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  Principal Life Insurance Company
711 High Street,
Des Moines, IA 50392
515 247 5111 tel

April 24, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

Office of Insurance Products

Attn: Min S. Oh

100 F Street, NE Washington D.C. 20549

    RE:
    Principal Life Insurance Company

    Principal® Strategic Outcomes Index-Linked

    Deferred Annuity

    File No: 333-267959

    Fourth Pre-Effective Amendment to

    Registration Statement on Form S-1

Dear Mr. Oh:

This letter responds, on behalf of the Registrant, Principal Life Insurance
Company (the “Company” and “Registrant”), 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 Registrant, which comments you communicated
to me by telephone on April 17th and 19th, 2023. Registrant filed the registration with the Commission on October 20,
2022, pursuant to the Securities Act of 1933, and made the Correspondence Filing on April 10, 2023. Registrant 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. Four). Those comments and Registrant’s responses to them are set forth
below.

Comment
1. (Recent Comment 11). In 2. SUMMARY – Q2 and elsewhere, do not use the term “uncapped Cap Rate.”

Response
to Comment 1. In the above-referenced Q&A and elsewhere in the prospectus, Registrant has added the following and similar
disclosures:

“If we do not declare a Cap Rate for a particular Segment
Option and Segment Term, the Segment Option will not have a maximum limit on positive Index performance for that Segment Term.”

    1

Comment 2. In the far left
column of the table in 2. SUMMARY – Q3, please add the applicable crediting method in each row of the table.

Response to Comment 2.
Registrant has made the requested additions.

Comment 3. In the third
sentence of the third bullet point in 2. SUMMARY – Q9, please delete everything after “assumes there are not Surrenders…..”

Response to Comment 3. In
order to make the sentence technically correct, Registrant also had to delete the following from the sentence: “and assumes there
are no Surrenders.” The sentence now reads as follows:

“The Segment Interim Value is applicable on any day
before the end of the Segment Term.”

Comment 4. In the first
paragraph of 2. SUMMARY – Q11, be clear about when Registrant is discussing discontinuance of an Index as to whether the
sentence is referring to the middle of a Segment Term or the end of a Segment Term. Also, in the same paragraph, indicate in what circumstances
an Index would be discontinued only for factors beyond the Company’s control.

Response to Comment 4. Registrant
has revised the third and fourth sentences of that paragraph to read as follows:

“The Company could discontinue an Index in the middle
or at the end of a Segment Term due to factors such as the Index being discontinued by the Index provider or an unexpected increase in
the cost to hedge obligations under the Contract. The Company will not discontinue an Index in the middle of a Segment Term unless it
is due to factors beyond the Company’s control, which could include market factors.”

Comment 5. Modify the last
sentence of the last paragraph of 2. SUMMARY – Q11 to read as follows: “In the future, there may not be a Floor-based
Index-Linked Segment Option.”

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

Comment 6.  (Recent Comment
21) Please copy and paste the following sentence from 2. SUMMARY – Q13 to 10. CONTRACT VALUES - Bond Adjustment: “Generally,
if interest rates have increased since the beginning of the current Bond Adjustment period, the Bond Adjustment will reduce the Surrender
amount, and if interest rates have decreased since the beginning of the current Bond Adjustment period, the Bond Adjustment will increase
the Surrender amount.”

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

Comment 7. (Recent Comment
23) In the second-to-last paragraph of 2. SUMMARY – Q18, please provide a range of what the interest rate could be.

Response to Comment 7. Registrant
has added the following sentence to the paragraph: “Generally, the interest rate could range from 0.00% to 8.00%.”

    2

Comment 8. In the second
bullet point after the Surrender Charge Table in 5. FEES AND CHARGES - Deferred Sales Load (“Surrender Charge”), explain
that the Crediting Base is the same as the Premium Payment amount because there have been no prior Surrenders.

Response to Comment 8. Registrant
has added the following at the end of that bullet point: “(which is the same as the Premium Payment amount because there have been
no prior Surrenders or Segment Credits)”

Comment 9. In the next
bullet point, note parenthetically that it assumes there is no adjustment for investment experience up to the point of the withdrawal.

 · Response to Comment 9. Registrant has added the following at the end
of that bullet point: “(which assumes there is no adjustment for Index performance up to the partial withdrawal).”

Comment 10. With regard
to the three bullet points that immediately follow the bullet point referenced in Comment 9, please make those three bullet points sub
bullets to the bullet point referenced in Comment 9.

Response to Comment 10.
Registrant has made the requested revisions.

Comment 11. In the last
of the three (now) sub bullets referenced in Comment 10, instead of solely laying out the formula, please provide a narrative description
about the assumption that there is no Equity Adjustment and no prior withdrawals that could affect the Crediting Base differently than
the Accumulated Value and that, for these reasons, the Accumulated Value prior to the withdrawal equals the Crediting Base.

Response to Comment 11.
Registrant has revised the third sub bullet point to read as follows:

“The example assumes the Equity Adjustment is 0% and
that there have been no prior Surrenders or Segment Credits that could affect the Crediting Base differently than the Accumulated Value.
For this reason, the Accumulated Value prior to the withdrawal equals the Crediting Base in this example.”

Comment 12.  In footnote
2 under the table in the Surrender Charge Example in 5. FEES AND CHARGES - Deferred Sales Load (“Surrender Charge”),
delete the beginning of the sentence about “purposes of providing a simplified example” and replace it with, “Under
the simplified assumptions noted above….” Also, please note that “Crediting Base Surrendered” has the word “Surrendered”
capitalized. Please consider making the beginning letter lower case.

Response to Comment 12.
Registrant has revised the relevant parts of footnote 2 to read as follows:

“Under the simplified assumptions noted above, since
the Crediting Base equals the Accumulated Value prior to the withdrawal, the portion of the Crediting Base surrendered is equal to the
Withdrawal Amount. The portion of the Crediting Base surrendered would not be equal to the Withdrawal Amount if the Crediting Base did
not equal the Accumulated Value prior to withdrawal.”

Comment 13. Please reconcile
the reference of a 60-day free look period in 6. PURCHASING THE CONTRACT - Right to Examine the Contract (Free Look) with the state
variations described in Appendix D. Within Appendix D, it doesn’t currently address a 60-day free look period. Also, add something
in Section 6 about replacements.

    3

Response
to Comment 13. Registrant mistakenly included a free look period for a state in which the product will not, at least initially,
be sold. Registrant revised that sentence in Sec. 6 to read as follows:

“The maximum duration of the free look period is 45
days in replacement scenarios (e.g., replacing an existing life insurance policy or annuity) in certain states, subject to changes in
state law. If we exercise this right, the Premium Payment could be held in the Initial Holding Account up to a total of sixty-six (66)
days. See Appendix D for state variations.”

Comment 14. In 7. FIXED
SEGMENT OPTION MECHANICS, please disclose that Registrant will follow state nonforfeiture requirements.

Response to Comment 14.
Registrant has added the following paragraph to Sec. 7:

“The Fixed Segment Option is subject to the Standard
Nonforfeiture Law for Individual Deferred Annuities. The minimum value of the Fixed Segment Option on any Surrender will never be less
than the minimum nonforfeiture amount. The minimum nonforfeiture amount equals eighty-seven and a half percent (87.5%) of any allocation
to the Fixed Segment Option, plus interest credited daily at the non-forfeiture interest rate, less any partial withdrawals and transfers
out of the Fixed Segment Option. The non-forfeiture interest rate used to calculate the minimum nonforfeiture amount is determined by
us at issue according to the Standard Nonforfeiture Law for Individual Deferred Annuities.”

Comment 15. In the second
paragraph of 8. INDEX-LINKED SEGMENT OPTION MECHANICS – Negative Adjustments to Crediting Base – Impact of Negative
Adjustments, for the language Registrant modified, please change the language back and add the “dollar-for-dollar” language
after the respective sentences in parentheticals or in a similar fashion.

Response to Comment 15.
Registrant has revised those sentences to read as follows:

“If the Segment Interim Value is greater than the Crediting
Base at the time of a withdrawal, the Crediting Base will be reduced by less than the withdrawal amount (i.e., on less than a dollar-for-dollar
basis). If the Segment Interim Value is less than the Crediting Base at the time of a withdrawal, the Crediting Base will be reduced by
a greater amount than the withdrawal amount (i.e., on more than a dollar-for-dollar basis).”

Comment 16. With regard
to the first sentence of the paragraph that immediately follows the paragraph referenced in Comment 15 above, please confirm supplementally
that the reduction is not proportional and, instead, is on a dollar for dollar basis.

Response to Comment 16.
Registrant supplementally confirms that the reduction is on a dollar for dollar basis given the withdrawal occurs on the Segment
End Date.

Comment 17. For the examples
starting with Negative Adjustments to Crediting Base – Negative Segment Credits, please modify the captions to be more precise
in describing the concepts each respective example is meant to demonstrate.

    4

Response to Comment 17.
Registrant has revised the captions to read as follows and Registrant also has added more information in the preambles for
the examples to provide more color about each respective example:

Negative Adjustments
to Crediting Base – Negative Segment Credits (End of Segment Term and No Surrenders)

Negative Adjustments
to Crediting Base – Rate Enhancement Rider Fees (Middle of Segment Term and No Surrenders)

Negative Adjustments
to Crediting Base – Partial Withdrawal at End of Segment Term (Dollar-for-Dollar Reduction to Crediting Base)

Negative Adjustments
to Crediting Base – Partial Withdrawal in Middle of Segment Term (Proportional Reduction to the Crediting Base)

Negative Adjustments
to Crediting Base – Required Minimum Distribution in Middle of Segment Term (Dollar-for-Dollar Reduction to Crediting Base)

Comment 18. In the first
paragraph of the Negative Adjustments to Crediting Base – Required Minimum Distribution in Middle of Segment
Term (Dollar-for-Dollar Reduction to Crediting Base) example, please change the footnote cross reference from footnote 9 to footnote
8.

Response to Comment 18.
Registrant has made the requested revision.

Comment 19. Please delete
examples 5 and 6 in 12. DEATH BENEFIT – Death Benefit and add narrative after examples 1 and 2 summarizing the concepts Registrant
was meaning to demonstrate in examples 5 and 6.

Response to Comment 19.
Registrant has deleted examples 5 and 6 and added the following sentences after examples 1 and 2, respectively.

After Example 1:
 “In this example, the age of the oldest Owner on the date the application was signed was 79 or younger. However, if the age of the
oldest Owner on the date the application was signed was 80 or older, the Death Benefit would be $98,000 (which is lower than the Premium
Payment) because the Death Benefit would be the Accumulated Value adjusted for the Bond Adjustment.”

After Example 2:
 “In this example, the age of the oldest Owner on the date the application was signed was 79 or younger. If the age of the oldest
Owner on the date the application was signed was 80 or older, the Death Benefit would still be $101,000. The Death Benefit is the same
regardless of the age on the date the application was signed because the Accumulated Value adjusted for the Bond Adjustment is greater
than the Premium Payment.”

Comment 20. In 18. INFORMATION
ABOUT THE COMPANY - Directors and Executive Officers Directors of the Company, please: clarify the distinction between the categories
of public directorships; ensure consistency of categories of director information for all of the directors; and, for Michael T. Dan, start
his Business Experience provision by indicating that he is currently retired.

Response
to Comment 20. Registrant has made the requested revisions.

    5

Comment 21. With regard
to 18. INFORMATION ABOUT THE COMPANY - Securities Ownership of Certain Beneficial Owners and Management, please confirm supplementally
that Registrant has included all information required under 17 C.F.R. § 229.403(b) for Registrant’s parent companies and
Registrant’s subsidiaries.

Response to Comment 21.
Registrant supplementally confirms that the disclosures in this subsection include all information required under 17 C.F.R.
 § 229.403(b) for Registrant’s parent companies and Registrant’s subsidiaries.

Comment 22. In the second
sentence of the second paragraph of APPENDIX C, delete “with an uncapped Cap Rate.”

Response to Comment 22.
Registrant has revised that sentence to read as follows:

“All the examples use a 6-year 10% Buffer Segment Option
with a 110% Participation Rate and no declared Cap Rate.”

Comment 23. In the third
paragraph of APPENDIX C, if the last bullet point only applies to one of the examples, please revise the bullet point to clarify
on that point.

Response to Comment 23.
Because the bullet point applies to each given example, Registrant has revised the bullet point to read as follows in order
to further clarify the point:

“Since these examples use a 6-year Segment Option,
the Months until Segment End Date and Months until the end of the current Bond Adjustment period will always equal each other for a given
example.”

Comment 24. In APPENDIX
C – Example Set 1, please evaluate whether the Change in Bond Adjustment Index Value is skewing what Registrant is meaning to
demonstrate in the example set. If Registrant determines that it is not skewing the example, please confirm that conclusion supplementally.

Response to Comment 24.
Following its evaluation of the issue, Registrant concluded that the Change in Bond Adjustment Index Value was not skewing
the information Registrant was intending to demonstrate in the example set. However, Registrant has decided to have no change in the Bond
Adjustment Index Value for the entire example set in order to avoid the appearance of any skewing.

Comment 25. With regard
to the term Change in Bond Adjustment Index Value, in the preamble to the applicable examples please clarify in general terms what it
means when Registrant says the Bond Adjustment Index Value increases (or decreases). Does it mean that interest rates have increased since
the start of the Segment Term. Also, please clarify supplementally why a 25% increase in the Bond Adjustment Index Value results in a
negative 2.53% Bond Adjustment percentage.

Response to Comment 25.
Registrant has revi