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    Principal Life Insurance Company

    711 High Street, Des Moines, IA 50392

    515 247 5111 tel

March 2, 2023

VIA EDGAR

Sonny Oh

Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management – Disclosure Review and Accounting Office

100 F Street NE

Washington DC 20549

RE:          Principal
Life Insurance Company

Principal®
Strategic Outcomes Index-Linked Deferred Annuity

File No.: 333-267959

Second Pre-Effective Amendment to the
Registration Statement on Form S-1

Dear Sonny:

This letter responds, on behalf of the Registrant, Principal
Life Insurance Company (the “Company”), to the comments of the Staff of the Securities and Exchange Commission (“Commission”)
with respect to the registration statement on Form S-1 filed by the Company, which comments you communicated to me by telephone on
February 13 & 14, 2023. The Company filed the registration with the Commission on October 20, 2022, pursuant to the
Securities Act of 1933, and filed the first pre-effective amendment on January 10, 2023. The Company will make changes in response
to Staff comments as described below in a pre-effective amendment that will be filed with the Commission pursuant to Rule 472 under
the Securities Act (Pre-effective Amendment No. 2).

General Comments

COMMENT
1 (Original Comment 3): With respect to the SG Smart Climate Index (“Index”), please confirm supplementally whether:
(i) the Index and the methodology used to calculate the Index will be publicly available; (ii) all components of the Index will
be actively traded; and (iii) the Index can be replicated by unaffiliated third parties. Also, the link provided for the SG Smart
Climate Index appears to not be operational. Please ensure it is operational.

Response
to Comment 1. Registrant confirms that:

 1. The
                                            index methodology will be publicly available on the website https://sg-smart-climate.com/;
                                            and

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 2. The stocks selected according to the index methodology will be traded and are part of the S&P 500; and

 3. The index could be replicated by an unaffiliated third party using both the index methodology and the data from Entelligent.

COMMENT
2 (Original Comment 5b). On the front cover page, 5th paragraph, Registrant had deleted a sentence in response to
the original comment 5b. Please include a sentence that is similar to the one that was deleted and convey clearly that the Contract Accumulated
Value will be subject to certain adjustments to reflect changes in the value of the reference Index at the time of cancellation if it
has been allocated to a Segment Option. Also, another part of the sentence had been deleted relating to the Contract owner being subject
to risk of any market drop. Please add that part back into the paragraph.

Response
to Comment 2. Registrant added the following sentence to that paragraph: “At the time of cancellation if you receive
the Contract Accumulated Value and your Premium Payment is allocated to an Index-Linked Segment Option, you assume the risk of negative
performance of the reference Index, which could result in negative adjustments to the Contract Accumulated Value.”

COMMENT
3 (Original Comment 5c). In the paragraph of the front cover page that begins, “Any guarantees under this Contract”
please replace the word “guarantees” with “obligations.” Also, delete the following words from that same sentence:
 “the rights of the Company’s other creditors.”

Response
to Comment 3. Registrant has made the requested changes.

COMMENT
4. At the end of the paragraph immediately following the paragraph referenced in Comment 3 above please disclose that, for
any of the transactions referenced in the paragraph, the owner can still lose money even if performance of the reference Index is positive.
Also, because a Bond Adjustment applies on the Segment End Date, please disclose that the owner could still lose money when those transactions
occur on the Segment End Date even if reference Index is higher.

Response
to Comment 4. Registrant added the following to the end of the aforementioned paragraph: “Because of the adjustments
and charges on these types of transactions, you may experience a loss even if the performance of the Index has been positive. The Bond
Adjustment applies on a Segment End Date, which means you could experience a loss even when Index performance has been positive and the
transaction occurs on a Segment End Date.”

COMMENT
5. Move the paragraph that begins “The Contract is not appropriate” to immediately follow the paragraph referenced
in Comment 4 above and revise the first sentence to begin: “For the above reasons, the Contract is not appropriate…….”

Response
to Comment 5. Registrant has made the requested changes.

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COMMENT
6 (Original Comment 5d). In the paragraph that begins “Refer to the RISK FACTORS” please bold all sentences in
the paragraph and split the two sentences of the paragraph into two separate paragraphs.

Response
to Comment 6. Registrant has made the requested changes.

COMMENT
7 (Original Comment 7b). In the Glossary under the “Annuitization” definition, clarify whether a Bond Adjustment
could take place on a Segment End Date. This comment applies to the “Free Surrender Amount” definition too. Please clarify
supplementally why it would be applied on a Segment End Date given that, ideally, at the Segment End Date, that’s what all derivative
pieces are based off of.

Response
to Comment 7. Registrant has added the following sentence to the “Annuitization” definition: “A Bond Adjustment
applies regardless of when the Annuitization occurs, including on the Segment End Date.” Registrant also supplementally responds
that the Bond Adjustment applies even on Segment End Dates because Registrant is using longer-term assets (roughly 6 year duration) to
back Registrant’s obligations, which is why the Bond Adjustment has a 6 year duration. Using the longer-term assets even for shorter
Segment Terms (1 and 2 year Segment Options) allows Registrant to offer clients better Cap Rates and Participation Rates on those shorter
Segment Terms than if we used assets that matched those Segment Terms. On the 6th Segment Anniversary, the Bond Adjustment will be zero
because the months remaining in the formula will be zero, which will make the result zero. The bond adjustment then starts over every
6th Segment Anniversary.

COMMENT
8. In the definition of “Bond Adjustment” add language to indicate that the Bond Adjustment only applies when money
is allocated to Segment Options. Also, later in the prospectus when discussing the Bond Adjustment in more detail, describe it as an adjustment
which could be positive, negative or zero as to the amount surrendered to account for changes, up to the time of the Surrender, in the
value of longer term assets that may have been used to support certain of our obligations under the Contract.

Response
to Comment 8. Registrant added the following language to the definition of “Bond Adjustment:” “The Bond Adjustment
only applies to money allocated to the Segment Options and does not apply to money allocated to the Initial Holding Account.” Registrant
also added language later in the prospectus to address that the Bond Adjustment is an adjustment which could be positive, negative or
zero as to the amount surrendered to account for changes, up to the time of the Surrender, in the value of longer term assets that may
have been used to support certain of our obligations under the Contract.

COMMENT
9. At the end of the “Buffer Rate” definition is the following language: “significant loss of principal and/or
prior earnings.” In other areas of the prospectus Registrants includes “credited interest” in similar sentences. Delete
the references to “credited interest” in those areas. Also, in other areas of the prospectus Registrant uses “and”
in that provision instead of “and/or.” Please be consistent throughout the prospectus.

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Response
to Comment 9. Registrant made the requested changes. As to the latter part of the comment, Registrant made revisions to always
use “and/or” instead of “and.”

COMMENT
10 (Original Comment 7e). In the “Cap Rate” definition Registrant used a 20% Cap Rate in an example. Either confirm
supplementally that this is a rate that reasonably could be expected to be offered for segments or, it that is not accurate, please use
a lower percentage in the example.

Response
to Comment 10. Registrant confirms supplementally that a 20% Cap Rate reasonably could be expected to be offered. However,
Registrant has changed the percentage to 15% in order to not be on the high side of the available Cap Rates.

COMMENT
11. In the “Crediting Base” definition there is a reference to the Crediting Base only being a reference value.
For clarity, qualify that sentence by noting that the Crediting Base is a reference value for any point in a Segment Term except at the
start of a Segment Term where it represents an amount contributed into a Segment Option. Also, in the last sentence of that definition,
clarify that the Segment Interim Value is the value that represents how much is available before the end of a Segment Term.

Response
to Comment 11. Registrant added the following sentence to the “Crediting Base” definition: “On the Segment
Start Date, the Crediting Base represents the amount contributed to a Segment Option.” Also, the last sentence of the definition
has been revised to read: “The Segment Interim Value is based on an estimate of the value of the amount in a particular Segment
Option before the end of a Segment Term, which represents the Accumulated Value available prior to the end of the Segment Term.”

COMMENT
12 (Original Comment 7g). Not in the “Equity Adjustment” definition but, instead, later in the prospectus where
Registrant describes the Equity Adjustment, note that the Equity Adjustment accounts for changes in the then current estimate of Registrant’s
obligations to provide the promised performance at the end of a Segment Term.

Response
to Comment 12. Registrant has made the requested clarification in later sections of the prospectus.

COMMENT
13 (Original Comment 7h). In the “Lock-In Threshold” definition, please add a sentence that an upper threshold
may be set to lock in gains and a lower threshold may be set to limit losses.

Response
to Comment 13. Registrant has added the following sentence to the definition: “An upper threshold can be set to lock-in
gains, and a lower threshold can be set to limit losses.”

COMMENT
14 (Original Comment 7j). In the definition of “Surrender Value” and throughout the prospectus, be consistent in
addressing whether the Bond Adjustment and/or Equity Adjustment impact the Surrender Value.

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Response
to Comment 14. Registrant has added the following at the end of the “Surrender Value” definition: “A Bond
Adjustment applies regardless of when the Surrender Value is calculated, including on the Segment End Date. In calculating the Surrender
Value, there is not a direct adjustment for an Equity Adjustment.  Instead, any applicable Equity Adjustment would be applied in
calculating the Accumulated Value.  The resulting Accumulated Value is then used in calculating the Surrender Value.  See the
definition of Accumulated Value above for more information.”

COMMENT
15. In order to make the Summary section more investor friendly, please number the individual Questions and Answers.

Response
to Comment 15. Registrant has made the requested change.

COMMENT
16 (Original Comment 9c). In the Q&A named “At a high level how does this product operate” -- (a) at the
beginning of the 4th sentence, add “In exchange for a specified amount of downside protection, the Segment Options….”;
(b) in that same sentence, replace the words “apply to” with the word “limit;” (c) in second to last
sentence of that same paragraph there is a reference to the owner providing Notice to Registrant. “Notice” is defined pretty
narrowly and appears to only allow such Notice to be provided through U.S. Mail. If Registrant’s practice is to allow other types
of notice, please revise the definition in the Glossary.

Response
to Comment 16. The sentence addressed in 16(a) and (b) above has been revised to read as follows: “In exchange
for a specified amount of downside protection, the Segment Options provide either a Cap Rate or Participation Rate that limit upside gains.”
In response to Comment 16(c), the definition of “Notice” has been revised to read as follows:

Notice - any form of communication we receive in Home Office (e.g., U.S. mail, fax, email) providing the information we need, either
in writing or another manner that we approve in advance. Your notices may be mailed to us at:

Principal Life Insurance Company

Attn: RIS Annuity Services

PO Box 9382

Des Moines, Iowa 50306-9382

COMMENT
17. In the 3rd Column of the table in the Q&A section, retitle the column that currently is “Rates”
to something like “Limits on Upside Gain.” Also, in the 1-year, 2-year and 6-year columns, consider retitling them 1-year
Segment Term – Limits on Downside Loss, etc.

Response
to Comment 17. Registrant has made the requested changes.

COMMENT
18. In the first row of the same table referenced in Comment 17, under “Rates,” Registrant has set out “Cap
Rate & Participation Rate.” If the Cap Rate and Participation Rate for that one are always together for that one, be consistent
with other references throughout prospectus.

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Response
to Comment 18. Registrant has not made any changes in response to this comment. In other areas of the prospectus, Registrant
is discussing the Participation Rate and Cap Rate more generically and is not being specific to this specific Segment Option. If the customer
picks the specific Segment Option referenced in this specific row of the table, the client will receive both the Cap Rate and Participation
Rate.

COMMENT
19 (Original Comment 9b). Please copy the information from the first sentence of the Q&A titled “Where is my Premium
Payment held before the initial Segment Term” and add it to the Initial Holding Account subsection of 6. PURCHASING THE
CONTRACT section. Also, clarify whether the sentence only applies to the Initial Holding Account or whether it always apply when allocating
money to a Segment Option.

Response
to Comment 19. Registrant has modified portions of the Initial Holding Account  to read as follows: “Beginning
on the Contract Date, your Premium Payment will be held in the Initial Holding Account for no longer than twenty-one (21) calendar days.
If we exercise the right to hold your Premium Payment in the Initial Holding Account until the end of the free look period, your Premium
Payment could be held in the Initial Holding Account up to sixty (60) additional days…. The Initial Holding Account is only used
when the Contract is initially purchased. Once money transfers out of the Initial Holding Account on the initial Segment Start Date, the
Initial Holding Account is no longer available.”

COMMENT
20 (Original Comment 9e). In the Q&A about how interest is applied to the investment, please confirm supplementally that
the 0.05% Guaranteed Minimum Interest Rate (“GMIR”) complies with the nonforfeiture rate.

Response
to Comment 20. The 0.05% GMIR is not required to comply with nonforfeiture requirements. GMIR and nonforfeiture are separate
and distinct concepts.

COMMENT
21. In the first sentence of the Q&A titled “How is gain or loss applied….,” include a statement that
the Crediting Base represents the amount contributed into the Segment Option on the Segment Start Date. Also, in the other sentence in
that paragraph, revise it to say that the Segment Credit will change the respective Segment Option’s Crediting Base, which will
then be used as the Crediting Base for the amounts allocated to a new Segment Option (assuming there have been no withdrawals or o