 2, 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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 2, 2005,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2005.  The text of the  announcement  is  included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL SATEMENTS AND EXHIBITS

99    First Quarter 2005 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 3, 2005


                                       2
<PAGE>




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 2005 RESULTS

Des Moines, IA (May 2, 2005) - Principal Financial Group, Inc. (NYSE: PFG) today
announced  net income  for the three  months  ended  March 31,  2005,  of $205.5
million, or $0.68 per diluted share compared to net income of $193.6 million, or
$0.60 per diluted  share for the three months ended March 31, 2004.  The company
reported  record  operating  earnings of $209.2  million for first quarter 2005,
compared to $186.5  million  for first  quarter  2004.  Operating  earnings  per
diluted share for first  quarter 2005 were a record $0.69  compared to $0.58 for
the same period in 2004. Operating revenues for first quarter 2005 were $2,148.6
million compared to $2,043.2 million for the same period last year.(1)

"The  first  quarter  was marked by  outstanding  results,  driven by  continued
expansion of our asset management and asset  accumulation  businesses,"  said J.
Barry Griswell, chairman and chief executive officer. "After a sixth consecutive
year of  record  earnings,  we are  very  pleased  to  start  2005  with  record
performance,  including 12 percent growth in earnings and a 19 percent  increase
in earnings per share."

"U.S. Asset Management and Accumulation was again the leading contributor,  with
strong growth in assets under  management  (AUM) driving  segment  earnings to a
record  $139  million,  a 16 percent  increase  from first  quarter  2004," said
Griswell.  "More  than 70  percent  of  company  earnings  now come  from  asset
management and  accumulation - so growing account values and AUM is increasingly
critical to achieving our growth goals."

"In spite of first quarter equity market declines, and a difficult equity market
and interest rate environment  over the trailing twelve months,  we've increased
assets  under  management  by $25  billion,  or 17 percent from a year ago, to a
record $175 billion," said Griswell.  "Our growth reflects continued  leadership
and advancement in our U.S. and  international  retirement  businesses.  It also
reflects our tremendous progress in building a successful global asset manager -
from a year ago,  Principal  Global  Investors  has grown third party AUM by $10
billion, a 36 percent increase,  reflecting continued  improvement in investment
performance, enhancements to distribution, and a significantly expanded array of
value-added products."

Additional highlights for first quarter 2005:

o    An eighth  consecutive  quarter of record operating earnings for U.S. Asset
     Management and Accumulation,  driven by a record $101.0 million in earnings
     from Pension and a record $21.3 million in earnings from  Principal  Global
     Investors.

                                       3
<PAGE>

o    Record total company assets under  management of $174.7 billion  include 19
     percent growth for U.S. Asset  Management and  Accumulation  and 30 percent
     growth for International Asset Management and Accumulation.

o    Continued  strong sales of the  company's  key  retirement  and  investment
     products,  including  $805  million  for mutual  funds,  $455  million  for
     individual  annuities,  and $1.4  billion for organic  pension full service
     accumulation.

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2005 were a record $138.6 million,
compared  to $119.5  million for the same period in 2004.  The  improvement  was
primarily  due to record  earnings for  Principal  Global  Investors and for the
Pension  operations.  Principal Global Investors'  operating earnings were $21.3
million in first  quarter 2005  compared to $10.0 million in first quarter 2004,
reflecting  significant  growth in assets under  management,  and  extraordinary
commercial mortgage loan securitization  results.  Operating earnings in Pension
were  $101.0  million,  driven  by  an  18  percent  increase  in  full  service
accumulation  earnings,  which were $60.7 million in first quarter 2005 compared
to $51.3 million in the same period a year ago.

Operating  revenues for the first quarter  increased 7 percent to $957.3 million
compared to $893.3  million for the same period in 2004.  Increased  fees within
the full service accumulation operations,  due to growth in account values, more
than offset lower sales of single  premium group  annuities.  The single premium
product, typically used to fund defined benefit terminations, can generate large
premiums  from very few  customers  and  therefore  tends to vary from period to
period. Excluding this product, revenues for the segment increased 11 percent.

Segment assets under management continued to increase,  reaching a record $149.6
billion as of March 31, 2005,  up 4 percent  from $143.8  billion as of December
31, 2004, and up 19 percent from $125.9 billion as of March 31, 2004.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2005 were $9.5 million, compared to
$8.6  million for first  quarter  2004,  primarily  due to improved  earnings in
Mexico.

Operating  revenues  were $132.8  million for first  quarter  2005,  compared to
$113.0  million for the same period last year. The increase  primarily  reflects
record sales of payout annuities in Chile.

Assets under management for the segment were $10.6 billion as of March 31, 2005,
compared to $10.2 billion as of December 31, 2004,  and compared to $8.2 billion
as of March 31, 2004.


                                       4
<PAGE>


LIFE AND HEALTH INSURANCE

Segment operating  earnings for first quarter 2005 were $69.5 million,  compared
to $74.8 million for the same period in 2004.  The decrease was primarily due to
unusually  high earnings in first quarter 2004,  which  benefited from favorable
mortality  and income from  prepayments  in the  Individual  Life  division  and
reserve adjustments in the Specialty Benefits division.  Both first quarter 2005
and first quarter 2004 operating  earnings benefited by approximately $4 million
due to favorable  deferred policy acquisition cost adjustments in the individual
life division.

Operating  revenues  increased  to a record  $1,068.6  million for the  quarter,
compared to $1,035.3  million for the same period in 2004,  with  improvement in
all three divisions: increases in Individual Life revenues were primarily driven
by higher fee income from Universal  Life and Variable  Universal Life products;
increases in Health revenues  primarily  reflect higher premium per member;  and
increases  in Specialty  Benefits  revenues  were driven by increased  sales and
stable 2004 persistency.

MORTGAGE BANKING

The  operating  earnings of the  segment,  prior to the July 1, 2004 sale of the
mortgage  banking  operations,  reflect  only the  corporate  overhead  expenses
allocated to the segment.  This is pursuant to Statement of Financial Accounting
Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
("SFAS 144"),  whereby all revenues and expenses  (excluding  corporate overhead
allocated to the discontinued segment) are reported as discontinued  operations.
Based on this  treatment,  there was an  operating  loss of $4.9  million in the
prior year quarter,  compared to no operating  earnings for the segment in first
quarter 2005.

CORPORATE AND OTHER

Operating losses for first quarter 2005 were $8.4 million, compared to operating
losses of $11.5  million for the same  period in 2005.  The first  quarter  2005
improvement primarily reflects lower borrowing costs.

FORWARD LOOKNIG 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,  2004,  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.


                                       5
<PAGE>

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  reconciliations  of the  non-GAAP  measures to the most  directly
comparable U.S. GAAP measure at the end of the release. 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.

SHARE REPURCHASES

During first quarter 2005, the company repurchased 4.2 million shares for $163.6
million,  acquiring  the  remaining  $75.0  million from the $700 million  share
repurchase  program  authorized by the Board in May 2004,  and  acquiring  $88.6
million from the $250 million program authorized by the Board in March 2005.

STOCK OPTIONS

The Principal  expenses  employee  stock options and the employee stock purchase
plan,  resulting in an after-tax  expense of $4.8 million and $5.3 million,  for
the three months ended March 31, 2005 and March 31, 2004, respectively.

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 Principal  Financial  Group  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 4869279.  Replays will be available  through May 10, 2005. The
financial  supplement is currently available on our website and will be referred
to during the conference call.

                                       6
<PAGE>

ABOUT THE PRINCIPAL FINANCIAL GROUP

The Principal  Financial Group(R) (The Principal (R))(2) 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 $174.7
billion in assets under  management(3)  and serves some 14.9  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.

                                      ###


                                       7
<PAGE>

<TABLE>
<CAPTION>

SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS
--------------------------------------------------- ----------------------------
                                                                OPERATING EARNINGS* (LOSS) IN MILLIONS
                                                     -------------------------------------------------------------
                                                                       THREE MONTHS ENDED
<S>                                                             <C>                            <C>
                                            SEGMENT             3/31/05                        3/31/04
---------------------------------------------------- ----------------------------- -------------------------------
             U.S. ASSET MANAGEMENT AND ACCUMULATION             $138.6                         $119.5
---------------------------------------------------- ----------------------------- -------------------------------
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION                9.5                            8.6
---------------------------------------------------- ----------------------------- -------------------------------
                          LIFE AND HEALTH INSURANCE               69.5                           74.8
---------------------------------------------------- ----------------------------- -------------------------------
                                   MORTGAGE BANKING                -                             (4.9)
---------------------------------------------------- ----------------------------- -------------------------------
                                CORPORATE AND OTHER               (8.4)                         (11.5)
---------------------------------------------------- ----------------------------- -------------------------------
                                 OPERATING EARNINGS              209.2                          186.5
---------------------------------------------------- ----------------------------- -------------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                                LOSSES, AS ADJUSTED               (3.7)                         (23.1)
---------------------------------------------------- ----------------------------- -------------------------------
                        OTHER AFTER-TAX ADJUSTMENTS                -                             30.2
---------------------------------------------------- ----------------------------- -------------------------------
                                         NET INCOME             $205.5                         $193.6
---------------------------------------------------- ----------------------------- -------------------------------

                                                                           PER DILUTED SHARE
                                                     -------------------------------------------------------------
                                                                         THREE MONTHS ENDED,
                                                     -------------------------------------------------------------

                                                                3/31/05                        3/31/04
                                                     ----------------------------- -------------------------------
                                 OPERATING EARNINGS             $ 0.69                          $0.58
---------------------------------------------------- ----------------------------- -------------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                                LOSSES, AS ADJUSTED              (0.01)                         (0.07)
---------------------------------------------------- ----------------------------- -------------------------------
                        OTHER AFTER-TAX ADJUSTMENTS               -                              0.09
---------------------------------------------------- ----------------------------- -------------------------------
                                         NET INCOME             $ 0.68                          $0.60
---------------------------------------------------- ----------------------------- -------------------------------
        WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING
                                                                301.2                          322.0

</TABLE>

*Operating earnings versus U.S. GAAP (GAAP) net income
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 for net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments we believe are not  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,  we believe
the presentation of segment operating earnings enhances the understanding of our
results of  operations  by  highlighting  earnings  attributable  to the normal,
ongoing operations of our businesses.

                                       8
<PAGE>
<TABLE>
<CAPTION>

                         PRINCIPAL FINANCIAL GROUP, INC.
                              RESULTS OF OPERATIONS
                                  (IN MILLIONS)
---------------------------------------------------------------------------------------------------------
                                                                      THREE MONTHS ENDED,
                                                        -------------------------------------------------
                                                                 3/31/05                 3/31/04
                                                        -------------------------------------------------
<S>                                                             <C>                     <C>
Premiums and other considerations                               $  934.1                $        920.4
Fees and other revenues                                            417.2                         332.6
Net investment income                                              794.8                         786.2
Net realized/unrealized capital losses                              (1.5)                        (42.5)
                                                        -------------------------------------------------
  TOTAL REVENUES                                                 2,144.6                       1,996.7
                                                        -------------------------------------------------
Benefits, claims and settlement expenses                         1,234.3                       1,186.1
Dividends to policyholders                                          72.9                          73.3
Operating expenses                                                 556.9                         529.5
                                                        -------------------------------------------------
  TOTAL EXPENSES                                                 1,864.1                       1,788.9
                                                        -------------------------------------------------

Income from continuing operations before income taxes              280.5                         207.8
Income taxes                                                        75.0                          44.4
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                     205.5                         163.4

Income from discontinued operations, net of taxes                    -                            35.9
                                                        -------------------------------------------------
Income before cumulative effect of accounting change               205.5                         199.3
Cumulative effect of accounting change, net of related
  income taxes                                                       -                            (5.7)
                                                        -------------------------------------------------
  NET INCOME                                                    $  205.5                $        193.6

Less:
Net realized/unrealized capital losses, as adjusted                 (3.7)                        (23.1)
Other after-tax adjustments                                          -                            30.2
                                                        -------------------------------------------------
  OPERATING EARNINGS                                            $  209.2                $        186.5
                                                        =================================================
</TABLE>

<TABLE>
<CAPTION>
                        SELECTED BALANCE SHEET STATISTICS

                                                                                    Period Ended,
                                                        ----------------------------------------------------------------------
                                                                 3/31/05                12/31/04                3/31/04
                                                        ----------------------------------------------------------------------
<S>                                                             <C>                     <C>                     <C>
Total assets (in billions)                                         113.5                    113.8                     110.8
Total equity (in millions)                                       7,343.1                  7,544.3                   7,987.0

Total equity excluding accumulated other comprehensive
  income (in millions)                                           6,296.7                  6,231.0                   6,447.4
End of period shares outstanding (in millions)                     296.8                    300.6                     320.8
Book value per share                                            $   24.74               $    25.10              $      24.90
Book value per share excluding accumulated other
  comprehensive income                                          $   21.22               $    20.73              $      20.10
</TABLE>


                                       9
<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
                                                             -------------- --------------
                                                                  3/31/05        3/31/04
                                                             -------------- --------------
<S>                                                               <C>            <C>
DILUTED EARNINGS PER SHARE:UL
Operating Earnings                                                    0.69           0.58
Net realized/unrealized capital losses                               (0.01)         (0.07)
Other after-tax adjustments                                           -              0.09
                                                             -------------- --------------
Net income                                                            0.68           0.60
                                                             ============== ==============

BOOK VALUE PER SHARE EXCLUDING
OTHER COMPREHENSIVE INCOME:
Book value excluding other comprehensive income                      21.22          20.10
Net unrealized capital gains                                          3.85           5.16
Minimum pension liability                                            (0.02)         (0.01)
Foreign currency translation                                         (0.31)         (0.35)
                                                             -------------- --------------
Book value including other comprehensive income                      24.74          24.90
                                                             ============== ==============
OPERATING REVENUES:
USAMA                                                               957.3          893.3
IAMA                                                                132.8          113.0
Life and Health                                                   1,068.6        1,035.3
Mortgage Banking                                                      -              -
Corporate and Other                                                 (10.1)           1.6
                                                             -------------- --------------
Total operating revenues                                          2,148.6        2,043.2
Net realized/unrealized capital losses and related fee
     adjustments                                                     (4.0)         (46.5)
                                                             -------------- --------------
Total GAAP revenues                                               2,144.6        1,996.7
                                                             ============== ==============
OPERATING EARNINGS:
USAMA                                                               138.6          119.5
IAMA                                                                  9.5            8.6
Life and Health                                                      69.5           74.8
Mortgage Banking                                                      -             (4.9)
Corporate and Other                                                  (8.4)         (11.5)
                                                             -------------- --------------
Total operating earnings                                            209.2          186.5
Net realized/unrealized capital losses                               (3.7)         (23.1)
Other after-tax adjustments                                           -             30.2
                                                             -------------- --------------
Net income                                                          205.5          193.6
                                                             ============== ==============
NET REALIZED/UNREALIZED CAPITAL GAINES (LOSSES):
Net realized/unrealized capital losses, as adjusted                  (3.7)         (23.1)
Add:
Amortization of DPAC and sale inducement costs                       (0.5)          (2.1)
Capital gains distributed                                             1.4            2.0
Tax impacts                                                          (1.2)         (23.4)
Minority interest capital gains                                       -              0.1
Less related fee adjustments:
Unearned front-end fee income                                         0.4           (1.1)
Certain market value adjustments to fee revenues                     (2.9)          (2.9)
                                                             -------------- --------------
GAAP net realized/unrealized capital losses                          (1.5)         (42.5)
                                                             ============== ==============

OTHER AFTER TAXS ADJUSTMENTS
SOP 03-1 implementation                                               -             (5.7)
Discontinued operations                                               -             35.9
                                                             -------------- --------------
Total other after-tax adjustments                                     -             30.2
                                                             ============== ==============
</TABLE>


--------

(1)  Use of non-GAAP financial measures is discussed on page 3 of this release.

(2)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.

(3)  As of March 31, 2005
[{"type": "8-K", "sequence": "1", "filename": "firstqtrrelease05.txt", "description": "FORM 8-K", "secsgml_size_bytes": 32346}]
{"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": "05793030"}, "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 2, 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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 2, 2005,  Principal Financial Group, Inc. publicly announced  information
regarding  its results of  operations  and  financial  condition for the quarter
ended March 31,  2005.  The text of the  announcement  is  included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL SATEMENTS AND EXHIBITS

99    First Quarter 2005 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 3, 2005

                                       2
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 2005 RESULTS

Des Moines, IA (May 2, 2005) - Principal Financial Group, Inc. (NYSE: PFG) today
announced  net income  for the three  months  ended  March 31,  2005,  of $205.5
million, or $0.68 per diluted share compared to net income of $193.6 million, or
$0.60 per diluted  share for the three months ended March 31, 2004.  The company
reported  record  operating  earnings of $209.2  million for first quarter 2005,
compared to $186.5  million  for first  quarter  2004.  Operating  earnings  per
diluted share for first  quarter 2005 were a record $0.69  compared to $0.58 for
the same period in 2004. Operating revenues for first quarter 2005 were $2,148.6
million compared to $2,043.2 million for the same period last year.(1)

"The  first  quarter  was marked by  outstanding  results,  driven by  continued
expansion of our asset management and asset  accumulation  businesses,"  said J.
Barry Griswell, chairman and chief executive officer. "After a sixth consecutive
year of  record  earnings,  we are  very  pleased  to  start  2005  with  record
performance,  including 12 percent growth in earnings and a 19 percent  increase
in earnings per share."

"U.S. Asset Management and Accumulation was again the leading contributor,  with
strong growth in assets under  management  (AUM) driving  segment  earnings to a
record  $139  million,  a 16 percent  increase  from first  quarter  2004," said
Griswell.  "More  than 70  percent  of  company  earnings  now come  from  asset
management and  accumulation - so growing account values and AUM is increasingly
critical to achieving our growth goals."

"In spite of first quarter equity market declines, and a difficult equity market
and interest rate environment  over the trailing twelve months,  we've increased
assets  under  management  by $25  billion,  or 17 percent from a year ago, to a
record $175 billion," said Griswell.  "Our growth reflects continued  leadership
and advancement in our U.S. and  international  retirement  businesses.  It also
reflects our tremendous progress in building a successful global asset manager -
from a year ago,  Principal  Global  Investors  has grown third party AUM by $10
billion, a 36 percent increase,  reflecting continued  improvement in investment
performance, enhancements to distribution, and a significantly expanded array of
value-added products."

Additional highlights for first quarter 2005:

o    An eighth  consecutive  quarter of record operating earnings for U.S. Asset
     Management and Accumulation,  driven by a record $101.0 million in earnings
     from Pension and a record $21.3 million in earnings from  Principal  Global
     Investors.

                                       3
o    Record total company assets under  management of $174.7 billion  include 19
     percent growth for U.S. Asset  Management and  Accumulation  and 30 percent
     growth for International Asset Management and Accumulation.

o    Continued  strong sales of the  company's  key  retirement  and  investment
     products,  including  $805  million  for mutual  funds,  $455  million  for
     individual  annuities,  and $1.4  billion for organic  pension full service
     accumulation.

                               SEGMENT HIGHLIGHTS

U.S. ASSET MANAGEMENT AND ACCUMULATION

Segment operating  earnings for first quarter 2005 were a record $138.6 million,
compared  to $119.5  million for the same period in 2004.  The  improvement  was
primarily  due to record  earnings for  Principal  Global  Investors and for the
Pension  operations.  Principal Global Investors'  operating earnings were $21.3
million in first  quarter 2005  compared to $10.0 million in first quarter 2004,
reflecting  significant  growth in assets under  management,  and  extraordinary
commercial mortgage loan securitization  results.  Operating earnings in Pension
were  $101.0  million,  driven  by  an  18  percent  increase  in  full  service
accumulation  earnings,  which were $60.7 million in first quarter 2005 compared
to $51.3 million in the same period a year ago.

Operating  revenues for the first quarter  increased 7 percent to $957.3 million
compared to $893.3  million for the same period in 2004.  Increased  fees within
the full service accumulation operations,  due to growth in account values, more
than offset lower sales of single  premium group  annuities.  The single premium
product, typically used to fund defined benefit terminations, can generate large
premiums  from very few  customers  and  therefore  tends to vary from period to
period. Excluding this product, revenues for the segment increased 11 percent.

Segment assets under management continued to increase,  reaching a record $149.6
billion as of March 31, 2005,  up 4 percent  from $143.8  billion as of December
31, 2004, and up 19 percent from $125.9 billion as of March 31, 2004.

INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION

Segment operating earnings for first quarter 2005 were $9.5 million, compared to
$8.6  million for first  quarter  2004,  primarily  due to improved  earnings in
Mexico.

Operating  revenues  were $132.8  million for first  quarter  2005,  compared to
$113.0  million for the same period last year. The increase  primarily  reflects
record sales of payout annuities in Chile.

Assets under management for the segment were $10.6 billion as of March 31, 2005,
compared to $10.2 billion as of December 31, 2004,  and compared to $8.2 billion
as of March 31, 2004.

                                       4
LIFE AND HEALTH INSURANCE

Segment operating  earnings for first quarter 2005 were $69.5 million,  compared
to $74.8 million for the same period in 2004.  The decrease was primarily due to
unusually  high earnings in first quarter 2004,  which  benefited from favorable
mortality  and income from  prepayments  in the  Individual  Life  division  and
reserve adjustments in the Specialty Benefits division.  Both first quarter 2005
and first quarter 2004 operating  earnings benefited by approximately $4 million
due to favorable  deferred policy acquisition cost adjustments in the individual
life division.

Operating  revenues  increased  to a record  $1,068.6  million for the  quarter,
compared to $1,035.3  million for the same period in 2004,  with  improvement in
all three divisions: increases in Individual Life revenues were primarily driven
by higher fee income from Universal  Life and Variable  Universal Life products;
increases in Health revenues  primarily  reflect higher premium per member;  and
increases  in Specialty  Benefits  revenues  were driven by increased  sales and
stable 2004 persistency.

MORTGAGE BANKING

The  operating  earnings of the  segment,  prior to the July 1, 2004 sale of the
mortgage  banking  operations,  reflect  only the  corporate  overhead  expenses
allocated to the segment.  This is pursuant to Statement of Financial Accounting
Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
("SFAS 144"),  whereby all revenues and expenses  (excluding  corporate overhead
allocated to the discontinued segment) are reported as discontinued  operations.
Based on this  treatment,  there was an  operating  loss of $4.9  million in the
prior year quarter,  compared to no operating  earnings for the segment in first
quarter 2005.

CORPORATE AND OTHER

Operating losses for first quarter 2005 were $8.4 million, compared to operating
losses of $11.5  million for the same  period in 2005.  The first  quarter  2005
improvement primarily reflects lower borrowing costs.

FORWARD LOOKNIG 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,  2004,  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.

                                       5
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  reconciliations  of the  non-GAAP  measures to the most  directly
comparable U.S. GAAP measure at the end of the release. 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.

SHARE REPURCHASES

During first quarter 2005, the company repurchased 4.2 million shares for $163.6
million,  acquiring  the  remaining  $75.0  million from the $700 million  share
repurchase  program  authorized by the Board in May 2004,  and  acquiring  $88.6
million from the $250 million program authorized by the Board in March 2005.

STOCK OPTIONS

The Principal  expenses  employee  stock options and the employee stock purchase
plan,  resulting in an after-tax  expense of $4.8 million and $5.3 million,  for
the three months ended March 31, 2005 and March 31, 2004, respectively.

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 Principal  Financial  Group  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 4869279.  Replays will be available  through May 10, 2005. The
financial  supplement is currently available on our website and will be referred
to during the conference call.

                                       6
ABOUT THE PRINCIPAL FINANCIAL GROUP

The Principal  Financial Group(R) (The Principal (R))(2) 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 $174.7
billion in assets under  management(3)  and serves some 14.9  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.

                                      ###

                                       7
SUMMARY OF SEGMENT AND PRINCIPAL FINANCIAL GROUP, INC. RESULTS
--------------------------------------------------- ----------------------------
                                                                OPERATING EARNINGS* (LOSS) IN MILLIONS
                                                     -------------------------------------------------------------
                                                                       THREE MONTHS ENDED
SEGMENT             3/31/05                        3/31/04
---------------------------------------------------- ----------------------------- -------------------------------
             U.S. ASSET MANAGEMENT AND ACCUMULATION             $138.6                         $119.5
---------------------------------------------------- ----------------------------- -------------------------------
    INTERNATIONAL ASSET MANAGEMENT AND ACCUMULATION                9.5                            8.6
---------------------------------------------------- ----------------------------- -------------------------------
                          LIFE AND HEALTH INSURANCE               69.5                           74.8
---------------------------------------------------- ----------------------------- -------------------------------
                                   MORTGAGE BANKING                -                             (4.9)
---------------------------------------------------- ----------------------------- -------------------------------
                                CORPORATE AND OTHER               (8.4)                         (11.5)
---------------------------------------------------- ----------------------------- -------------------------------
                                 OPERATING EARNINGS              209.2                          186.5
---------------------------------------------------- ----------------------------- -------------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                                LOSSES, AS ADJUSTED               (3.7)                         (23.1)
---------------------------------------------------- ----------------------------- -------------------------------
                        OTHER AFTER-TAX ADJUSTMENTS                -                             30.2
---------------------------------------------------- ----------------------------- -------------------------------
                                         NET INCOME             $205.5                         $193.6
---------------------------------------------------- ----------------------------- -------------------------------

                                                                           PER DILUTED SHARE
                                                     -------------------------------------------------------------
                                                                         THREE MONTHS ENDED,
                                                     -------------------------------------------------------------

                                                                3/31/05                        3/31/04
                                                     ----------------------------- -------------------------------
                                 OPERATING EARNINGS             $ 0.69                          $0.58
---------------------------------------------------- ----------------------------- -------------------------------
                    NET REALIZED/UNREALIZED CAPITAL
                                LOSSES, AS ADJUSTED              (0.01)                         (0.07)
---------------------------------------------------- ----------------------------- -------------------------------
                        OTHER AFTER-TAX ADJUSTMENTS               -                              0.09
---------------------------------------------------- ----------------------------- -------------------------------
                                         NET INCOME             $ 0.68                          $0.60
---------------------------------------------------- ----------------------------- -------------------------------
        WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING
                                                                301.2                          322.0
*Operating earnings versus U.S. GAAP (GAAP) net income
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 for net
realized/unrealized  capital gains and losses, as adjusted,  and other after-tax
adjustments we believe are not  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,  we believe
the presentation of segment operating earnings enhances the understanding of our
results of  operations  by  highlighting  earnings  attributable  to the normal,
ongoing operations of our businesses.

                                       8
PRINCIPAL FINANCIAL GROUP, INC.
                              RESULTS OF OPERATIONS
                                  (IN MILLIONS)
---------------------------------------------------------------------------------------------------------
                                                                      THREE MONTHS ENDED,
                                                        -------------------------------------------------
                                                                 3/31/05                 3/31/04
                                                        -------------------------------------------------
Premiums and other considerations                               $  934.1                $        920.4
Fees and other revenues                                            417.2                         332.6
Net investment income                                              794.8                         786.2
Net realized/unrealized capital losses                              (1.5)                        (42.5)
                                                        -------------------------------------------------
  TOTAL REVENUES                                                 2,144.6                       1,996.7
                                                        -------------------------------------------------
Benefits, claims and settlement expenses                         1,234.3                       1,186.1
Dividends to policyholders                                          72.9                          73.3
Operating expenses                                                 556.9                         529.5
                                                        -------------------------------------------------
  TOTAL EXPENSES                                                 1,864.1                       1,788.9
                                                        -------------------------------------------------

Income from continuing operations before income taxes              280.5                         207.8
Income taxes                                                        75.0                          44.4
                                                        -------------------------------------------------
Income from continuing operations, net of related
  income taxes                                                     205.5                         163.4

Income from discontinued operations, net of taxes                    -                            35.9
                                                        -------------------------------------------------
Income before cumulative effect of accounting change               205.5                         199.3
Cumulative effect of accounting change, net of related
  income taxes                                                       -                            (5.7)
                                                        -------------------------------------------------
  NET INCOME                                                    $  205.5                $        193.6

Less:
Net realized/unrealized capital losses, as adjusted                 (3.7)                        (23.1)
Other after-tax adjustments                                          -                            30.2
                                                        -------------------------------------------------
  OPERATING EARNINGS                                            $  209.2                $        186.5
                                                        =================================================
SELECTED BALANCE SHEET STATISTICS

                                                                                    Period Ended,
                                                        ----------------------------------------------------------------------
                                                                 3/31/05                12/31/04                3/31/04
                                                        ----------------------------------------------------------------------
Total assets (in billions)                                         113.5                    113.8                     110.8
Total equity (in millions)                                       7,343.1                  7,544.3                   7,987.0

Total equity excluding accumulated other comprehensive
  income (in millions)                                           6,296.7                  6,231.0                   6,447.4
End of period shares outstanding (in millions)                     296.8                    300.6                     320.8
Book value per share                                            $   24.74               $    25.10              $      24.90
Book value per share excluding accumulated other
  comprehensive income                                          $   21.22               $    20.73              $      20.10
9
PRINCIPAL FINANCIAL GROUP, INC.
           RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO U.S. GAAP
                       (IN MILLIONS, EXCEPT AS INDICATED)

                                                                  THREE MONTHS ENDED
                                                             -------------- --------------
                                                                  3/31/05        3/31/04
                                                             -------------- --------------
DILUTED EARNINGS PER SHARE:UL
Operating Earnings                                                    0.69           0.58
Net realized/unrealized capital losses                               (0.01)         (0.07)
Other after-tax adjustments                                           -              0.09
                                                             -------------- --------------
Net income                                                            0.68           0.60
                                                             ============== ==============

BOOK VALUE PER SHARE EXCLUDING
OTHER COMPREHENSIVE INCOME:
Book value excluding other comprehensive income                      21.22          20.10
Net unrealized capital gains                                          3.85           5.16
Minimum pension liability                                            (0.02)         (0.01)
Foreign currency translation                                         (0.31)         (0.35)
                                                             -------------- --------------
Book value including other comprehensive income                      24.74          24.90
                                                             ============== ==============
OPERATING REVENUES:
USAMA                                                               957.3          893.3
IAMA                                                                132.8          113.0
Life and Health                                                   1,068.6        1,035.3
Mortgage Banking                                                      -              -
Corporate and Other                                                 (10.1)           1.6
                                                             -------------- --------------
Total operating revenues                                          2,148.6        2,043.2
Net realized/unrealized capital losses and related fee
     adjustments                                                     (4.0)         (46.5)
                                                             -------------- --------------
Total GAAP revenues                                               2,144.6        1,996.7
                                                             ============== ==============
OPERATING EARNINGS:
USAMA                                                               138.6          119.5
IAMA                                                                  9.5            8.6
Life and Health                                                      69.5           74.8
Mortgage Banking                                                      -             (4.9)
Corporate and Other                                                  (8.4)         (11.5)
                                                             -------------- --------------
Total operating earnings                                            209.2          186.5
Net realized/unrealized capital losses                               (3.7)         (23.1)
Other after-tax adjustments                                           -             30.2
                                                             -------------- --------------
Net income                                                          205.5          193.6
                                                             ============== ==============
NET REALIZED/UNREALIZED CAPITAL GAINES (LOSSES):
Net realized/unrealized capital losses, as adjusted                  (3.7)         (23.1)
Add:
Amortization of DPAC and sale inducement costs                       (0.5)          (2.1)
Capital gains distributed                                             1.4            2.0
Tax impacts                                                          (1.2)         (23.4)
Minority interest capital gains                                       -              0.1
Less related fee adjustments:
Unearned front-end fee income                                         0.4           (1.1)
Certain market value adjustments to fee revenues                     (2.9)          (2.9)
                                                             -------------- --------------
GAAP net realized/unrealized capital losses                          (1.5)         (42.5)
                                                             ============== ==============

OTHER AFTER TAXS ADJUSTMENTS
SOP 03-1 implementation                                               -             (5.7)
Discontinued operations                                               -             35.9
                                                             -------------- --------------
Total other after-tax adjustments                                     -             30.2
                                                             ============== ==============
--------

(1)  Use of non-GAAP financial measures is discussed on page 3 of this release.

(2)  "The Principal  Financial Group" and "The Principal" are registered service
     marks of Principal  Financial  Services,  Inc.,  a member of the  Principal
     Financial Group.

(3)  As of March 31, 2005