SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         June 12, 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 .
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed February 18, 2009
          Definitive Proxy Statement
Filed on April 8, 2009
 File Number:  001-16725

Dear Mr. Lillis:

  We have reviewed your May 8, 2009 responses to our April 3rd and 27th, 2009
letters and have the following comments.  In  our comments, we ask you to provide us
with information to better understand your di sclosure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like.  Please identify the annual or qua rterly 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 the above filing.

Form 10-K for the Fiscal Year Ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Critical Accounting Policies and Estimates
Derivatives, page 39
 1. Refer to your response to prior comment six of our April 3
rd letter.  Please disclose
the amount of your derivative fair values th at you obtained from quoted market prices
and the fair value amount of over-the-c ounter instruments obtained by pricing
valuation models or broker quotes. In a ddition, please disclose the dollar amounts of
adjustments for your non-performance risk in arriving at the fair value of your
derivatives.

Terrance J. Lillis
Principal Financial Group, Inc. June 12, 2009 Page 2  Notes to Consolidated Financial Statements

Note 17. Fair Value of Financial Instruments, page 154
 2. We acknowledge your response to comment 11 of our April 3
rd letter.  However, we
continue to believe that the information is more beneficial when shown on a gross
basis.  Please revise your fair value m easurement disclosure accordingly or revise
your proposed footnote to the table to include  the gross amount of the transfers in and
transfers out of the Level 3 category.

Definitive Proxy Statement filed on April 8, 2009

Compensation Discussion & Analysis
Individual Performance Factors, page 26
3. We have reviewed your response to prior comment 1 from our April 27th letter.
Although you state in that response and in your proxy statement on page 26, that your
Committee made a subjective determination of each Named Executive Officer's performance, you disclose that the Comm ittee took into consideration, among other
things, such person’s  individual goal achievement.  In  your response you state that
you consider “the individual performance factors discussed on page 26 of the proxy
statement to be qualitative and subjective, ” however, some of the individual financial
goals on page 26 of your proxy statement appear to be quantitative/objective
performance goals.  For each Named Execu tive Officer that received an annual
incentive award in 2008, please disclose any specific individual quantitative/objective
performance goals that the Committee t ook into consideratio n. For example, you
disclose on page 26 of your proxy statemen t “Mr. Houston, Mr. McCaughan and Mr.
Sorensen had Operating Earnings goals fo r their respective businesses that would
support achievement of the overall corporat e Operating Earnings goal, as well as
applicable specific growth goals for sale s, revenues, deposits or customers. Mr.
McCaughan had specific goals on investme nt performance related to asset
management industry performance rankings.”  Please disclose each of these quantitative/objective goals and whether the Named Executive Officer met their
respective goals.  In addition, please conf irm that you have disclosed a complete
description of all qualitativ e and subjective individual goals that the Committee took
into consideration when it made its subj ective determination to award the annual
incentive awards in 2008.
* * * *

 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.

Terrance J. Lillis
Principal Financial Group, Inc. June 12, 2009 Page 3
Please contact Dana Hartz, Staff Account ant, at (202) 551-3648 or Don Abbott,
Review Accountant, at (202) 551-3608 if  you have any questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Jennifer Riegel, Staff Attorney, at (202)
551-3575 or
Jeffrey Riedler , Assistant Director , at (202) 551-3715 with questions on
comment three.  In this regard, do not hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant