SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------



                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                       Date of Report: September 20, 2005
                        (Date of earliest event reported)



                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                       1-16725                42-1520346
(State or other jurisdiction    (Commission file number)   (I.R.S. Employer
    of incorporation)                                    Identification Number)


                     711 High Street, Des Moines, Iowa 50392
                    (Address of principal executive offices)

                                 (515) 247-5111
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

                               ------------------




Item 1.01         Entry into a Material Definitive Agreement

On September 20, 2005, the Human  Resources  Committee (the  "Committee") of the
Board of  Directors of Principal  Financial  Group,  Inc.  (the  "Company")  and
Principal Life Insurance  Company  ("Principal  Life")  approved the adoption of
amendments  to  a  nonqualified  supplemental  pension  plan  (the  Supplemental
Executive  Retirement Plan or "SERP") and a nonqualified  deferred  compensation
plan (the Principal Select Savings Excess Plan or "Excess Plan").  The Company's
named executive officers may participate in these nonqualified  plans, which are
not available to employees  generally.  The amendments to the nonqualified plans
are similar to changes made to corresponding qualified plans.

The Company  anticipates  the changes to the SERP and the Excess Plan as well as
the changes to the corresponding qualified plans will have no material effect on
its earnings.

With respect to the benefit  changes  described in this  report,  employees  who
reach age 47 or older with at least ten years of service on December  31,  2005,
may elect to retain the current benefit  provisions under the qualified  defined
benefit plan and the SERP and forego receipt of the additional  benefits offered
by amendments to Principal Life's Select Savings Plan (401k) and the Excess Plan
that will become effective January 1, 2006.

Effective January 1, 2002,  Principal Life amended the qualified defined benefit
plan to include a cash balance pension  formula  applicable to all new employees
on and after that date. The qualified  defined  benefit plan currently  provides
that employees  whose service  commenced  prior to January 1, 2002 will receive,
upon retirement, the greater of the traditional benefit formula in effect before
that date or the benefit provided by the cash balance formula. Effective January
1, 2006,  Principal  Life  amended the  traditional  benefit  formula  under the
qualified  defined  benefit  plan to provide a reduced base benefit of 35% and a
reduced  excess  benefit  of 55%  (reduced  from  39.2% and  61.25%)  of average
compensation.  Employees  whose  service  commenced  after  January 1, 2002 will
receive, upon retirement,  the benefit provided by the cash balance formula. The
cash  balance  benefit  formula  provides a  hypothetical  account  balance that
increases each year with a pay and interest credit. The amount of the pay credit
ranges  from  4.5 -  10.5%  (reduced  by  Principal  Life  from  6-21%)  of  the
executive's  pay, based upon the executive's  age and length of service.  Pay is
defined to include the  executive's  salary and bonus.  The  interest  credit is
based on one-year treasury bills, plus 1 percent (minimum 5%).

The SERP currently  provides for  supplemental  pension  benefits for executives
hired before January 1, 2002 that are the greater of 1) the traditional  benefit
formula  without  regard to the  compensation  and benefit limits imposed by the
Internal Revenue Code on qualified plans,  offset by the qualified  pension plan
benefit (the "restorative formula"),  or 2) 65% of average compensation,  offset
by the benefits  received from Social  Security and the  qualified  pension plan
benefit (the "top hat formula"). For executives hired after January 1, 2002, the
SERP benefit is the cash balance benefit without regard to the Internal  Revenue
Service  compensation and benefit limits,  offset by the qualified  pension plan
benefit. Effective January 1, 2006, the Committee and Principal Life amended the
SERP benefit  formula for  executives  hired prior to January 1, 2002 to include
only the restorative formula.

Effective  January 1, 2006,  the Committee  and Principal  Life also amended the
SERP by reducing the benefit  formula for both the  traditional and cash balance
benefit  consistent  with the changes to the benefit  formulas for the qualified
defined benefit plan. In addition,  the Committee and Principal Life revised the
SERP by eliminating  the cost of living  adjustment  for benefits  accrued after
January  1,  2006,  and by  reducing  factors  used to  determine  benefits  for
retirement before age 65 for benefits accrued after January 1, 2006.

Assets are set aside in a rabbi trust to provide SERP benefits,  but the SERP is
considered  unfunded  and is not subject to the  fiduciary  requirements  of the
Employee  Retirement  Income Security Act of 1974  ("ERISA").  The assets of the
trust will remain available to general  creditors of Principal Life in the event
of insolvency.  The executives have no claim to any trust fund assets.  Benefits
are payable from the trust upon retirement. The earliest retirement eligible age
is 57 with 10 years of service.

The Excess Plan provides for deferral of  compensation in excess of the deferral
and  compensation  limits imposed by the Internal  Revenue  Service on qualified
plans. The Excess Plan allows for 1-15% deferral of base compensation and 1-100%
of bonus awards,  without regard to the deferral and compensation limits imposed
by the Internal  Revenue Service on qualified plans. The Committee and Principal

                                       2


Life amended the Excess Plan to increase the matching  contributions provided by
Principal Life, in cash, from 50% to 75% of deferrals, with the maximum matching
deferral  increasing from 6% to 8%, effective January 1, 2006.  Participants may
select among seventeen  investment  options  (consisting of Principal  Investors
Fund mutual fund  portfolios,  and an option tracking the performance of Company
Common Stock).  Distributions from the plan are allowed at various  occurrences,
including termination of employment,  death, disability,  retirement, and in the
event of an unforeseeable emergency.

Assets are set aside in a rabbi trust to provide the Excess Plan account values,
but the Excess Plan is  considered  unfunded and is not subject to the fiduciary
requirements of ERISA.  The assets of the trust will remain available to general
creditors of Principal  Life Insurance  Company in the event of insolvency.  The
executives have no claim to any trust fund assets. Benefits are payable from the
trust upon termination.


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    PRINCIPAL FINANCIAL GROUP, INC.


                                    By:     /s/ Joyce N. Hoffman
                                            ------------------------------------
                                    Name:   Joyce N. Hoffman
                                    Title:  Senior Vice President and
                                            Corporate Secretary

Date:    September 26, 2005

                                       3