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: JULY 31, 2006
                        (Date of earliest event reported)



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


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


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

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

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

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

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



<PAGE>


ITEM 8.01 OTHER EVENTS


This filing clarifies that J. Barry Griswell's ownership of Company common stock
increased between the dates of the Company's 2005 and 2006 proxy statements, and
that Mr.  Griswell meets the stock ownership  guidelines  established for him by
the Company's board of directors.

On July 31, 2006, Principal Financial Group, Inc. (the "Company") was alerted to
a research report published by The Corporate Library,  an independent  corporate
governance  research  firm,  that  indicates J. Barry  Griswell,  the  Company's
chairman and chief executive officer,  had sold more than 30% of his holdings in
Company common stock during fiscal year 2005. The report reaches this conclusion
based upon a review of beneficial ownership tables included in the Company's two
most  recent  proxy  statements  dated March 31,  2005 and March 31,  2006.  The
Company  has  determined  that the  number  of shares  listed in the  beneficial
ownership  column of the table on page 15 of the  Company's  most  recent  proxy
statement,  dated March 31, 2006,  inadvertently omits common stock directors or
management may have held through a brokerage  account - in Mr.  Griswell's case,
57,015 shares.

Had all shares of Company common stock been included in the beneficial ownership
column of the table, the table would have shown Mr. Griswell holding  beneficial
ownership of 742,643 shares.  The number of shares Mr. Griswell had the right to
acquire, as explained in footnote one to the beneficial  ownership table on page
15 of the proxy statement,  was correctly reported as 682,923 and would not have
changed.

Using the  corrected  number,  Mr.  Griswell's  ownership  increased  53 percent
between the dates of the Company's 2005 and 2006 proxy statements.

Mr.  Griswell meets the stock  ownership  guidelines  established for him by the
Company's board of directors.  Common Stock,  deferred  stock-based  unit awards
under the Long-Term Performance Plan, interests in Common Stock under the 401(k)
Plan,  restricted stock units,  performance share units earned and paid in stock
or  deferred,  and  phantom-stock  units  under the  supplemental  non-qualified
defined contribution excess plan all qualify towards the ownership requirement.



                                    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:    August 1, 2006


                                       2
<PAGE>
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{"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": "06995389"}, "business-address": {"street1": "711 HIGH STREET", "city": "DES MOINES", "state": "IA", "zip": "50392", "phone": "5152475111"}, "mail-address": {"street1": "711 HIGH STREET", "city": "DES MOINES", "state": "IA", "zip": "50392"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

                          Date of Report: JULY 31, 2006
                        (Date of earliest event reported)

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

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

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

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

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

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

                               ------------------
ITEM 8.01 OTHER EVENTS

This filing clarifies that J. Barry Griswell's ownership of Company common stock
increased between the dates of the Company's 2005 and 2006 proxy statements, and
that Mr.  Griswell meets the stock ownership  guidelines  established for him by
the Company's board of directors.

On July 31, 2006, Principal Financial Group, Inc. (the "Company") was alerted to
a research report published by The Corporate Library,  an independent  corporate
governance  research  firm,  that  indicates J. Barry  Griswell,  the  Company's
chairman and chief executive officer,  had sold more than 30% of his holdings in
Company common stock during fiscal year 2005. The report reaches this conclusion
based upon a review of beneficial ownership tables included in the Company's two
most  recent  proxy  statements  dated March 31,  2005 and March 31,  2006.  The
Company  has  determined  that the  number  of shares  listed in the  beneficial
ownership  column of the table on page 15 of the  Company's  most  recent  proxy
statement,  dated March 31, 2006,  inadvertently omits common stock directors or
management may have held through a brokerage  account - in Mr.  Griswell's case,
57,015 shares.

Had all shares of Company common stock been included in the beneficial ownership
column of the table, the table would have shown Mr. Griswell holding  beneficial
ownership of 742,643 shares.  The number of shares Mr. Griswell had the right to
acquire, as explained in footnote one to the beneficial  ownership table on page
15 of the proxy statement,  was correctly reported as 682,923 and would not have
changed.

Using the  corrected  number,  Mr.  Griswell's  ownership  increased  53 percent
between the dates of the Company's 2005 and 2006 proxy statements.

Mr.  Griswell meets the stock  ownership  guidelines  established for him by the
Company's board of directors.  Common Stock,  deferred  stock-based  unit awards
under the Long-Term Performance Plan, interests in Common Stock under the 401(k)
Plan,  restricted stock units,  performance share units earned and paid in stock
or  deferred,  and  phantom-stock  units  under the  supplemental  non-qualified
defined contribution excess plan all qualify towards the ownership requirement.

                                    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:    August 1, 2006

                                       2