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: AUGUST 4, 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)


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

<PAGE>


ITEM 9.  REGULATION FD DISCLOSURE

Investors have asked for additional  information  regarding  Principal Financial
Group,  Inc.'s  operating  earnings per diluted  share growth rate for 2005,  to
supplement the  information  provided by the Company in its August 3, 2004, Item
12 Form 8-K regarding its results of operations and financial  condition for the
quarter ended June 30, 2004.

As of August 3, 2004,  the Company  expects 16 to 18 percent growth in operating
earnings per diluted share for 2005,  compared to estimates as of August 3, 2004
of  operating  earnings per diluted  share  ranging from $2.28 to $2.32 for full
year  2004.  Expectations  for 2004 and 2005 are based on  certain  assumptions,
including  domestic equity market  performance  improvement of roughly 2 percent
per quarter.

The  Company  is unable at this time to predict  items that could  significantly
impact net income in 2005, such as changes to accounting standards,  litigation,
gains  or  losses  from  discontinued  operations,  and net  realized/unrealized
capital gains or losses. Accordingly, the Company is not providing a growth rate
expectation for net income per diluted share for 2005.

This current report  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, 2003, and in the Company's quarterly report on Form 10-Q
for the quarter ended March 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.

                                    SIGNATURE

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

                                    PRINCIPAL FINANCIAL GROUP, INC.


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


Date:  August 4, 2004


                                       2
<PAGE>
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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: AUGUST 4, 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)

                               ------------------
ITEM 9.  REGULATION FD DISCLOSURE

Investors have asked for additional  information  regarding  Principal Financial
Group,  Inc.'s  operating  earnings per diluted  share growth rate for 2005,  to
supplement the  information  provided by the Company in its August 3, 2004, Item
12 Form 8-K regarding its results of operations and financial  condition for the
quarter ended June 30, 2004.

As of August 3, 2004,  the Company  expects 16 to 18 percent growth in operating
earnings per diluted share for 2005,  compared to estimates as of August 3, 2004
of  operating  earnings per diluted  share  ranging from $2.28 to $2.32 for full
year  2004.  Expectations  for 2004 and 2005 are based on  certain  assumptions,
including  domestic equity market  performance  improvement of roughly 2 percent
per quarter.

The  Company  is unable at this time to predict  items that could  significantly
impact net income in 2005, such as changes to accounting standards,  litigation,
gains  or  losses  from  discontinued  operations,  and net  realized/unrealized
capital gains or losses. Accordingly, the Company is not providing a growth rate
expectation for net income per diluted share for 2005.

This current report  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, 2003, and in the Company's quarterly report on Form 10-Q
for the quarter ended March 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.

                                    SIGNATURE

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

                                    PRINCIPAL FINANCIAL GROUP, INC.

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

Date:  August 4, 2004

                                       2