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    Principal Life Insurance Company

    711 High Street, Des Moines, IA 50392

    515 247 5111 tel

April 16, 2024

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, D.C. 20549

    Re:

    Principal Life Insurance Co.

    Registration Statement on Form S-1

    File No. 333-276971

Dear Mr. Oh:

Principal Life Insurance Co. (the “Company”) is providing
responses to comments received from the staff of the Securities and Exchange Commission (the “Commission”) on April 10,
2024, regarding the above-referenced initial registration statement (“Registration Statement”) for the single premium deferred
index-linked annuity contract named Principal Strategic Outcomes (the “Contract”). The Company filed an initial registration
statement (rather than amending the existing registration statement) for the purpose of registering with the Commission additional interests
in the Contract. As part of this letter, the Company has also included a marked draft of the Registration Statement reflecting changes
made in response to staff comments, as well as other changes made by the Company.

The Company will later file a pre-effective amendment to the Registration
Statement. The Company will request acceleration of the Registration Statement, as to be amended, pursuant to Rule 461 under the
Securities Act of 1933 for no later than May 1, 2024.

Each of the staff’s comments is set forth below in bold, and
the Company’s response thereto immediately follows. Page references are to the marked copy of the prospectus that was provided
to facilitate the Commission staff’s review.

Cover Page

 1. Please disclose the following:

“The Contract may not be appropriate for you if
you plan to take withdrawals from an Index-Linked Segment Option prior to the end of a Segment Term, especially if you plan to take ongoing
withdrawals such as required minimum distributions or scheduled withdrawals. We apply an Equity Adjustment when amounts are removed from
an Index-Linked Segment Option before the end of a Segment Term, and if this adjustment is negative, you could lose up to 100% of your
investment. Withdrawals could also result in significant reductions to your Accumulated Value and the death benefit (perhaps by more
than the amount withdrawn), as well as to the Index gain (if any) applied at the end of a Segment Term. Withdrawals may also be subject
to Surrender Charges, negative Bond Adjustments (which could cause you to lose up to 100% of the amount Surrendered), income taxes, and
income tax penalties if taken before age 59½. If you do intend to take ongoing withdrawals under the Contract, particularly from
an Index-Linked Segment Option prior to the end of a Segment Term, you should consult with a financial professional.”

Response: The prospectus has been revised accordingly.

 2. Disclose that the Company can limit positive Index gains through the upside crediting methods.

Response: The prospectus has been revised accordingly.

 3. In the seventh paragraph of the first page, with respect to the term “Price Return,” please explain, where appropriate,
what that term means as it applies to the different Indices.

Response: The prospectus has been revised accordingly.

 4. On the second page of the cover page, in the second bullet point, please replace the term “withdrawal” in the
first line with the term “Surrender.” Alternatively, please indicate what transactions are meant by “withdrawal.”

Response: The prospectus has been revised accordingly.
The Company also notes that a list of withdrawal types appears in the first full paragraph following the second bullet.

 5. In the same bullet point, please clarify that “any Segment Option” refers to both the Indexed-Linked and Fixed Segment
Options.

Response: The prospectus has been revised accordingly.

 6. In the third bullet point on the page, please replace “investment option” with “Index-Linked Segment Option”
and revise as appropriate.

Response: The prospectus has been revised accordingly.

 7. In the last bullet point on the page, please make the last sentence its own separate bullet.

Response: The prospectus has been revised accordingly.

 8. In the first full paragraph on p. 6 of the pdf, please clarify that the Company may not always offer an Index-Linked Segment Option
with a Floor, and does not guarantee a minimum Floor Rate.

Response: The prospectus has been revised accordingly.

Glossary

 9. In the definition of “Crediting Base,”

 a. At the end of the second sentence, please add “or rider fee” after “Surrender.”

Response: The Company declines to make the requested
revision because it would not accurately describe the operation of the product. The above-referenced sentence refers to a proportional
reduction to the Crediting Base triggered by a Surrender prior to a Segment End Date for an Index-Linked Segment Option. Rider fees do
not reduce the Crediting Base on a proportionate basis, however. Rider fees reduce the Crediting Base on a dollar-for-dollar basis, even
when deducted prior to the Segment End Date. The Company has added clarifying disclosure regarding the deduction of rider fees and the
impact on the Crediting Base.

 b. In the last two sentences of the definition, please clarify that, on a Segment End Date, both a Surrender and a rider charge will
reduce the Crediting Base on a dollar-for-dollar basis.

Response: The Company has added clarifying disclosure
regarding the deduction of rider fees and the impact on the Crediting Base.

 10. In the definition of “Equity Adjustment,” please retain the sentence that was struck.

Response: The prospectus has been revised accordingly.

 11. In the definition of “Free Surrender Amount,” please clarify the relationship between the Free Surrender Amount and
the death benefit and Annuitization.

Response: The prospectus has been revised accordingly.

 12. In the definition of “Surrender,” in the third sentence, the phrase “and other fees” was deleted. Please
revert or clarify the treatment of rider fees under the Contract.

Response: The Company confirms the accuracy of the
disclosure. If the Rate Enhancement Rider has been elected, the deduction of rider fees is always reflected in the Accumulated Value,
as the rider fees are deducted from the Crediting Base. Upon Surrender, there is no additional deduction for rider fees. The Company has
added clarifying disclosure regarding rider fee deductions under the Contract.

 13. In the definition of “Surrender Value,” please apply the same comment as above.

Response: The Company has added clarifying disclosure
explaining that rider fees are already reflected in the Accumulated Value and, as a result, there is no additional deductions for rider
fees in calculating Surrender Value.

2. Summary

 14. On p. 14 of the pdf, please retain the deleted language in the middle of the page that begins with “Q2” until
the end of the deleted disclosure.

Response: The prospectus has been revised accordingly.

 15. On p. 15 of the pdf, in the first full paragraph on the page, please add to the end of the disclosure that, if you purchase another
investment vehicle, it may have different features, fees, and risks than this Contract.

Response: The prospectus has been revised accordingly.

 16. At the end of p. 15 and continuing to the top of p. 16 of the pdf, please add back in disclosure addressing the maximum number
of days that a Premium Payment may be held in the Initial Holding Account. Please also add additional detail regarding the Initial Holding
Account (e.g., whether the Initial Holding Account earns interest).

Response: The Company has added more detail regarding
the Initial Holding Account as requested. However, the Company has not added disclosure fixing a maximum number of days that a Premium
Payment may be held in the Initial Holding Account. There is no specific maximum limit under the Contract. The number of days that a Premium
Payment is to be held in the Initial Holding Account is purely a function of the allocation procedures described in the prospectus, and
the length of time dictated by those procedures can depend on variables that cannot be predicted with certainty (e.g., changes
in state law, unanticipated closures of the NYSE, new holidays). As such, the Company does not believe it would be appropriate to specify
a maximum number of days. The Company has added prominent disclosure indicating that a Premium Payment could be held in the Initial Holding
Account for an extended period of time, potentially multiple months, along with an example reflecting a representative scenario.

 17. On p. 16 of the pdf, in the formula at the end of the first paragraph under ”Q4,” please clarify what the capital “P”
percentage means.

Response: This appears to be an error in generating
a marked copy of the prospectus. The Company confirms that the correct character (“^”) will appear in the prospectus.

 18. On p. 17 of the pdf, in the sentence immediately preceding the first two bullet points, please rephrase “you gain money”
and “you lose money” to be more specific.

Response: The prospectus has been revised accordingly.

 19. In the first two bullet points on p. 17 of the pdf, please draw a more clear connection between the Index Change and the Segment
Credit.

Response: The prospectus has been revised accordingly.

 20. Consider moving the paragraph after the first two bullet points on p. 17 of the pdf to precede the first two bullet points.

Response: The prospectus has been revised accordingly.

 21. In the last full paragraph on p. 17 of the pdf, please consider revising the first sentence regarding the Peak Buffer Segment Option
to make it more clear.

Response: The prospectus has been revised accordingly.

 22. At the top of p. 18 of the pdf, please make the sentence, “[i]f the negative Index Change equals the Buffer Rate, your Segment
Credit will be 0% (i.e., no gain or loss)” its own bullet point.

Response: The prospectus has been revised accordingly.

 23. In the second bolded paragraph on p. 18 of the pdf, please note the Index-Linked Segment Option guaranteed to be available, and
reiterate that there is no guaranteed Index-Linked Segment Option with a Floor and no guaranteed minimum Floor rate.

Response:  The prospectus has been revised accordingly.

 24. At the bottom of p. 21 of the pdf, in the second paragraph of the third bullet point, for consistency, please revise the phrase
 “will cause you to realize an Equity Adjustment” to state “will result in an Equity Adjustment.”

Response: The prospectus has been revised accordingly.

 25. At the bottom of p. 21 of the pdf, in reference to “Q9,” please revise this Q&A to more directly answer the question.

Response: The prospectus has been revised accordingly.

3. Risk Factors

 26. Under “Consequences of Withdrawals/Surrenders Generally,” on p. 31 of the pdf, in the third sentence, which states
that “[t]hese may result in loss even when an investment option has increased in value,” please revise this sentence to keep
the language consistent with the phrasing in other parts of the prospectus.

Response: The prospectus has been revised accordingly.

 27. In the third paragraph under “Buffer and Floor Rate Risk,” on p. 33 of the pdf, the fourth-to-last line indicates that
the Floor and Buffer features “are for the entire Segment Term for a particular Segment Option and are not annual limits.”
Please be sure to indicate the same for the two risk factors that follow.

Response: The prospectus has been revised accordingly.

 28. Under “Segment Lock-In Risk” on p. 34 of the pdf, please disclose that:

 · the investor may not lock-in at an optimal time;

 · account value may be lower than anticipated;

 · a negative Equity Adjustment could apply; and

 · the investor could lock in a loss rather than a gain, and the loss could be significant.

Response: The prospectus has been revised accordingly.

4. Information About the Indices

 29. In the first paragraph on p. 38 of the pdf, please retain the deleted disclosure.

Response: The prospectus has been revised accordingly.

5. Fees and Charges

 30. On p. 44 of the pdf, in the maximum potential loss disclosure at the bottom of the page, please add disclosure explaining why the
Rate Enhancement Rider fee does not trigger an Equity Adjustment.

Response: The prospectus has been revised accordingly.

 31. On p. 45 of the pdf under “Bond Adjustment,” in the maximum potential loss disclosure, please add disclosure explaining
why the Rate Enhancement Rider fee does not trigger a Bond Adjustment.

Response: The prospectus has been revised accordingly.

 32. On the same page under “Bond Adjustment,” in the paragraph after the third bullet point, please bold the second
and third sentences which state, “[f]or the Index-Linked Segment Options, there is no limit on the potential loss. In extreme circumstances,
you could lose up to 100% of the amount Surrendered.”

Response: The prospectus has been revised accordingly.

 33. At the top of p. 46 of the pdf, in the “Rate Enhancement Rider Charge Example,” clarify in the example that the Rate
Enhancement Rider charge is deducted from the Crediting Base on a dollar-for-dollar basis.

Response: The prospectus has been revised accordingly.

6. Purchasing the Contract

 34. On p. 46 of the pdf, under “How to Buy a Contract,” please add in a short paragraph on issue ages.

Response: The prospectus has been revised accordingly.

 35. On p. 47 of the pdf, in the second paragraph, please add disclosure about the maximum number of days a Premium Payment can be held
in the Initial Holding Account. Please also confirm that the disclosure is complete.

Response: Please see the Company’s response
to Comment 16. The Company has revised this section of the prospectus consistently. The Company confirms that the disclosure describes
the material aspects of the Initial Holding Account.

 36. On p. 47 of the pdf, under “Allocation to the Segment Options,” in the second bullet point, please also add a cross
reference to “8. Index-Linked Segment Option Mechanics.”

Response: The prospectus has been revised accordingly.

 37. In the same bullet point, please also address the Fixed Segment Option.

Response: The prospectus has been revised accordingly.

 38. On p. 48 of the pdf, in the second-to-last paragraph, please indicate the maximum duration of the free look period outside of a
replacement scenario.

Response: The prospectus has been revised accordingly.

 39. On p. 49 of the pdf, under “Distribution of the Contract,” in the last sentence of the first paragraph, please indicate
the parent company that holds control over the Company and the principal underwriter.

Response: The prospectus has been revised accordingly.

7. Fixed Segment Option Mechanics

 40. On p. 50 of the pdf, in the formula at the end of the second paragraph under the section heading, please indicate the meaning of
the “P” percentage symbol.

Response: This appears to be an error in generating
a marked copy of the prospectus. The Company confirms that the correct character (“^”) will appear in the prospectus.

8. Index-Linked Segment Option Mechanics

 41. In the table on p. 51 of the pdf, in the second-to-last row, under “1-year Segment Term” and “6-year Segment
Term,” the table should state “20% Peak Buffer (with 10% Peak Buffer Midpoint).”

Response: The prospectus has been revised accordingly.

 42. On p. 53 of the pdf, in reference to the last sentence of the first bullet point, please provide this same disclosure in the “Peak
Buffer” bullet point immediately below.

Response: The prospectus has been revised accordingly.

 43. At the bottom of p. 55 of the pdf, under “Segment Interim Value,” please add disclosure clarifying that the relationship
between the Rate Enhancement Rider fee and Segment Interim Value.

Respons