SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 7)



Principal Financial Group
(Name of Issuer)


Common Stock, $0.01 Par
(Title of Class of Securities)


74251V 10 2
(CUSIP Number)


Check the following box if a fee is being paid with this statement [  ].



CUSIP No. 74251V 10 2


13G

Page    2    of    6    Pages



  1

Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
	Northern Trust Corporation			36-2723087
	The Northern Trust Company			36-1561860
	Northern Trust, NA				36-3190871
	Northern Trust Bank, FSB			38-3424562
	Northern Trust Investments, N.A.		36-3608252
	Northern Trust Company of Connecticut		06-6275604
	Northern Trust Global Investments Ltd	6807764922343A00


  2

Check the appropriate box if a member of a group

	Not Applicable	(a)
		(b)



  3

S.E.C. use only



  4

Citizenship or place of organization

	Northern Trust Corporation--a Delaware corporation with principal offices
 in Chicago, Illinois




Number of Shares Beneficially owned by Each Reporting Person With

  5
Sole Voting Power

	10,236,939

  6
Shared Voting Power

	1,812,811

  7
Sole Dispositive Power

	11,494,738

  8
Shared Dispositive Power

	479,300


  9

Aggregate amount beneficially owned by each reporting person

	12,079,159


10

Check box if the aggregate amount in Row (9) excludes certain shares.


	Not Applicable


11

Percent of class represented by amount in Row 9

	4.66



12

Type of reporting person


	Northern Trust Corporation  HC


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the following box if a fee is being paid with statement [  ].

1.	(a)	Principal Financial Group
		(Name of Issuer)

	(b)	711 High Street, Des Moines, IA 50392
		(Address of Issuer's Principal Executive Office)

2.	(a)	Northern Trust Corporation
		(Name of Person Filing)

	(b)	50 South LaSalle Street, Chicago, Illinois 60603
		(Address of Person Filing)

	(c)	U.S. (Delaware Corporation)
		(Citizenship)

	(d)	Common Stock, $0.01 Par
		(Title of Class of Securities)

	(e)	74251V 10 2
		(CUSIP Number)

3.	This statement is being filed by Northern Trust Corporation as a
 Parent Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).

4.	(a)	12,079,159
		(Amount Beneficially Owned)

	(b)	4.66
		(Percent of Class)

	(c)	Number of shares as to which such person has:

		(i)	     10,236,939
			(Sole Power to Vote or to Direct the Vote)

		(ii)	     1,812,811
			(Shared Power to Vote or to Direct the Vote)

		(iii)	     11,494,738
			(Sole Power to Dispose or Direct Disposition)

		(iv)         479,300
			(Shared Power to Dispose or Direct Disposition)




5.	If this statement is being filed to report the fact that as of the date
 hereof the reporting person has ceased to be the beneficial owner of more than
 5 percent of the class of securities, check the following:  [ X ]

6.	Statement regarding ownership of 5 percent or more on behalf of another
 person:


7.	Parent Holding Company reporting on behalf of the following subsidiaries,
 all of which are banks as defined in Section 3(a) (6) of the Act:

The Northern Trust Company
50 South LaSalle Street
Chicago, IL  60603

Northern Trust N.A.
700 Brickell Avenue
Miami, FL  33131

Northern Trust Bank, FSB
10 West Long Lake Road
Bloomfield Hills, Michigan 48304

Northern Trust Investments, N.A.
50 South LaSalle Street
Chicago, IL  60603

Northern Trust Company of Connecticut
300 Atlantic Street, Suite 400
Stamford, CT 06901

Northern Trust Global Investments Ltd
6 Devonshire Square, London, UK EC2M 4YE


8.	Identification and Classification of Members of the Group.

Not Applicable.

9.	Notice of Dissolution of Group.

Not Applicable.

10.	By signing below I certify that, to the best of my knowledge and belief,
 the securities referred to above were acquired in the ordinary course of
 business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
 were not acquired in connection with or as a participant in any transaction
 having such purpose or effect.





	After reasonable inquiry and to the best of my knowledge and belief, I certify
 that the information set forth in this statement is true, complete and correct.


								NORTHERN TRUST CORPORATION

								________________________________
							By:  James D McDonald

DATED:  02-11-2009	Title:Senior Vice President

EXHIBIT TO SCHEDULE 13G AMENDMENT
FILED BY NORTHERN TRUST CORPORATION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-1004
Attention: Filing Desk, Stop 1-4
RE: Principal Financial Group

	Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall
 constitute our written agreement that the Schedule 13G to which this
 exhibit is attached is filed on behalf of Northern Trust Corporation and of
 its subsidiary(ies), as stated below, regarding our respective beneficial
 ownership in the above-captioned equity security.
							NORTHERN TRUST CORPORATION

							_________________________________
							By:  James D McDonald
DATED:  02-11-2009	Title:Senior Vice President

The NORTHERN TRUST COMPANY
NORTHERN TRUST INVESTMENTS, N.A.
NORTHERN TRUST GLOBAL INVESTMENTS LTD

________________________________________
By:  James D McDonald
Title:    Senior Vice President


NORTHERN TRUST NA

________________________________________
By: Jacobo Schatz
As its Authorized Representative


NORTHERN TRUST BANK, FSB

________________________________________
By: Brian J. Hofmann
As its Authorized Representative

NORTHERN TRUST COMPANY OF CONNECTICUT

________________________________________
By: Trista D Simoncek
As its Vice President

EX-1

Exhibit 1 to Form 13G
Filed by Northern Trust Corporation



CERTIFIED RESOLUTION

The undersigned certifies that the undersigned is the duly appointed, qualified
and acting Secretary or Assistant Secretary of Northern Trust Corporation, as
 indicated below, and that the following resolution was duly adopted by the
Board of Directors of Northern Trust Corporation on April 15, 2008 and remains
in full force and effect except that Mr. Dudley has retired from Northern Trust
Corporation, and is no longer authorized to sign Statements on Form 13G:
RESOLVED, that each of the 'Executive Officers' of
Northern Trust Corporation (the 'Corporation'), as that
term is defined in Rule 3b-7 under the Securities Exchange
Act of 1934, and each of the following other officers of the
Corporation or its subsidiaries, is hereby authorized to sign,
on behalf of the Corporation, any Statements on Form 13G,
and any amendments to such Statements, required to be filed
with the Securities and Exchange Commission by the
Corporation with respect to any securities beneficially
owned by the Corporation and any of its direct or indirect
subsidiaries:
				Orie L. Dudley, Jr.
				Peter J. Flood
				James D. McDonald


IN WITNESS WHEREOF, the undersigned has executed this certificate on
February 12, 2009.
	/s/ Rose A. Ellis
	Rose A. Ellis
      Secretary
	Northern Trust Corporation