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Sidley Austin Brown & Wood llp

    BEIJING

    One South Dearborn Street

    LOS ANGELES

    BRUSSELS

    Chicago, Illinois 60603

    NEW YORK

    CHICAGO

    Telephone 312 853 7000

    SAN FRANCISCO

    DALLAS

    Facsimile 312 853 7036

     SHANGHAI

    GENEVA

    FOUNDED 1866

    SINGAPORE

    HONG KONG

    TOKYO

    LONDON

    WASHINGTON, D.C.

    WRITER’S DIRECT NUMBER

    WRITER’S E-MAIL ADDRESS

    (312) 853-7830

    aribaudo@sidley.com

December 22, 2005

By EDGAR and Hand Delivery

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-0305

Attention: Ms. Sara D. Kalin

    Re:

    Principal Financial Group Inc., Principal Life Insurance
Company Registration Statement on Form S-3 filed November 17, 2005

    File Nos. 333-129763 and 333-129763-01

Dear Ms. Kalin:

          On behalf of Principal Financial Group Inc. (“PFG”) and Principal Life Insurance Company
(“Principal Life”) this letter responds to the comments of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), concerning the Registration
Statement, contained in the letter dated December 15, 2005 (the “Comment Letter”) addressed to
Karen E. Shaff, Executive Vice President and General Counsel of Principal Life. For convenience,
we have repeated your comments in bold and we have provided the response of Principal Life and PFG
in plain text.

          Upon resolution of the Staff’s comments, PFG and Principal Life will request acceleration of
the effectiveness of the Registration Statement.

          General

          STAFF COMMENT:

    1.

    Please note that our comments to either the base prospectus
and/or the supplements should be applied universally, if applicable.
Accordingly, if comments issued for one apply to another, make conforming
revisions as appropriate.

SIDLEY AUSTIN BROWN & WOOD LLP IS A LIMITED LIABILITY PARTNERSHIP

PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS

Sidley
Austin Brown & Wood llp

Chicago

Securities and Exchange Commission

December 22, 2005

Page 2

          REGISTRANTS’ RESPONSE:

     In accordance with the Staff’s comment, PFG and Principal Life have revised the
prospectus supplement relating to the secured medium-term notes program (the
“Institutional Prospectus Supplement”), the prospectus supplement relating to the
Principal Life® CoreNotes® program (the “CoreNotes Prospectus Supplement”), the
prospectus supplement relating to the secured medium-term notes retail program (the
“Retail Prospectus Supplement” and, together with the Institutional Prospectus
Supplement and the CoreNotes Prospectus Supplement, the “Prospectus Supplements”), and the base prospectus (the “Base Prospectus”).

          STAFF COMMENT:

          2. Please file the forms of the pricing supplements you intend to
use.

          REGISTRANTS’ RESPONSE:

     PFG and Principal Life respectfully refer the Staff to the proposed forms of
pricing supplements attached to Amendment No. 1 as Exhibit 99.1 (for issuances under
the Institutional Prospectus Supplement and Base Prospectus), Exhibit 99.2 (for
issuances under the CoreNotes Prospectus Supplement and Base Prospectus) and Exhibit
99.3 (for issuances under the Retail Prospectus Supplement and Base Prospectus).

          STAFF COMMENT:

    3.

    Please confirm that the depositor or issuing entity previously
established, directly or indirectly, by the depositor or any affiliate of the
depositor have been current with Exchange Act reporting during the last twelve
months with respect to asset-backed securities involving the same asset class.
Please refer to General Instruction I.A.4 of Form S-3. Also, please provide us
with the CIK codes for any affiliate of the depositor that has offered a class
of asset-backed securities involving the same asset class as this offering.

Sidley
Austin Brown & Wood llp

Chicago

Securities and Exchange Commission

December 22, 2005

Page 3

          REGISTRANTS’ RESPONSE:

     PFG and Principal Life confirm that each issuing trust previously formed in
connection with the previous registration statement Nos. 333-110499 and
333-110499-01 (the “Previous Registration Statement”) filed by PFG and Principal
Life in connection with this class of asset-backed securities has been current with
the periodic reports required by the Securities Exchange Act of 1934 as amended (the
“Exchange Act”) during the last twelve months.

     Principal Life, as depositor, is exempt from filing reports required by
Sections 13(a) and 15(d) of the Exchange Act through the application of Rule 12h-5
under the Exchange Act (“Rule 12h-5”). Rule 12h-5 provides that any issuer of a
guaranteed security that is permitted to omit financial statements by Rule 3-10 of
Regulation S-X (“Rule 3-10”) is exempt from the requirements of Section 13(a) or
15(d) of the Exchange Act. Rule 3-10(c) provides that when an operating subsidiary
issues securities and its parent company guarantees those securities, the
registration statement,
parent company annual report, or parent company quarterly report need not include
financial statements of the issuer if:

    1.

    The operating subsidiary issuer is 100% owned by the parent
company guarantor;

    2.

    The guarantee is full and unconditional;

    3.

    No other subsidiary of the parent company guarantees the
securities; and

    4.

    The parent company’s financial statements are filed for the
periods specified by Rule 3-01 and Rule 3-02 of Regulation S-X and include the
footnote (the “Consolidating Footnote”) described in Rule 3-10(c).

     Principal Life has satisfied all of the requirements of Rule 3-10(c) and
therefore pursuant to Rule 12h-5 has not been required to file reports under Section
13(a) or 15(d) of the Exchange Act. First, Principal Life has been and remains
wholly-owned by PFG. Second, each guarantee issued by PFG under the Previous
Registration Statement fully and unconditionally guaranteed, and each guarantee that
PFG will issue under this Registration Statement will fully and unconditionally
guarantee, the payment obligations of Principal Life under the related funding
agreement. Third, no other subsidiary of PFG has provided or is providing any

Sidley
Austin Brown & Wood llp

Chicago

Securities and Exchange Commission

December 22, 2005

Page 4

guarantee of the funding agreements. Finally, PFG has set forth in its periodic
reports for the past twelve months, and PFG will continue to set forth, the
financial statements of PFG and the Consolidating Footnote for periods required by
Rule 3-01 and Rule 3-02 of Regulation S-X. Furthermore, PFG has been current in its
Exchange Act reports during the previous twelve months.

     Attached as Exhibit A to this letter are the CIK codes for each issuing trust
formed in connection with the Previous Registration Statement. These
issuing trusts are only issuing entities for which Principal
Life has served as depositor or sponsor that have offered a class of
asset-backed securities registered with the Commission involving the
same asset class as this offering. Furthermore, no affiliate of
Principal Life or PFG has offered a class of asset-backed securities involving the
same asset class as this offering.

          STAFF COMMENT:

    4.

    Either include the information called for by Item 1105 of
Regulation AB or provide us with your analysis of why it is not material.

          REGISTRANTS’ RESPONSE:

     PFG and Principal Life respectfully submit that the information called for by
Item 1105 of Regulation AB (“Item 1105”) is not material to the program. Under Item
1105, among other things, certain information
regarding static pool information must be provided with respect to amortizing asset
pools. The funding agreement, which secures the notes of an issuing trust, is an
obligation of Principal Life, the sponsor and depositor of the program.
Each funding agreement will have a principal amount and payment terms substantially
identical to the related notes. No funding agreement supporting the notes will
amortize, mature or prepay prior to any payments required under the terms of the
related notes and as a result, no guarantee will amortize, mature or prepay prior to
any payments required under the terms of the related notes. Therefore, the assets
held in each issuing trust do not constitute an amortizing asset pool. Further, as
the funding agreements are an obligation of Principal Life and because Principal
Life has paid each prior funding agreement which has been securitized by Principal
Life, as depositor or sponsor, in accordance with the terms of each
such funding agreement, no delinquencies, cumulative losses or prepayments have occurred with respect
to prior securitizations of funding agreements sponsored by Principal Life. Unlike
securitizations of other asset classes, the Registrants incorporate by reference
Exchange Act reports which include audited financial statements. Here, the
Registrants are incorporating by reference PFG’s Exchange Act reports which include
PFG’s audited

    Sidley Austin Brown & Wood llp

    Chicago

    Securities and Exchange Commission

    December 22, 2005

    Page 5

    financial statements. Through incorporation by reference of these Exchange Act
reports, the Registrants provide investors with material information regarding the
ability of Principal Life to make payments under the funding agreements and PFG to
make payments under the guarantee. Finally, PFG and Principal Life have also
determined that there is no additional information relating to the notes that would
be considered material under Item 1105(c).

    STAFF COMMENT:

    5.

    Please clarify which person or entity is responsible for the
management or collection of the pool assets or making allocations or
distributions to holders of the asset-backed securities, and provide the
disclosure required by Item 1108 of Regulation AB.

    REGISTRANTS’ RESPONSE:

     PFG and Principal Life respectfully advise the Staff that they have revised the
Registration Statement to clarify that Citibank, N.A., in its capacities as
indenture trustee, paying agent, registrar, transfer agent and calculation agent
under each Indenture, will perform the functions of servicer under the program.
Please see “Description of the Notes – Indenture Trustee” in the Base Prospectus.
Furthermore, PFG and Principal Life respectfully refer the Staff to “Description of
the Notes – Indenture Trustee” in the Base Prospectus for the disclosure required by
Items 1108(b) and (d) of Regulation AB and “Description of the Notes” in the Base
Prospectus for the disclosure required by Item 1108 (c) of Regulation AB. Since the
program does not utilize multiple servicers, no disclosure is included with respect
to the Item 1108(a) of Regulation AB.

    STAFF COMMENT:

    6.

    Please tell us how you intend to provide for an annual report
on assessment of compliance with servicing criteria for asset-backed securities
as well as an attestation report from a registered public accounting firm
pursuant to Exchange Act Rule 15d-18 and Item 1122 of Regulation AB. See also
Item 1123 of Regulation AB. Please note that all of the required reports must
be filed as exhibits to the annual report on Form 10-K.

    REGISTRANTS’ RESPONSE:

    Sidley Austin Brown & Wood llp

    Chicago

    Securities and Exchange Commission

    December 22, 2005

    Page 6

     Under the terms of the expense and indemnity agreement to be entered into
between Principal Life and Citibank, N.A. as indenture trustee (the “Citibank
Expense Agreement”), filed as Exhibit 10.2 to the Registration Statement, (1)
Citibank will provide to Principal Life the servicer compliance statement required
by Item 1122 and Item 1123 of Regulation AB for each such issuing trust; and (2)
Principal Life will retain a registered public accounting firm to provide the
attestation report required by Rule 15d-18 under the Exchange Act and Item 1122 of
Regulation AB for each such issuing trust. Principal Life will include these
reports as exhibits to the Annual Report on Form 10-K that Principal Life
will file, as depositor and sponsor, on behalf of each issuing trust to be formed in
connection with the Registration Statement.

    STAFF COMMENT:

    7.

    Please confirm that you plan to file the finalized agreements,
including the exhibits to these agreements, as an exhibit to the registration
statement or under cover of Form 8-K and incorporated by reference into the
registration statement at the time of each takedown. Refer to Item 1100(f) of
Regulation AB.

    REGISTRANTS’ RESPONSE:

     PFG and Principal Life respectfully advise the Staff that they will file all
agreements and exhibits to such agreements as specified in the Exhibit List to the
Registration Statement through Amendment No. 1, future amendments to the
Registration Statement or to a Current Report on Form 8-K that is incorporated by
reference into the Registration Statement.

    STAFF COMMENT:

    8.

    Please include a separately captioned section and disclose any
legal proceedings pending against the sponsor, seller, servicer, depositor,
trustees, issuing entity or other transaction parties that would be material to
investors, if applicable. Refer to Item 1117 of Regulation AB.

    REGISTRANTS’ RESPONSE

     PFG and Principal Life confirm to the Staff that there are no legal proceedings
pending against Principal, PFG or any issuing trust that would be material to
investors of this class of asset-backed securities.

    Sidley Austin Brown & Wood llp

    Chicago

    Securities and Exchange Commission

    December 22, 2005

    Page 7

Citibank, N.A., as servicer,
U.S. Bank Trust National Association, as trustee, Bankers Trust Company, N.A. as
custodian and GSS Holdings II, Inc. as trust beneficial owner have advised Principal
Life and PFG that there are no legal proceedings pending against them that would be
material to investors. Therefore, Principal Life and PFG respectfully advise the
Staff that no disclosure is required by Item 1117 of Regulation AB.

    Prospectus Supplements

    Cover Page

    STAFF COMMENT:

    9.

    Please use bracketed language on the cover page to indicate
that you will disclose the name of the issuing entity when known. Also, when
referring to transaction parties, please use the terminology set out in
Regulation AB. Please refer to Item 1101(f) of Regulation AB for the
definition of issuing entity. In this regard, please revise the third bullet
point on the right to ensure that it accurately reflects the language under
Item 1102(d) of Regulation AB, and clarify that the securities represent the
obligations of the “issuing entity.”

    REGISTRANTS’ RESPONSE:

     PFG and Principal Life respectfully submit that no issuing entity will be
formed prior to the effectiveness of the Registration Statement and therefore no
issuing entity is required to be named on the cover of any Prospectus Supplement.
In connection with the offering and sale of notes, the name of that issuing trust
will be disclosed in the pricing supplement related to such notes. Please see the
forms of pricing supplement attached as Exhibits 99.1, 99.2, and 99.3 to the
Registration Statement. In addition, PFG and Principal Life have revised the Base
Prospectus and Prospectus Supplements in accordance with the Staff’s other comments.

    Summary, page S-3

    STAFF COMMENT:

    10.

    We note your statement here, in the additional prospectus
supplements and in the base prospectus, that the pricing supplement may add to,
update, supplement, or clarify the

    Sidley Austin Brown & Wood llp

    Chicago

    Securities and Exchange Commission

    December 22, 2005

    Page 8

    terms contained in the prospectus and
applicable prospectus supplement. Please note that a takedown of