Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
GERSIE MICHAEL H
 2. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [PFG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)

711 HIGH STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


DES MOINES, IA 50392		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 10/26/2001   J(1) 219 A $ 0 (2) 219 I By Spouse's 401(k) Plan
Common Stock 02/24/2004   A(5) 1,045 A $ 0 (9) 3,668 (10) I By Spouse
Common Stock 12/17/2004   A(5) 14 A $ 0 (9) 4,464 (12) I By Spouse
Common Stock 02/28/2005   A(5) 1,069 A $ 0 (9) 5,533 (12) I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units   10/26/2001   J(1) 1     (4)   (4) Common Stock
1
(4) 1
I
By Spouse
Employee Stock Option (Right to Buy) $ 27.48 04/29/2002   A(5) 3,675     (6) 04/29/2012 Common Stock
3,675
$ 0 3,675
I
By Spouse
Performance Units   02/25/2003   A(5) 943     (7)   (7) Common Stock
943
$ 0 943
I
By Spouse
Employee Stock Option (Right to Buy) $ 27.57 02/25/2003   A(5) 5,220     (8) 02/25/2013 Common Stock
5,220
$ 0 5,220
I
By Spouse
Employee Stock Option (Right to Buy) $ 36.3 02/24/2004   A(5) 3,145     (11) 02/24/2014 Common Stock
3,145
$ 0 3,145
I
By Spouse
Employee Stock Option (Right to Buy) $ 39.02 02/28/2005   A(5) 4,310     (13) 02/28/2015 Common Stock
4,310
$ 0 4,310
I
By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GERSIE MICHAEL H
711 HIGH STREET
DES MOINES, IA 50392		       Executive Vice President & CFO  

Signatures

Joyce N. Hoffman, by Power of Attorney 02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Delinquent report of reporting person's spouse's holdings that should have been reported on Form 5 for the period indicated.
(2) Shares were acquired in the demutualization of Principal Mutual Holding Company as compensation in exchange for the extinguishment of a membership interest in Prinicipal Mutual Holding Company. The demutualization was effective October 26, 2001. Principal Financial Group, Inc. closed in initial public offering at $18.50 per share on that date. It distributed shares to former holders of membership interests on December 10, 2001.
(3) Security converts on a one-for-one basis.
(4) The reported phantom stock units were acquired under Principal Life Insurance Company's excess benefit plan as a result of the demutualization of Principal Mutual Holding Company and will be settled upon the reporting person's retirement or other termination of service.
(5) Delinquent report of reporting person's spouse's holdings that should have been reported on Form 4 for the period indicated.
(6) The option vested in three annual installments beginning on April 29, 2003.
(7) The reported performance units were acquired pursuant to the Principal Financial Group Long-Term Performance Plan. Units under the Plan will be settled in cash or stock within a five-year period from date of vesting.
(8) The option vests in three annual installments beginning on February 25, 2004.
(9) Grant of restricted stock units.
(10) Includes 898 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.
(11) The option vests in three annual installments beginning on February 24, 2005.
(12) Includes 1,680 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.
(13) The option vests in three annual installments beginning on February 28, 2006.

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