SecProbe.io

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Mail Stop 3561

								January 18, 2006

Karen E. Shaff
Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0001

      Re:	Principal Life Insurance Company
		Amendment No. 1 to Registration Statement on Form S-3
		Filed December 22, 2005
		File No. 333-129763

Dear Ms. Shaff:

	We have reviewed your responses to the comments in our letter
dated December 15, 2005 and have the following additional
comments.

General
1. We note your response to prior comment 4 of our letter dated
December 15, 2005, including your statement that the information
called for by Item 1105 of Regulation AB is not material to the
program.  Please confirm, if true, that such information is not
material to investors or revise to provide the information called
for
by Item 1105.
2. While we note your response to prior comment 7 of our letter
dated
December 15, 2005, it is unclear whether the Form 8-Ks to which
you
refer would be filed before or after the time of each takedown.
Accordingly, as a follow-up to our prior comment, please confirm
that
all material terms to be included in the finalized agreements will
also be disclosed in the final Rule 424(b) prospectus, or that
finalized agreements will be filed simultaneously with or prior to
the final supplement.  Refer to Item 1100(f) of Regulation AB.

Prospectus Supplements

Cover Page
3. We reissue comment 9 of our letter dated December 15, 2005 in
part.  Please revise the cover page of the base prospectus, each
prospectus supplement and the pricing supplements to prominently
indicate that the notes represent the obligations of the "issuing
entity."
4. As a follow-up to the comment above, please revise the cover
page
of the base prospectus, each prospectus supplement and each of the
pricing supplements to prominently indicate that the notes being
offered are asset-backed securities in addition to being secured
medium-term notes.

Summary, page S-3
5. Given your response to prior comment 5 of our letter dated
December 15, 2005, it appears that the indenture trustee fits the
definition of "Servicer" set forth under Item 1101(j) of
Regulation
AB.  Please use the terminology set out in Regulation AB when
referring to transaction parties and revise here and throughout
the
filing to identify Citibank as the servicer.

Redemption and Repayment, page S-8
6. Please advise us that you will appropriately caption "callable"
securities in the Prospectus Supplement and Pricing Supplement and
that you will discuss them in the base prospectus under the
correct
name if you intend to reserve the right to issue them.
7. Also, please include the word "callable" in the title of the
securities, pursuant to Item 1113(f)(2) of Regulation AB, if
optional
redemption or termination is available.

Base Prospectus

Description of Notes, page 22
8. We reissue comment 13 of our letter dated December 15, 2005 in
its
entirety.  As it appears from the disclosure in both your
prospectus
and pricing supplements that there is a specific group of indices
that may be used to determine the interest rate on the notes,
please
expand the disclosure in your base prospectus to include this
information or advise as to why such revision is not possible.

* * * * *

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact John Stickel at (202) 551-3324 or me at (202)
551-3454 if you have any questions.

								Sincerely,

								Sara D. Kalin
								Branch Chief-Legal

cc:	Via Facsimile (312) 853-7036
	Perry J. Shwachman
	Sidley Austin Brown & Wood  LLP
	10 South Deerborn Street
	Chicago, IL 60603
Principal Life Insurance Company
January 18, 2006
Page 1

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