Principal Life Insurance Company Separate Acct B

/s/ J. Barry Griswell

J. Barry Griswell, Chairman of the Board of Directors

Pursuant to Powers of Attorney

(filed on 02/29/08)

Registration No. 333-116220
811-02091

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4



REGISTRATION UNDER THE SECURITIES ACT OF 1933		o
Pre-Effective Amendment No.		o
Post-Effective Amendment No. 10		þ


and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		o

Amendment No.		o

Principal Life Insurance Company Separate Account B

(Exact Name of Registrant)

Principal Life Insurance Company
(Name of Depositor)

The Principal Financial Group
Des Moines, Iowa 50392
1-515-248-3842

(Address of Depositor’s Principal Executive Offices)
(Depositor’s Telephone Number, including Area Code)

Sarah Pitts
Principal Life Insurance Company
The Principal Financial Group
Des Moines, Iowa 50392-0300
1-515-248-3259

(Name and Address of Agent for Service)

Please send copies of all communications to:

John W. Blouch, Esq.
Dykema Gossett PLLC
Franklin Square, Suite 300 West
1300 I Street, N.W.
Washington, DC 20005-3306

Principal Investment Plus Variable Annuity^SM Contract
(Title of Securities Being Registered)

It is proposed that this filing will become effective (check appropriate box):

	o		immediately upon filing pursuant to paragraph (b) of Rule 485

	o		on (date) pursuant to paragraph (b) of Rule 485

	þ		60 days after filing pursuant to paragraph (a)(1) of Rule 485

	o		on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for previously filed post-effective amendment.

No filing fee is due because an indefinite amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940.

PRINCIPAL LIFE INSURANCE COMPANY
PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B

SUPPLEMENT DATED NOVEMBER [ ], 2008 TO
PROSPECTUS DATED MAY 1, 2008

This supplement updates information in the prospectus dated May 1, 2008 for Principal Investment Plus Variable Annuity issued by Principal Life Insurance Company (“we,” “us,” or “our”). This supplement should be read in its entirety and kept together with your prospectus for future reference. If you would like another copy of the prospectus, write to us at Principal Financial Group, P.O. Box 9382, Des Moines, Iowa 50306-9382 or call us at 1-800-852-4450 to request a free copy. Certain terms used in this supplement have special meanings. If a term is not defined in this supplement, it has the meaning given to it in the prospectus.

1. Please replace Appendix D with the following:

APPENDIX D — GMWB INVESTMENT OPTIONS

GMWB Investment Options

While a GMWB rider is in effect, the investment options you may select are restricted. The limited investment options available under a GMWB rider (the “GMWB investment options”) are intended to support the rider’s guarantees with a balanced investment objective. If your investment goal is aggressive growth, a GMWB rider may not be appropriate for you.

The GMWB investment options are:

	•		GMWB Self-Build Model A;

	•		GMWB Self-Build Model B;

	•		GMWB Self-Build Model C;

	•		GMWB Self-Build Model D;

	•		Principal LifeTime 2010 Account;

	•		Principal LifeTime 2020 Account;

	•		Principal LifeTime 2030 Account;*

	•		Principal LifeTime Strategic Income Account;

	•		Strategic Asset Management Balanced Portfolio;

	•		Strategic Asset Management Conservative Balanced Portfolio; or

	•		Strategic Asset Management Flexible Income Portfolio.


*		Principal LifeTime 2030 Account is only available as an investment option with the GMWB 2 Rider.

When you purchase a GMWB rider, you must allocate 100% of your Separate Account division accumulated value and premium payments to any one of the listed GMWB investment options. You may transfer 100% of your Separate Account division accumulated value from your current GMWB investment option to one other GMWB investment option which is available at the time of the transfer. You may make a transfer by providing us notice (we will effect the transfer at the price next determined after we receive your notice in good order). Any future premium payments are allocated to the GMWB investment option your Separate Account division accumulated value is invested in at the time of the new premium payments. While your GMWB rider is in effect, you may make unrestricted allocations of Contract value and premium payments to, and transfer

Contract accumulated value to, the Fixed Account and you may allocate new premium payments to the DCA Account. Transfers are subject to the transfer provisions of your Contract.

For more information about: (1) GMWB Self-Build Models, please see below; (2) Principal LifeTime Accounts and Strategic Asset Management (SAM) Portfolios, please see the prospectus sections titled “THE CONTRACT — The Underlying Mutual Funds,” “TABLE OF SEPARATE ACCOUNT DIVISIONS” and “SUMMARY OF EXPENSE INFORMATION — Annual Underlying Mutual Fund Expenses” and the underlying fund’s prospectus provided with this prospectus; (3) the Fixed and DCA Accounts, please see “FIXED ACCOUNT AND DCA PLUS ACCOUNTS” and (4) transfers under your Contract, please see “THE CONTRACT — The Accumulation Period, Division Transfers” and “GENERAL PROVISIONS — Frequent Trading and Market Timing (Abusive Trading Practices)”).

Your GMWB rider may terminate if you allocate premium payments or transfer your Separate Account division accumulated value to an investment option that is not a permitted GMWB investment option. By electing a GMWB rider, you acknowledge that we will not be responsible for any financial impact to you caused by termination of your GMWB rider because you violated the GMWB investment restrictions.

We reserve the right to modify the list of available GMWB investment options, subject to compliance with applicable regulations.

If you previously purchased a Contract with a GMWB rider and have your Separate Account division accumulated value invested in a GMWB investment option which is no longer available (a “Discontinued investment option”), you may continue to maintain that investment and allocate new premium payments to it. If the Discontinued investment option involves more than one Separate Account division, we will continue to rebalance your Separate Account division accumulated value each calendar quarter. You may not transfer your Separate Account division accumulated value to any other Discontinued investment option. You may transfer your Separate Account division accumulated value to another GMWB investment option that is available at the time of transfer; in this case, the Discontinued investment option will no longer be available to you.

GMWB Self-Build Models

Each of the GMWB Self-Build Models requires you to allocate your Separate Account division accumulated value and premium payments in specified percentages among asset classes and provides you limited ability to select the Separate Account divisions that you wish to use to meet those allocation requirements. The major asset classes on which each model is based and the required allocations among those asset classes are shown in the following table.


	Model			Model			Model			Model
Asset Class	A			B			C			D
Short-Term Fixed Income		30	%		20	%		10	%		15	%
Fixed Income		40	%		30	%		20	%		15	%
Balanced/Asset Allocation		10	%		15	%		20	%		25	%
Large U.S. Equity		20	%		25	%		30	%		25	%
Small/Mid U.S. Equity		0	%		5	%		15	%		0	%
International Equity		0	%		5	%		5	%		20	%

To “build your model,” you select one of the available models and then pick Separate Account divisions from each of the asset classes in the model. The table below identifies the Separate Account divisions that are

available within each asset class for purposes of the GMWB Self-Build Models. It also identifies those instances in which there are limitations on the percentage of assets that you may allocate to a sub-class within asset classes. The sum of the percentages that you allocate to the Separate Account divisions in an asset class or sub-class must equal the required aggregate percentage for that asset class or sub-class. The sum of the percentages you invest in all the asset classes must equal 100% of your Separate Account division accumulated value.

If you choose a GMWB Self-Build Model, you are directing us to allocate your Separate Account division accumulated value and premium payments according to the allocation percentages you have set. In addition, you are directing us to automatically rebalance your Separate Account division accumulated value each calendar quarter to match the allocation percentages you set in your GMWB Self-Build Model. You may transfer among the divisions within an asset class or sub-class as long as your allocations for that asset class or sub-class equal the percentage established by your chosen GMWB Self-Build Model, and you adhere to the transfer provisions of your Contract (See “THE CONTRACT — The Accumulation Period, Division Transfers” and “GENERAL PROVISIONS — Frequent Trading and Market Timing (Abusive Trading Practices)”).

In selecting and building a GMWB Self-Build Model, you should consider your personal objectives, investment time horizons, risk tolerance and other financial circumstances. You should also remember that asset allocation does not insure a profit or protect against loss. You may wish to ask your financial advisor for assistance in selecting a model and choosing among the Separate Account divisions available under that model. You may also wish to contact your financial advisor from time to time to discuss whether your selections remain appropriate for your needs.

For more information about the Separate Account divisions named in the table for the GMWB Self-Build Models below, please see the prospectus sections titled “THE CONTRACT — The Underlying Mutual Funds,” “TABLE OF SEPARATE ACCOUNT DIVISIONS” and “SUMMARY OF EXPENSE INFORMATION — Annual Underlying Mutual Fund Expenses” and the underlying fund’s prospectus provided with this prospectus.

You may choose one of the GMWB Self-Build Models shown below:


	Investment	Model			Model			Model			Model
	Advisor	A			B			C			D
Short-Term Fixed Income Divisions			30	%		20	%		10	%		15	%
Short-Term Bond	Principal Global Investors, LLC*
Short-Term Income	Edge Asset Management, Inc.*
Money Market	Principal Global Investors, LLC*
Fixed Income Divisions			40	%		30	%		20	%		15	%
American Century VP Inflation Protection	American Century Investment Management, Inc.
Bond & Mortgage Securities (f/k/a Bond)	Principal Global Investors, LLC*
Government & High Quality Bond	Principal Global Investors, LLC*


	Investment	Model			Model			Model			Model
	Advisor	A			B			C			D
Mortgage Securities	Edge Asset Management, Inc.*
Balanced/Asset Allocation Divisions			10	%		15	%		20	%		25	%
Asset Allocation	Morgan Stanley Investment Management, Inc.*
LifeTime 2010	Principal Global Investors, LLC*
LifeTime 2020	Principal Global Investors, LLC*
LifeTime Strategic Income	Principal Global Investors, LLC*
Strategic Asset Management (“SAM”)	Edge Asset Management, Inc.*
Balanced
SAM Conservative Balanced	Edge Asset Management, Inc.*
SAM Flexible Income	Edge Asset Management, Inc.*
Large U.S. Equity Divisions			20	%		25	%		30	%		25	%
Large Value			10	%		10	%		10	%		10	%
AIM V.I. Basic Value	Invesco AIM Advisors, Inc.
Equity Income (f/k/a Equity Income I)	Edge Asset Management, Inc.*
LargeCap Value III (f/k/a LargeCap Value)	Alliance Bernstein, L.P.*
LargeCap Value II (f/k/a Equity Value)	American Century Investment Management, Inc.*
LargeCap Value (f/k/a Capital Value)	Principal Global Investors, LLC*
Large Blend			0	%		5	%		10	%		5	%
LargeCap Blend II (f/k/a LargeCap Blend)	T. Rowe Price Associates, Inc.*		N/A
LargeCap S&P 500 Index (f/k/a LargeCap Stock Index)	Principal Global Investors, LLC*		N/A
Neuberger Berman AMT Socially Responsible	Neuberger Berman Management, Inc.		N/A
Large Growth			10	%		10	%		10	%		10	%
American Century VP Ultra II	American Century Investment Management, Inc.
Fidelity VIP II ContraFund	Fidelity Management & Research Company

Investment

Model

Advisor

LargeCap Growth (f/k/a
Growth)

Columbus Circle
Investors*

T. Rowe Price Blue Chip
Growth

T. Rowe Price
Associates, Inc.

Small/Mid U.S. Equity
Divisions

Mid Cap Value

MidCap Value II (f/k/a
MidCap Value)

Neuberger Berman
Management, Inc. &
Jacob Levy
Management, Inc.*

N/A

Real Estate Securities

Principal Real
Estate Investors,
LLC*

N/A

Mid Cap Blend and Growth

American Century VP Vista

American Century
Investment
Management, Inc.

N/A

MidCap Blend (f/k/a
MidCap)

Principal Global
Investors, LLC*

N/A

T. Rowe Price Health
Sciences

T. Rowe Price
Associates, Inc.

N/A

Small Cap

AIM V.I. SmallCap Equity

Invesco AIM
Advisors, Inc.

N/A

Neuberger Berman AMT
Fasciano

Neuberger Berman
Management, Inc

N/A

SmallCap Value I (f/k/a
SmallCap Value)

JP Morgan
Investment
Management, Inc.*

N/A

International Equity
Divisions

Diversified International

Principal Global
Investors, LLC*

N/A

Fidelity VIP Overseas

Fidelity Management
& Research Company

N/A

AIM V.I. International Growth

Invesco AIM
Advisors, Inc.

N/A


*		Pursuant to a sub-advisory agreement with Principal Management Corporation, the investment advisor.

We have entered into an agreement with Principal Financial Advisors, Inc. (“PFA”), an affiliated entity that is registered as an investment adviser with the Securities and Exchange Commission, to advise us with respect to the GMWB Self-Build Models. Pursuant to the agreement, PFA advises us on the construction of new models, including the asset classes to be included, the appropriate percentage of assets to be allocated to each asset class and sub-class, and the Separate Account divisions to be included in each asset class and sub-class, and it periodically re-evaluates the models and advises us when it believes changes are appropriate. PFA’s objective

under the agreement is to provide models which have a balanced investment objective while limiting the level of investment risk that we assume in providing the guarantees under the GMWB rider. There is no investment advisory relationship between PFA and contract owners, and you should not rely on the models as providing investment recommendations to you. You must decide for yourself, or with the assistance of your financial advisor, whether a particular model or a particular allocation of assets within a model is appropriate for you. In the future, we may modify our arrangement with PFA, or we may discontinue it, in which case we may contract with another firm to provide similar services or choose to provide our own models.

We from time to time may make available other GMWB Self-Build Models and make changes to or restrict the availability of GMWB Self-Build Models. We will provide you with written notice regarding any restriction or change that affects the GMWB Self-Build Model to which your Separate Account division accumulated value is allocated. If we restrict the availability of or change your model, you may continue to maintain your Separate Account division accumulated value and allocate new premium payments in accordance with your model as it existed immediately prior to the restriction or change. We will continue to rebalance your Separate Account division accumulated value according to that model each calendar quarter. You may transfer your Separate Account division accumulated value to any other GMWB investment option that is available at the time of transfer; in this case, the model from which you transferred will no longer be available to you.

2. Please replace the last sentence of the third paragraph under “GMWB Overview — Rider Restrictions/Limitations” under “GMWB (INVESTMENT PROTECTOR PLUS) RIDERS” with the following sentence in order to conform the disclosure with Appendix D:

We reserve the right to modify the list of available GMWB investment options from time to time, subject to compliance with applicable regulations.

3. Please replace “GMWB Investment Options” under “GMWB 1 RIDER (INVESTMENT PROTECTOR PLUS RIDER)” with the following paragraph in order to conform the disclosure with Appendix D:

GMWB Investment Options

The GMWB investment options are shown in Appendix D. While a GMWB rider is in effect, the investment options you may select are limited. We have limited the investment options available under a GMWB rider in order to support the rider’s guarantees with a balanced investment objective. If your investment goal is aggressive growth, a GMWB rider may not be appropriate for you. It is your responsibility to select your GMWB investment option. You may wish to ask your financial advisor to assist you in making your selection.

4. Please add the following accounts under Principal Variable Contracts Funds — Class 1 in the list of underlying mutual funds at the beginning of the prospectus:

Mortgage Securities Account
Short-Term Income Account

5. Please add the following to the table discussing underlying mutual fund expenses under “SUMMARY OF EXPENSE INFORMATION” in the prospectus:

Acquired

Fund

(“Underlying

Underlying

Fund”) Fees

Total

Contractual

Mutual

Management

Other

and

Gross

Net

Funds

Fees

12b-1 Fees

Expenses

Principal VCF Mortgage Securities Account — Class 1

0.50

N/A

0.00

0.50

Principal VCF Short-Term Income Account — Class 1

0.50

N/A

0.00

0.50

6. Please add the following under “TABLE OF SEPARATE ACCOUNT DIVISIONS” in the prospectus:


Mortgage Securities Division
Invests in:		Principal Variable Contracts Funds Mortgage Securities Account — Class 1
Investment Advisor:		Edge Asset Management, Inc. through a sub-advisory agreement with Principal Management Corporation.
Investment Objective:		seeks to provide as high a level of current income as is consistent with prudent investment management and stability of principal.

Short-Term Income Division
Invests in:		Principal Variable Contracts Funds Short-Term Income Account — Class 1
Investment Advisor:		Edge Asset Management, Inc. through a sub-advisory agreement with Principal Management Corporation.
Investment Objective:		seeks to provide a high level of current income consistent with safety and liquidity.

7. Under “Telephone Services” under “TELEPHONE AND INTERNET (ELECTRONIC) SERVICES” in the prospectus, please delete the second and third bullet points and replace them with the following:

	•		that are in good order and received by us before the close of a valuation period will receive the price next determined (i.e., the value as of the close of that valuation period).

	•		that are in good order and received by us after the close of a valuation period will receive the price next determined (i.e., the value as of the close of that next valuation period).

8. Under “Internet” under “TELEPHONE AND INTERNET (ELECTRONIC) SERVICES” in the prospectus, please delete the first and second bullet points and replace them with the following:

	•		that are in good order and received by us before the close of a valuation period will receive the price next determined (i.e., the value as of the close of that valuation period).

	•		that are in good order and received by us after the close of a valuation period will receive the price next determined (i.e., the value as of the close of that next valuation period).

9. Under “ENHANCED DEATH BENEFIT RIDER” in the prospectus, please insert the following two new paragraphs at the end of the section:

See Appendix E for examples.

Before you purchase an Enhanced Death Benefit Rider, please consider the following:

	•		Although the rider provides an opportunity for increased death benefit payments to your beneficiaries, it does not provide you with increased annuity benefit payments or contract accumulated value.

	•		The rider is generally more advantageous to younger owners because the rider lock-in occurs on the later of the contract anniversary following the oldest owner’s 75th birthday and five years after the rider effective date.

10. Under “GMWB Step-Up” under “GMWB 1 RIDER (INVESTMENT PROTECTOR PLUS RIDER)” in the prospectus, please delete the fifth paragraph in its entirety and:

	*(a)*		*Insert the following after the first paragraph:*

			Note regarding Riders issued on or after June 15, 2008: In the event that your Investment Back remaining withdrawal benefit base reduces to zero, your rider is no longer eligible for any future Step-Ups of the Remaining Withdrawal Benefit Bases under either withdrawal option, even if you make additional premium payments.

	*(b)*		*Insert the following after the fourth paragraph:*

			Note regarding Riders issued on or after June 15, 2008: A surviving spouse who elects to continue the contract and rider may not make a special GMWB Step-Up when electing continuation. The Step-Up feature will continue according to the terms of the rider and the charge for the rider will not change.

11. Under “Required Minimum Distributions” under “GMWB 1 RIDER (INVESTMENT PROTECTOR PLUS RIDER)” in the prospectus:

(a)

Please delete the second and third paragraphs and replace with the following paragraph:

If you are eligible for and enroll in our RMD Program for GMWB Riders, a withdrawal made to satisfy RMD for the Contract (an “RMD amount”) that exceeds a withdrawal benefit payment for that contract year will NOT be deemed an excess withdrawal.

(b)

Please delete the first bullet point under “RMD Program.”

12. Please add the following new Appendix to the prospectus:

APPENDIX E

ENHANCED DEATH BENEFIT RIDER:
EXAMPLES OF CALCULATIONS OF THE ENHANCED DEATH BENEFIT

CALCULATION OF THE ENHANCED DEATH BENEFIT AS OF THE LOCK-IN DATE:

The enhanced death benefit is the greatest of a, b and c, below.

Assume the following:

a. $150,000 = [premiums paid since the rider effective date increased at 5% effective annual interest rate — $0 (aggregate of all partial surrenders and partial annuitizations)]

b. $125,000 = [highest accumulated value on any Contract anniversary to date + $0 (additional premiums paid after the highest AV) — $0 (aggregate of all partial surrenders and partial annuitizations) ]

Standard death benefit = $120,000, where the standard death benefit is the greater of

	i.		$100,000

	ii.		Accumulated value* = $120,000


*		As of valuation date We receive the death benefit claim in good order.

The enhanced death benefit is $150,000.

CALCULATION OF THE ENHANCED DEATH BENEFIT ON THE CONTRACT ANNIVERSARY ONE YEAR AFTER THE LOCK-IN DATE:

The enhanced death benefit is the greatest of a, b and c, below.

Assume the above facts and also that there have been no additional premium payments but there has been a withdrawal of $55,000 and the AV on the withdrawal date was $110,000.

a.		$150,000 + 0 – (55,000/110,000) x 150,000 = $75,000

b.		$125,000 + 0 – (55,000/110,000) x 125,000 = $62,500

c.		Standard death benefit = $50,000, where the standard death benefit is the greater of

	i.		$100,000 + 0 – (55,000/110,000) x 100,000 = $50,000

	ii.		Accumulated value after the withdrawal = $110,000 – 55,000 = $55,000

The enhanced death benefit is $75,000.

* * *

THIS SUPPLEMENT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE

Principal Financial Group
P.O. Box 9382
Des Moines, Iowa 50306-9382
1-800-852-4450

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements are included in the Registration Statement:


	(i)		Part A — (filed with the Commission on 05/01/08)


			Condensed Financial Information for the three years ended December 31, 2007 and for the period ended December 31, 2004.


	(ii)		Part B — (filed with the Commission on 05/01/08)


			Principal Life Insurance Company Separate Account B:


			– Report of Independent Auditors.



			–Statement of Assets and Liabilities, December 31, 2007



			–Statement of Operations for the year ended December 31, 2006



			–Statements of Changes in Net Assets for the years ended December 31, 2007, 2006 and 2005.



			–Notes to Financial Statements



			Principal Life Insurance Company:



			– Report of Independent Auditors.



			– Consolidated Statements of Financial Position, December 31, 2007, 2006 and 2005.



			– Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005.



			– Consolidated Statements of Financial Position, December 31, 2007, 2006 and 2005.



			– Consolidated Statements of Stockholder’s Equity for the years ended December 31, 2007, 2006 and 2005.



			– Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005.



			– Notes to Consolidated Financial Statements.



	(iii)		Part C — (filed with the Commission on 05/01/08)



			Principal Life Insurance Company



			– Report of Independent Auditors on Schedules



			– Schedule I — Summary of Investments — Other Than Investments in Related Parties As December 31, 2007



			– Schedule III — Supplementary Insurance Information As of December 31, 2007, 2006 and 2005 and for each of the years then ended



			– Schedule IV — Reinsurance As of December 31, 2007, 2006 and 2005 and for each of the years then ended

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(b) Exhibits:



(1	)	Resolution of Board of Directors of the Depositor (filed with the Commission on 06/07/04)



(3a	)	Distribution Agreement (filed with the Commission on 01/04/05)



(3b	)	Selling Agreement (filed with the Commission on 06/07/04)



(4a	)	Form of Variable Annuity Contract (filed with the Commission on 06/07/04)



(4b	)	Amendment to Enhanced Death Benefit Rider (filed with the Commission on 04/27/06)



(4c	)	Amendment to Fixed Account Endorsement (filed with the Commission on 04/27/06)



(4d	)	Amendment to Fixed DCA Account Endorsement (filed with the Commission on 04/27/06)



(4e	)	Amendment to GMWB Rider (filed with the Commission on 04/27/06)



(4f	)	Amendment to Contract Data Page (filed with the Commission on 04/27/06)



(4g	)	Amendment to Partial Annuitization Endorsement (filed with the Commission on 04/27/06)



(4h	)	Amendment to Premium Payment Credit Rider (filed with the Commission on 04/27/06)



(4i	)	Form of Specimen Guaranteed Minimum Withdrawal Benefit 2 — Joint Life Rider (filed with the Commission on 05/01/08)



(4j	)	Form of Specimen Guaranteed Minimum Withdrawal Benefit 2 — Single Life Rider (filed with the Commission on 05/01/08)



(5	)	Form of Variable Annuity Application (filed with the Commission on 06/07/04)



(6a	)	Articles of Incorporation of the Depositor (filed with the Commission on 06/07/04)



(6b	)	Bylaws of Depositor (filed with the Commission on 06/07/04)



(8a1	)	Participation Agreement with AIM Variable Insurance Funds, as amended (filed with the Commission on 05/01/08)



(8a2	)	Distribution Agreement with AIM Variable Insurance Funds (filed with the Commission on 05/01/08)



(8a3	)	Rule 22c-2 Agreement with AIM Variable Insurance Funds (filed with the Commission on 05/01/08)



(8a4	)	Administrative Services Agreement with AIM Variable Insurance Funds (filed with the Commission on 05/01/08)



(8b1	)	Participation Agreement with AllianceBernstein Variable Products Series Fund, as amended (filed with the Commission on 05/01/08)



(8b3	)	Administrative Services Agreement with AllianceBernstein Variable Products Series Fund (filed with the Commission on 05/01/08)



(8b4	)	Rule 22c-2 Agreement with AllianceBernstein Variable Products Series Fund (filed with the Commission on 05/01/08)



(8c1	)	Shareholder Services Agreement with American Century Investment Management, Inc., as amended (filed with the Commission on 05/01/08)



(8c2	)	Rule 22c-2 Agreement with American Century Investment Management, Inc. (filed with the Commission on 05/01/08)



(8d1	)	Participation Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on 05/01/08)



(8d2	)	Administrative Services Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on 05/01/08)



(8d3	)	Rule 12b-1 Agreement with Dreyfus Investment Portfolios, as amended (filed with the Commission on 05/01/08)



(8e1	)	Amended & Restated Participation Agreement with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8e2	)	Distribution Agreement with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8e3	)	Service Agreement dated 8-2-1999 with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8e4	)	Service Agreement dated 2-29-2000 with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8e5	)	Service Agreement dated 3-26-2002 with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8e6	)	Rule 22c-2 Agreement with Fidelity Variable Insurance Products Fund (filed with the Commission on 05/01/08)



(8f1	)	Participation Agreement with Goldman Sachs Variable Insurance Trust (filed with the Commission on 05/01/08)



(8f2	)	Administrative Services Agreement with Goldman Sachs Variable Insurance Trust (filed with the Commission on 05/01/08)



(8f3	)	Rule 22c-2 Agreement with Goldman Sachs Variable Insurance Trust (filed with the Commission on 05/01/08)



(8g1	)	Participation Agreement with Neuberger Berman Advisers Management Trust, as amended (filed with the Commission on 05/01/08)



(8g2	)	Distribution & Administrative Services Agreement with Neuberger Berman Advisers Management Trust (filed with the Commission on 05/01/08)



(8g3	)	Rule 22c-2 Agreement with Neuberger Berman Advisers Management Trust (filed with the Commission on 05/01/08)



(8h1	)	Form of Participation Agreement with Principal Variable Contract Funds, Inc. (filed with the Commission on 05/01/08)



(8h2	)	Form of Rule 22c-2 Agreement with Principal Variable Contract Funds, Inc. (filed with the Commission on 05/01/08)



(8i1	)	Participation Agreement with T. Rowe Equity Series Inc., as amended (filed with the Commission on 05/01/08)



(8i2	)	Rule 12b-1 Agreement with T. Rowe Equity Series Inc. (filed with the Commission on 05/01/08)



(8i3	)	Rule 22c-2 Agreement with T. Rowe Equity Series Inc. (filed with the Commission on 05/01/08)



(8i4	)	Participation Agreement with T. Rowe Equity Series Inc., as amended (filed with the Commission on 05/01/08)



(9	)	Opinion of Counsel (filed with the Commission on 01/04/05)



(10a	)	Consent of E&Y LLP (filed with the Commission on 05/01/08)



(10b	)	Powers of Attorney (filed with the Commission on 02/29/08)



(11	)	Financial Statement Schedules (filed with the Commission on 05/01/08)

DIRECTORS:


Name and Principal Business Address		Positions and Offices
Betsy J. Bernard		Director
40 Shalebrook Drive		Chair, Nominating and Governance Committee and Member,
Morristown, NJ 07960		Executive Committee

Jocelyn Carter-Miller		Director
TechEd Ventures		Member, Nominating and Governance Committee
3020 NW 33rd Avenue
Lauderdale Lakes, FL 33311

Gary E. Costley		Director
C & G Capital and Management, LLC		Member, Human Resources Committee
257 Barefoot Beach Boulevard, Ste 404
Bonita Springs, FL 34134

Michael T. Dan		Director
The Brink’s Company		Member, Human Resources Committee
1801 Bayberry Court
Richmond, VA 23226

C. Daniel Gelatt, Jr.		Director
NMT Corporation		Member, Executive Committee and Audit Committee
2004 Kramer Street
La Crosse, WI 54603

J. Barry Griswell		Director
The Principal Financial Group		Chairman of the Board and Chair, Executive Committee
Des Moines, IA 50392		Principal Life: Chairman

Sandra L. Helton		Director
1040 North Lake Shore Drive #26A		Member, Audit Committee
Chicago, IL 60611

William T. Kerr		Director
Meredith Corporation		Member, Executive Committee and Chair, Human Resources Committee
1716 Locust St.
Des Moines, IA 50309-3023

Richard L. Keyser		Director
W.W. Grainger, Inc.		Member, Nominating and Governance Committee
100 Grainger Parkway
Lake Forest, IL 60045-5201

Arjun K. Mathrani		Director
176 East 71st Street, Apt. 9-F		Chair, Audit Committee
New York, NY 10021


Name and Principal Business Address		Positions and Offices
Elizabeth E. Tallett		Director
Hunter Partners, LLC		Member, Executive and Human Resources Committee
12 Windswept Circle
Thornton, NJ 03285

Therese M. Vaughan		Director
Drake University		Member, Audit Committee
2507 University Avenue
Des Moines, Iowa 50311

Larry D. Zimpleman		Director
The Principal Financial Group		Principal Life: President and Chief Executive Officer
Des Moines, IA 50392

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):


Name and Principal Business Address*		Positions and Offices
John Edward Aschenbrenner		President, Insurance and Financial Services

Craig L. Bassett		Vice President and Treasurer

Gregory J. Burrows		Senior Vice President Retirement & Investor Services

Ronald L. Danilson		Senior Vice President Retirement and Investor Services

Gregory B. Elming		Senior Vice President and Controller

Ralph Craig Eucher		Senior Vice President Human Resources, Corporate Services & Retirement And Investor Services

Nora Mary Everett		Senior Vice President Retirement and Investor Services

Michael Harry Gersie		Executive Vice President and Chief Financial Officer

Thomas John Graf		Senior Vice President Investor Relations

Joyce Nixson Hoffman		Senior Vice President and Corporate Secretary

Daniel Joseph Houston		President Retirement and Investor Services

G. David Shafer		Senior Vice President Health

Ellen Zislin Lamale		Senior Vice President and Chief Risk Officer

Julia Marie Lawler		Senior Vice President and Chief Investment Officer

Terrance Joseph Lillis		Senior Vice President and Chief Financial Officer


Name and Principal Business Address		Positions and Offices
James Patrick McCaughan		President, Global Asset Management

Timothy Jon Minard		Senior Vice President Retirement Distribution

Mary Agnes O’Keefe		Senior Vice President and Chief Marketing Officer

Gary Paul Scholten		Senior Vice President and Chief Information Officer

Karen Elizabeth Shaff		Executive Vice President and General Counsel

Norman Raul Sorensen		Executive Vice President International Asset Accumulation

Deanna Dawnette Strable		Senior Vice President Individual Life and Specialty Benefits

Larry D. Zimpleman		President and Chief Executive Officer



*		Address for all of the Executive Officers is: The Principal Financial Group; Des Moines, IA 50392

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Registrant is a separate account of Principal Life Insurance Company (the “Depositor”) and is operated as a unit investment trust. Registrant supports benefits payable under Depositor’s variable annuity contracts by investing assets allocated to various investment options in shares of Principal Variable Contracts Funds, Inc. (f/k/a Principal Variable Contracts Fund, Inc.) and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the “series” type. No person is directly or indirectly controlled by the Registrant.

The Depositor is wholly owned by Principal Financial Services, Inc. Principal Financial Services, Inc. (an Iowa corporation) is an intermediate holding company organized pursuant to Section 512A.14 of the Iowa Code. In turn, Principal Financial Services, Inc. is a wholly owned subsidiary of Principal Financial Group, Inc., a publicly traded company that files consolidated financial statements with the SEC. A list of persons directly or indirectly controlled by or under common control with Depositor as of December 31, 2007 appears below.

None of the companies listed in such organization chart is a subsidiary of the Registrant; therefore, only the separate financial statements of Registrant and the consolidated financial statements of Depositor are being filed with this registration statement.

Principal Life Insurance Company — Organizational Structure


		Percentage of
		Ownership by
	Jurisdiction of	its
	Incorporation or	Immediate
PRINCPAL FINANCIAL GROUP, INC^D	Organization	Parent
	Delaware
àPrincipal Financial Services, Inc.^§Ñ	Iowa		100
àPrincor Financial Services Corporation^§Ñ	Iowa		100
àPFG DO Brasil LTDA^§Ñ	Brazil		46
àBrasilprev Seguros E Previdencia S.A.^§Ñ	Brazil		100
àPrincipal International, Inc.^§Ñ	Iowa		100

àPrincipal International (Asia) Limited^§Ñ	Hong Kong		100

àPrincipal Global Investors (Asia) Limited^§Ñ	Hong Kong		100

àPrincipal Nominee Company (Hong Kong) Limited^§Ñ	Hong Kong		100


		Percentage of
		Ownership by
	Jurisdiction of	its
	Incorporation or	Immediate
PRINCPAL FINANCIAL GROUP, INC^D	Organization	Parent
	Delaware
àPrincipal Asset Management Company (Asia) Limited^§Ñ	Hong Kong		100

à Principal Fund Management (Hong Kong) Limited^§Ñ	Hong Kong		100

àPrincipal Insurance Company (Hong Kong) Limited^§Ñ	Hong Kong		100

àPrincipal Trust Company(Asia) Limited^§Ñ	Hong Kong		100
àPrincipal Mexico Compania de Seguros, S.A. de C.V.^§Ñ	Mexico		100
àPrincipal Pensiones, S.A. de C.V.^§Ñ	Mexico		100
àPrincipal Afore, S.A. de C.V.^§Ñ	Mexico		100
àPrincipal Siefore, S.A. de C.V.^§Ñ	Mexico		100
àPrincipal Mexico Servicios, S.A. de C.V.^§Ñ	Mexico		100
àDistribuidora Principal Mexico, S.A. de C.V.^§Ñ	Mexico		100
àPrincipal Fondos de Inversion S.A. De C.V.^§Ñ	Mexico		100
àPrincipal Consulting (India) Private Limited^§Ñ	India		100
àPrincipal International Mexico Holding, S.A. De C.V.^§Ñ	Mexico		100
àPrincipal Mexico Holdings, S.A. De C.V.^§Ñ	Mexico		100
àJF Molloy & Associates^§Ñ	Indiana		100
àMolloy Medical Management Company, Inc.^§Ñ	Indiana		100
àPrincipal Wellness Company^§Ñ	Indiana		100
àPrincipal Health Insurance Company^§Ñ	Iowa		100
àPrincipal Global Investors Holding Company, Inc.^§Ñ	Delaware		100
àPrincipal Global Investors (Ireland) Limited^§Ñ	Ireland		100
àPrincipal Global Investors (Europe) Limited^§Ñ	United Kingdom		100
àPrincipal Global Investors (Singapore) Limited^§Ñ	Singapore		100
àPrincipal Global Investors (Japan) Limited^§Ñ	Japan		100
àPrincipal Financial Group (Mauritius) Ltd.^§Ñ	Mauritius		100
àPrincipal PNB Asset Management Company Private Limited^§Ñ	India		100
àPrincipal Trustee Company Private Limited^§Ñ	India		100
àPNB Principal Financial Planners Private Limited^§Ñ	India		100
àPNB Principal Insurance Advisory Company Private Limited^§Ñ	India		26
àPrincipal PNB Life Insurance Company Limited^§Ñ	India		26


		Percentage of
		Ownership by
	Jurisdiction of	its
	Incorporation or	Immediate
PRINCPAL FINANCIAL GROUP, INC^D	Organization	Parent
àPrincipal Life Insurance Company^¨Ñ	Iowa		100
àPrincipal Real Estate Fund Investors, LLC^§Ñ©	Delaware		100
àPrincipal Global Investors, LLC^§Ñ©	Delaware		100
àPrincipal Global Columbus Circle, LLC^§Ñ©	Delaware		100
àPost Advisory Group, LLC^§Ñ©	Delaware		100
àPrincipal Enterprise Capital, LLC^§Ñ©	Delaware		100
àPrincipal Commercial Acceptance, LLC^§Ñ©	Delaware		100
àPrincipal Real Estate Investors, LLC^§Ñ©	Delaware		100
àPrincipal Commercial Funding, LLC^§Ñ©	Delaware		100
àPrincipal Global Investors Trust^§Ñ©	Delaware		100
àSpectrum Asset Management, Inc.^§Ñ©	Connecticut		100
àCCIP, LLC^§Ñ©	Delaware		70
àColumbus Circle Investors^§Ñ©	Connecticut		100
àPrincipal Reinsurance Company of Vermont^§Ñ©	Vermont		100


		Percentage of
		Ownership by
	Jurisdiction of	its
	Incorporation or	Immediate
PRINCPAL FINANCIAL GROUP, INC^D	Organization	Parent
àPrincipal Development Investors, LLC^§Ñ©	Delaware		100
àPrincipal Holding Company^§Ñ©	Iowa		100
àPrincipal Generation Plant, LLC^§Ñ©	Delaware		100
àPrincipal Bank^§Ñ©	OTS		100
àPetula Associates, Ltd.^§Ñ©	Iowa		100
àEquity FC, Ltd.^§Ñ©	Iowa		100
àPrincipal Health Care, Inc^§Ñ©	Iowa		100
àPrincipal Real Estate Portfolio, Inc.^§Ñ©	Delaware		100
àPetula Prolix Development Company^§Ñ©	Iowa		100
àPrincipal Dental Services, Inc.^§Ñ©	Arizona		100
àEmployers Dental Services, Inc.^§Ñ©	Arizona		100
àDelaware Charter Guarantee & Trust Company^§Ñ©	Delaware		100
àProfessional Pensions, Inc.^§Ñ©	Connecticut		100
àBenefit Fiduciary Corporation^§Ñ©	Rhode Island		100
àBoston Insurance Trust, Inc.^§Ñ©	Massachusetts		100
àPreferred Product Network, Inc.^§Ñ©	Delaware		100
àHealthRisk Resource Group, LLC^§Ñ©	Iowa		100
àPrincipal Real Estate Holding Company, LLC^§Ñ©	Delaware		100
àPrincipal Financial Services (Australia), Inc.^§Ñ	Iowa		100
àPrincipal Global Investors (Australia) Service Company Pty Limited^§Ñ	Australia		100
àPrincipal Global Investors (Australia) Limited^§Ñ	Australia		100
àPrincipal Real Estate Investors (Australia) Limited^§Ñ	Australia		100
àPrincipal Capital Global Investors Limited^§Ñ	Australia		100
àPrincipal Financial Group (Australia) Pty Ltd.^§Ñ	Australia		100
àPrincipal Investments (Australia) Limited^§Ñ	Delaware		100
àPrincipal Australia (Holdings) Pty Limited^§Ñ	Australia		100
àCIMB — Principal Asset Management Berhad^§Ñ	Malaysia		40
àPrincipal International Holding Company, LLC^§Ñ	Delaware		100
àPrincipal Management Corporation^§Ñ	Iowa		100
àPrincipal Financial Advisors, Inc. ^§Ñ	Iowa		100
àPrincipal Shareholder Services, Inc.^§Ñ	Washington		100
àEdge Asset Management, Inc. ^§Ñ	Washington		100
àPrincipal Funds Distributor, Inc.^§Ñ	Washington		100
àPrincipal Global Services Private Limited^§Ñ	India		100
àCCB Principal Asset Management Company, Ltd.^§Ñ	China		25
àPrincipal International de Chile, S.A.^§Ñ	Chile		100
àPrincipal Compania de Seguros de Vida Chile S.A.^§Ñ	Chile		100
àPrincipal Administradora General De Fondos S.A.^§Ñ	Chile		100
àPrincipal Creditos Hipotecarios, S.A.^§Ñ	Chile		100
àPrincipal Asset Management S.A.^§Ñ	Chile		100
àPrincipal Servicios Corporativos Chile LTDA^§Ñ	Chile		100


^D		Consolidated financial statements are filed with SEC.

^§		Not required to file financial statements with the SEC.

^Ñ		Included in the consolidated financial statements of Principal Financial Group, Inc. filed with the SEC.

^¨		Separate financial statements are filed with SEC.

^©		Included in the financial statements of Principal Life Insurance Company filed with the SEC.

ITEM 27. NUMBER OF CONTRACTOWNERS — AS OF: JULY 31, 2008


	Number of Plan		Number of
Title of Class	Participants		Contractowners
BFA Variable Annuity Contracts		39		6
Pension Builder Contracts		177		112
Personal Variable Contracts		385		27
Premier Variable Contracts		1689		59
Principal Variable Annuity Contract		45,475		45,475
Freedom Variable Annuity Contract		1835		1835
Freedom 2 Variable Annuity Contract		346		346
Investment Plus Variable Annuity Contract		19,856		19,856

ITEM 28. INDEMNIFICATION

Sections 490.851 through 490.859 of the Iowa Business Corporation Act permit corporations to indemnify directors and officers where (A) all of the following apply: the director or officer (i) acted in good faith; (ii) reasonably believed that (a) in the case of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the corporation or (b) in all other cases, that the individual’s conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful; and (B) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation’s articles of incorporation.

Unless ordered by a court pursuant to the Iowa Business Corporation Act, a corporation shall not indemnify a director or officer in either of the following circumstances: (A) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct (above) or (B) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director receive a financial benefit to which he or she was not entitled, whether or not involving action in the director’s official capacity.

Registrant’s By-Laws provide that it shall indemnify directors and officers against damages, awards, settlements and costs reasonably incurred or imposed in connection with any suit or proceeding to which such person is or may be made a party by reason of being a director or officer of the Registrant. Such rights of indemnification are in addition to any rights to indemnity to which the person may be entitled under Iowa law and are subject to any limitations imposed by the Board of Directors. The Board has provided that certain procedures must be followed for indemnification of officers, and that there is no indemnity of officers when there is a final adjudication of liability based upon acts which constitute gross negligence or willful misconduct.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

	(a)		Other Activity


			Princor Financial Services Corporation acts as principal underwriter for variable life insurance contracts issued by Principal Life Insurance Company Variable Life Separate Account, a registered unit investment trust. Princor Financial Services Corporation also acts as principal underwriter for variable annuity contracts participating in Principal Life Insurance Company Separate Account B, a registered unit investment trust, and for Class J shares, Institutional Class shares, R-1 Class shares, R-2 Class shares, R-3 Class shares, R-4 Class shares, and R-5 Class shares of Principal Funds, Inc. (f/k/a/ Principal Investors Fund, Inc.)


	(b)		Management


(b1) Name and principal business address		(b2) Positions and offices with principal underwriter
Lindsay L. Amadeo		Director — Marketing Communications
The Principal Financial Group
Des Moines, IA 50392

John E. Aschenbrenner		Director
The Principal Financial Group
Des Moines, IA 50392

Deborah J. Barnhart		Director — Distribution (PPN)
The Principal Financial Group
Des Moines, IA 50392

Patricia A. Barry		Assistant Corporate Secretary
The Principal Financial Group
Des Moines, IA 50392

Craig L. Bassett		Treasurer
The Principal Financial Group
Des Moines, IA 50392

Michael J. Beer		President and Director
The Principal Financial Group
Des Moines, IA 50392

Lisa Bertholf		Director — Marketing
The Principal Financial Group
Des Moines, IA 50392

Tracy W. Bollin		Assistant Controller
The Principal Financial Group
Des Moines, IA 50392

David J. Brown		Senior Vice President
The Principal Financial Group
Des Moines, IA 50392

Jill R. Brown		Senior Vice President and Chief Financial Officer
The Principal Financial Group		Senior Vice President and Chief Financial Officer
Des Moines, IA 50392

Bret J. Bussanmas		Vice President — Distribution
The Principal Financial Group
Des Moines, IA 50392


(b1) Name and principal business address		(b2) Positions and offices with principal underwriter
P. Scott Cawley		Product Marketing Officer
The Principal Financial Group
Des Moines, IA 50392

Ralph C. Eucher		Director
The Principal Financial Group
Des Moines, IA 50392

Stephen G. Gallaher		Assistant General Counsel
The Principal Financial Group
Des Moines, IA 50392

Ernest H. Gillum		Vice President
The Principal Financial Group
Des Moines, IA 50392

Michael Harkin		Marketing Officer
The Principal Financial Group
Des Moines, IA 50392

Robyn Hinders		Director — Mutual Fund Operations
The Principal Financial Group
Des Moines, IA 50392

Joyce N. Hoffman Sr.		Vice President and Corporate Secretary
The Principal Financial Group
Des Moines, IA 50392

Ann Hudson		Compliance Officer
The Principal Financial Group
Des Moines, IA 50392

Patrick A. Kirchner		Counsel
The Principal Financial Group
Des Moines, IA 50392

Peter R. Kornweiss		Vice President
The Principal Financial Group
Des Moines, IA 50392

Julie LeClere		Director — Marketing and Recruiting
The Principal Financial Group
Des Moines, IA 50392

Sarah J. Pitts		Counsel
The Principal Financial Group
Des Moines, IA 50392


(b1) Name and principal business address		(b2) Positions and offices with principal underwriter
David L. Reichart		Senior Vice President
The Principal Financial Group
Des Moines, IA 50392

Martin R. Richardson		Vice President — Broker Dealer Operations
The Principal Financial Group
Des Moines, IA 50392

Michael D. Roughton		Senior Vice President and Associate General Counsel
The Principal Financial Group		Senior Vice President and Associate General Counsel
Des Moines, IA 50392

Adam U. Shaikh		Counsel
The Principal Financial Group
Des Moines, IA 50392

Norman Sue		Compliance Officer
The Principal Financial Group
Des Moines, IA 50392

Traci L. Weldon		Vice President/Chief Compliance Officer
The Principal Financial Group
Des Moines, IA 50392

Beth Wilson		Vice President
The Principal Financial Group
Des Moines, IA 50392

Larry D. Zimpleman		President/Chief Executive Officer
The Principal Financial Group
Des Moines, IA 50392

(c) Compensation from the Registrant

(3)

Compensation

on Events

Occasioning

the Deduction of

(2)

(4)

(1)

Net Underwriting

Deferred Sales

Brokerage

(5)

Name of Principal Underwriter

Discounts & Commissions

Load

Commissions

Compensation

Princor Financial Services Corporation

30,652,824.68

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books or other documents of the Registrant are located at the offices of the Depositor, The Principal Financial Group, Des Moines, Iowa 50392.

ITEM 31. MANAGEMENT SERVICES

N/A

ITEM 32. UNDERTAKINGS

The Registrant undertakes that in restricting cash withdrawals from Tax Sheltered Annuities to prohibit cash withdrawals before the Participant attains age 59 1/2, separates from service, dies, or becomes disabled or in the case of hardship, Registrant acts in reliance
of SEC No Action Letter addressed to American Counsel of Life Insurance (available November 28, 1988). Registrant further undertakes that:

1.		Registrant has included appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in its registration statement, including the prospectus, used in connection with the offer of the contract;

2.		Registrant will include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract;

3.		Registrant will instruct sales representatives who solicit Plan Participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential Plan Participants; and

4.		Registrant will obtain from each Plan Participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the Plan Participant’s understanding of (a) the restrictions on redemption imposed by Section 403(b)(11), and (b) the investment alternatives available under the employer’s Section 403(b) arrangement, to which the Plan Participant may elect to transfer his contract value.

FEE REPRESENTATION

Principal Life Insurance Company represents the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Principal Life Insurance Company Separate Account B, has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned thereto duly authorized, and its seal to be hereunto affixed and attested, in the City of Des Moines and State of Iowa, on the 29th day of August, 2008.



PRINCIPAL LIFE INSURANCE COMPANY SEPARATE ACCOUNT B
		Registrant



By		/s/ Larry D. Zimpleman Larry D. Zimpleman, President and Chief Executive Officer


By:		PRINCIPAL LIFE INSURANCE COMPANY (Depositor)


By		/s/ Larry D. Zimpleman Larry D. Zimpleman, President and Chief Executive Officer


Attest:

		/s/ Joyce N. Hoffman Joyce N. Hoffman, Senior Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date
/s/ J. B. Griswell	Chairman of the Board and Chair,	08/29/08
J. B. Griswell	Executive Committee

/s/ G. B. Elming	Senior Vice President and Controller	08/29/08
G. B. Elming	(Principal Accounting Officer)

/s/ M. H. Gersie	Executive Vice President	08/29/08
M. H. Gersie

(B. J. Bernard)*	Director	08/29/08
B. J. Bernard

(J. Carter-Miller)*	Director	08/29/08
J. Carter-Miller

(G. E. Costley)*	Director	08/29/08
G. E. Costley