SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 6010

         April 27, 2009

Terrance J. Lillis
Senior Vice President and Chief Financial Officer
Principal Financial Group, Inc.
711 High Street
Des Moines, IA 50392

Re:    Principal Financial Group, Inc .
 Part III of the Form 10-K for the Fiscal Year Ended December 31, 2008
          File Number:  001-16725
 Dear Mr. Lillis:

We have reviewed the Part III informa tion of the above referenced Form 10-K
which is incorporated by reference from your definitive proxy statement filed on April 8,
2009 and have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or quart erly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend your filing.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 11.  Executive Compensation

Compensation Discussion & Analysis, incor porated from page 20 of your definitive
proxy statement
 Individual Performance Factors, incorporated from page 26 of your definitive proxy
statement
1. You disclose that in February of 2008, your Human Resources Committee
established individual perf ormance factors for your Named Executive Officers in

Terrance J. Lillis
Principal Financial Group, Inc.
April 27, 2009 Page 2
the following four categories: Financia l, Customer, Internal and Learning and
Growth.  We also note that you disclose that each of these ca tegories has specific
individual goals that were set for the respective named executive officers.  Please
revise to disclose each specific goal and whether the respective executive officer met the goal.  In addition, please revise to disclose how the committee determined
the annual incentive award pe rcent disclosed on page 26 of your proxy statement
awarded to the respective named executive officers.

Severance Plans, incorporated from page 42 of your definitive proxy statement

2. We note that you disclose that you have es tablished The Principal Severance Plan
for Senior Executives. It does not appear th at you have filed a copy of this plan.
Please revise to file a copy of this plan  pursuant to Item 601(b)(10) of Regulation
S-K.

*    *    *    *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Terrance J. Lillis
Principal Financial Group, Inc. April 27, 2009 Page 3
  Please contact Jennifer Riegel, Staff A ttorney, at (202) 551-3575 or me, at (202)
551-3715 with any questions regarding these comments.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
Assistant Director