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 16, 2006
                        (Date of earliest event reported)



                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                   1-16725                   42-1520346
 (State or other jurisdiction  (Commission file number)      (I.R.S. Employer
      of incorporation)                                   Identification Number)


                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                                 (515) 247-5111
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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


                                       1
<PAGE>


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     In  connection  with action  taken by the Board of  Directors  of Principal
Financial  Group,  Inc. (the  "Company"),  more fully described below and in the
attached  exhibit to this report,  the Company plans to enter into an employment
agreement  dated as of June 1, 2006 with  Larry D.  Zimpleman.  Pursuant  to the
agreement,  Mr.  Zimpleman  will  serve as the  Company's  president  and  chief
operating officer.  The employment  agreement will have an initial term of three
years,  with automatic  one-year  extensions  unless either Mr. Zimpleman or the
Company notifies the other of the intention not to extend the agreement at least
90 days prior to the expiration of the current term.  Under this agreement,  Mr.
Zimpleman's  annual salary will be $600,000,  subject to periodic  adjustment in
accordance with the Company's regular salary review policy.

     In addition,  Mr.  Zimpleman  will continue to participate in the Company's
annual and long-term incentive  compensation plans,  qualified and non-qualified
savings and  retirement  plans and other  benefits as described in the Company's
current proxy  statement  filed with the Securities  and Exchange  Commission on
March 31, 2006. Mr.  Zimpleman's  annual incentive bonus  opportunities  will be
125% of salary for target performance.

     The terms and conditions of Mr.  Zimpleman's  continued  employment and the
severance  and  other  termination  benefits  payable  to him in the  event of a
termination  of  employment  following  a "change of  control,"  as that term is
defined in the Company's current proxy statement,  are governed by the change of
control  agreements  described in the  Company's  current proxy  statement.  Mr.
Zimpleman's  employment  agreement will also provide that he will be entitled to
certain   benefits  in  the  event  his  employment   terminates  under  certain
circumstances other than a change of control. Severance and termination benefits
payable under the  employment  agreement for other than a change of control will
be less than the  benefits  Mr.  Zimpleman  would be  entitled  to pursuant to a
change  of  control  with  regard  to lump sum  severance  benefit,  receipt  of
performance based equity compensation,  welfare benefits,  and excise tax offset
payments.  Mr. Zimpleman's employment agreement will be filed as an exhibit to a
future Company quarterly report on Form 10-Q.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS

On May 18, 2006,  Principal  Financial  Group,  Inc.  announced the promotion of
Larry D. Zimpleman to the position of president and chief  operating  officer of
the Company,  and his  election to the Board of  Directors  of the Company,  all
effective June 1, 2006.  The text of the  announcement  is included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99    Press Release Announcing Zimpleman Promotion



                                       2
<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                             PRINCIPAL FINANCIAL GROUP, INC.


                             By:   /S/ JOYCE N. HOFFMAN
                                   --------------------------------------------
                             Name: Joyce N. Hoffman
                             Title:   Senior Vice President and
                                      Corporate Secretary

Date:    May 19, 2006


                                       3
<PAGE>


                                                                     EXHIBIT 99
Release: On receipt, May 18, 2006
Contact: Eva S. Quinn, the Principal Financial Group, 515-247-7468,
         QUINN.EVA@PRINCIPAL.COM or Jeff Rader, 515-247-7883,
         RADER.JEFF@PRINCIPAL.COM


        THE PRINCIPAL NAMES ZIMPLEMAN PRESIDENT & CHIEF OPERATING OFFICER
                     HOUSTON NAMED EXECUTIVE VICE PRESIDENT

(Des Moines,  Iowa) - The Principal Financial Group today announced the Board of
Directors has elected Larry D. Zimpleman  president and chief operating  officer
effective June 1, 2006. Zimpleman was also elected to the Board of Directors. He
will  oversee  all global  and  domestic  operations,  including:  the U.S.  and
international asset accumulation businesses; Principal Bank; the life and health
insurance businesses; and the global asset management businesses under Principal
Global  Investors.  J.  Barry  Griswell  will  continue  as  chairman  and chief
executive  officer,  overseeing  company strategy,  mergers and acquisitions and
corporate functions.

     The company also  announced  the election of Daniel J. Houston to executive
vice president, responsible for the full service pension business and retirement
distribution.

     "The Principal has experienced  unprecedented growth in the past five years
as a result of our  unwavering  focus on the  financial  well  being of  growing
businesses  and their  employees.  Larry has played a key role in developing and
executing  that  strategy,"  said  J.  Barry  Griswell,  chairman  and CEO - the
Principal Financial Group. "He brings deep retirement expertise, a strong global
perspective,  and  impressive  industry  leadership.  Larry's  more than 30-year
career at The Principal  has given him a clear view of where we've been,  how we
got here and future opportunities."

ZIMPLEMAN BACKGROUND

     Zimpleman joined the company in 1971 as a part-time  actuarial  student and
became a  full-time  actuary  in 1973.  From 1976 to 1997 he  served in  various
management  and  leadership  positions  at the  officer  level  in  the  pension
department.  He was named vice president in 1997, senior vice president in 1999,
executive  vice  president  in 2001 and  president  of  Retirement  and Investor
Services in 2003. A native of Williamsburg,  Iowa,  Zimpleman received his BS in
business  administration  from  Drake  University  in 1973 and MBA from Drake in
1977.

     He became a Fellow  of the  Society  of  Actuaries  in 1976,  and is a past
president and member of the Board of Governors of the Society.  Zimpleman chairs
the Princor Financial Services  Corporation board of directors and is past chair
of the board of trustees for the Employee Benefit Research  Institute (EBRI). He
is a past  president and board chair of the American  Academy of Actuaries,  was
named an Actuarial Foundation Trustee in 1999, is a member of the Actuarial Club
of Des Moines and chairs the  American  Council of Life  Insurers'  Harris Trust
Committee.  He was a delegate at the 2002 and 2006 National Summit on Retirement
Savings hosted by President Bush and the Secretary of Labor.

HOUSTON BACKGROUND

     Dan  Houston  joined the company in 1984 as a group  representative  in the
Dallas group and pension office. He held various  management  positions with the
company from 1990 to present,  including  being elected an officer in 1990, vice
president in 1997 and was named senior vice president in 2000.

     Houston serves on the boards of HealthExtras, Principal Financial Advisors,
Principal  Trust Company (Asia)  Limited,  and Principal Bank. He is on the Iowa
State Business  School Dean's  Advisory  Council and is a member and Chairman of
the Board of Professional Pensions,  Inc. and Principal Trust Services. A native
of Iowa, Houston received his bachelor's degree from Iowa State University.

ABOUT THE PRINCIPAL FINANCIAL GROUP

     The  Principal  Financial  Group(R) (The  Principal  (R))(1) is a leader in
offering  businesses,  individuals  and  institutional  clients a wide  range of
financial products and services,  including  retirement and investment services,
life and health  insurance,  and banking through its diverse family of financial
services companies and national network of financial professionals.  A member of
the Fortune  500, the  Principal  Financial  Group has $205.3  billion in assets
under  management(2)  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.

                                       ###



(1) "The Principal  Financial Group" and "The Principal" are registered  service
marks of Principal Financial Services, Inc., a member of the Principal Financial
Group.
(2) As of March 31, 2006.
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: MAY 16, 2006
                        (Date of earliest event reported)

                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                   1-16725                   42-1520346
 (State or other jurisdiction  (Commission file number)      (I.R.S. Employer
      of incorporation)                                   Identification Number)

                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                                 (515) 247-5111
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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

                                       1
ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     In  connection  with action  taken by the Board of  Directors  of Principal
Financial  Group,  Inc. (the  "Company"),  more fully described below and in the
attached  exhibit to this report,  the Company plans to enter into an employment
agreement  dated as of June 1, 2006 with  Larry D.  Zimpleman.  Pursuant  to the
agreement,  Mr.  Zimpleman  will  serve as the  Company's  president  and  chief
operating officer.  The employment  agreement will have an initial term of three
years,  with automatic  one-year  extensions  unless either Mr. Zimpleman or the
Company notifies the other of the intention not to extend the agreement at least
90 days prior to the expiration of the current term.  Under this agreement,  Mr.
Zimpleman's  annual salary will be $600,000,  subject to periodic  adjustment in
accordance with the Company's regular salary review policy.

     In addition,  Mr.  Zimpleman  will continue to participate in the Company's
annual and long-term incentive  compensation plans,  qualified and non-qualified
savings and  retirement  plans and other  benefits as described in the Company's
current proxy  statement  filed with the Securities  and Exchange  Commission on
March 31, 2006. Mr.  Zimpleman's  annual incentive bonus  opportunities  will be
125% of salary for target performance.

     The terms and conditions of Mr.  Zimpleman's  continued  employment and the
severance  and  other  termination  benefits  payable  to him in the  event of a
termination  of  employment  following  a "change of  control,"  as that term is
defined in the Company's current proxy statement,  are governed by the change of
control  agreements  described in the  Company's  current proxy  statement.  Mr.
Zimpleman's  employment  agreement will also provide that he will be entitled to
certain   benefits  in  the  event  his  employment   terminates  under  certain
circumstances other than a change of control. Severance and termination benefits
payable under the  employment  agreement for other than a change of control will
be less than the  benefits  Mr.  Zimpleman  would be  entitled  to pursuant to a
change  of  control  with  regard  to lump sum  severance  benefit,  receipt  of
performance based equity compensation,  welfare benefits,  and excise tax offset
payments.  Mr. Zimpleman's employment agreement will be filed as an exhibit to a
future Company quarterly report on Form 10-Q.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS

On May 18, 2006,  Principal  Financial  Group,  Inc.  announced the promotion of
Larry D. Zimpleman to the position of president and chief  operating  officer of
the Company,  and his  election to the Board of  Directors  of the Company,  all
effective June 1, 2006.  The text of the  announcement  is included  herewith as
Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99    Press Release Announcing Zimpleman Promotion

                                       2
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                             PRINCIPAL FINANCIAL GROUP, INC.

                             By:   /S/ JOYCE N. HOFFMAN
                                   --------------------------------------------
                             Name: Joyce N. Hoffman
                             Title:   Senior Vice President and
                                      Corporate Secretary

Date:    May 19, 2006

                                       3
EXHIBIT 99
Release: On receipt, May 18, 2006
Contact: Eva S. Quinn, the Principal Financial Group, 515-247-7468,
         QUINN.EVA@PRINCIPAL.COM or Jeff Rader, 515-247-7883,
         RADER.JEFF@PRINCIPAL.COM

        THE PRINCIPAL NAMES ZIMPLEMAN PRESIDENT & CHIEF OPERATING OFFICER
                     HOUSTON NAMED EXECUTIVE VICE PRESIDENT

(Des Moines,  Iowa) - The Principal Financial Group today announced the Board of
Directors has elected Larry D. Zimpleman  president and chief operating  officer
effective June 1, 2006. Zimpleman was also elected to the Board of Directors. He
will  oversee  all global  and  domestic  operations,  including:  the U.S.  and
international asset accumulation businesses; Principal Bank; the life and health
insurance businesses; and the global asset management businesses under Principal
Global  Investors.  J.  Barry  Griswell  will  continue  as  chairman  and chief
executive  officer,  overseeing  company strategy,  mergers and acquisitions and
corporate functions.

     The company also  announced  the election of Daniel J. Houston to executive
vice president, responsible for the full service pension business and retirement
distribution.

     "The Principal has experienced  unprecedented growth in the past five years
as a result of our  unwavering  focus on the  financial  well  being of  growing
businesses  and their  employees.  Larry has played a key role in developing and
executing  that  strategy,"  said  J.  Barry  Griswell,  chairman  and CEO - the
Principal Financial Group. "He brings deep retirement expertise, a strong global
perspective,  and  impressive  industry  leadership.  Larry's  more than 30-year
career at The Principal  has given him a clear view of where we've been,  how we
got here and future opportunities."

ZIMPLEMAN BACKGROUND

     Zimpleman joined the company in 1971 as a part-time  actuarial  student and
became a  full-time  actuary  in 1973.  From 1976 to 1997 he  served in  various
management  and  leadership  positions  at the  officer  level  in  the  pension
department.  He was named vice president in 1997, senior vice president in 1999,
executive  vice  president  in 2001 and  president  of  Retirement  and Investor
Services in 2003. A native of Williamsburg,  Iowa,  Zimpleman received his BS in
business  administration  from  Drake  University  in 1973 and MBA from Drake in
1977.

     He became a Fellow  of the  Society  of  Actuaries  in 1976,  and is a past
president and member of the Board of Governors of the Society.  Zimpleman chairs
the Princor Financial Services  Corporation board of directors and is past chair
of the board of trustees for the Employee Benefit Research  Institute (EBRI). He
is a past  president and board chair of the American  Academy of Actuaries,  was
named an Actuarial Foundation Trustee in 1999, is a member of the Actuarial Club
of Des Moines and chairs the  American  Council of Life  Insurers'  Harris Trust
Committee.  He was a delegate at the 2002 and 2006 National Summit on Retirement
Savings hosted by President Bush and the Secretary of Labor.

HOUSTON BACKGROUND

     Dan  Houston  joined the company in 1984 as a group  representative  in the
Dallas group and pension office. He held various  management  positions with the
company from 1990 to present,  including  being elected an officer in 1990, vice
president in 1997 and was named senior vice president in 2000.

     Houston serves on the boards of HealthExtras, Principal Financial Advisors,
Principal  Trust Company (Asia)  Limited,  and Principal Bank. He is on the Iowa
State Business  School Dean's  Advisory  Council and is a member and Chairman of
the Board of Professional Pensions,  Inc. and Principal Trust Services. A native
of Iowa, Houston received his bachelor's degree from Iowa State University.

ABOUT THE PRINCIPAL FINANCIAL GROUP

     The  Principal  Financial  Group(R) (The  Principal  (R))(1) is a leader in
offering  businesses,  individuals  and  institutional  clients a wide  range of
financial products and services,  including  retirement and investment services,
life and health  insurance,  and banking through its diverse family of financial
services companies and national network of financial professionals.  A member of
the Fortune  500, the  Principal  Financial  Group has $205.3  billion in assets
under  management(2)  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.

                                       ###

(1) "The Principal  Financial Group" and "The Principal" are registered  service
marks of Principal Financial Services, Inc., a member of the Principal Financial
Group.
(2) As of March 31, 2006.