UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

                  Proxy Statement Purusant to Section 14(a) of
              the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[   ]    Definitive Proxy Statement
[ X ]    Definitive Additional Materials
[   ]    Soliciting Material Purusant to ss.240.14a-12

                         PRINCIPAL FINANCIAL GROUP, INC.
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                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.   Title of each class of securities to which transaction applies:

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2.   Aggregate number of securities to which transaction applies:

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3.   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

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4.   Proposed maximum aggregate value of transaction:

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5.   Total fee paid:

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In its proxy  statement  circulated  in  connection  with the annual  meeting of
shareholders of Principal  Financial  Group,  Inc. (the "Company") to be held on
Tuesday,  May 17, 2005,  first sent to  shareholders on or about March 31, 2005,
the Company has asked shareholders to approve two new equity compensation plans.
Shareholders  are asked to approve the  Principal  Financial  Group,  Inc.  2005
Directors  Stock  Plan (the  "2005  Director  Plan")  to  replace  the  existing
Directors  Stock  Plan,  and the  Principal  Financial  Group,  Inc.  2005 Stock
Incentive  Plan  (the  "2005  Employee  Plan") to  replace  the  existing  Stock
Incentive Plan. In the proxy statement, the Company noted that if either or both
of the 2005  Director  Plan  and the 2005  Employee  Plan  are not  approved  by
shareholders,  the Company would continue to operate the corresponding  existing
equity plan in accordance with its terms.

In its proxy statement, the Company stated that upon approval by shareholders of
(1) the 2005  Director  Plan,  no new  grants  will be made  under the  existing
Directors  Stock Plan and (2) the 2005 Employee Plan, no new grants will be made
under the existing Stock Incentive Plan.

The Company  understands  that some  shareholders  expressed  concerns about the
operation of the existing equity  compensation  plans prior to the  shareholders
meeting. In particular, these shareholders have inquired (i) about the number of
shares of Company  common stock  remaining  available for future  issuance under
each of our existing  equity  compensation  plans on or near March 18, 2005, the
record  date of the  2005  annual  meeting  of  shareholders,  excluding  shares
issuable upon exercise of  outstanding  options or the settlement of outstanding
awards,  and (ii)  whether any of those  available  shares have been,  or may be
granted,  under the existing plans prior to the date of the annual  shareholders
meeting.

Excluding shares issuable upon exercise of outstanding options or the settlement
of outstanding  awards, on April 25, 2005,  10,350,519 shares remained available
for award under the  existing  Directors  Stock Plan and Stock  Incentive  Plan.
Except to the extent  that awards may be made in  connection  with the hiring or
promotion of Company officers or other unique  circumstances  that would justify
the  granting  of an award for a select  category  of  individuals,  the Company
expects that no awards of any type will be made under the  Directors  Stock Plan
or the Stock Incentive Plan on or before the date of the annual meeting.



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