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: NOVEMBER 30, 2004
                        (Date of earliest event reported)



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


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


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

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

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

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

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



<PAGE>

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At a meeting  held on November  30,  2004,  the board of  directors of Principal
Financial Group, Inc. approved a compensation  arrangement pursuant to which the
presiding  director of the board will receive an annual retainer of $5,000 to be
paid in cash in semi-annual  installments,  effective  immediately.  The current
presiding director of the board of directors of Principal  Financial Group, Inc.
is C. Daniel Gelatt.





                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and 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:    December 3, 2004


                                       2
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "directorretainer12204.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3009}]
{"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": "041182425"}, "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: NOVEMBER 30, 2004
                        (Date of earliest event reported)

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

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

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

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

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

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

                               ------------------
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At a meeting  held on November  30,  2004,  the board of  directors of Principal
Financial Group, Inc. approved a compensation  arrangement pursuant to which the
presiding  director of the board will receive an annual retainer of $5,000 to be
paid in cash in semi-annual  installments,  effective  immediately.  The current
presiding director of the board of directors of Principal  Financial Group, Inc.
is C. Daniel Gelatt.

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and 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:    December 3, 2004

                                       2