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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Houston Daniel Joseph
(Last) (First) (Middle)
711 HIGH STREET
(Street)
DES MOINES IA 50392
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2006 		3. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [ PFG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP, Ret. & Invst. Svcs.
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 19,656(1) D
Common Stock 2,295 I By 401(k) Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (2) (2) Common Stock 1,064 (3) D
Employee Stock Option (Right to Buy) 04/29/2005 04/29/2012 Common Stock 13,515 27.48 D
Employee Stock Option (Right to Buy) 02/25/2006 02/25/2013 Common Stock 33,915 27.57 D
Employee Stock Option (Right to Buy) (4) 02/24/2014 Common Stock 31,110 36.3 D
Employee Stock Option (Right to Buy) (5) 02/28/2015 Common Stock 44,895 39.02 D
Employee Stock Option (Right to Buy) (6) 02/27/2016 Common Stock 20,575 49.25 D
Performance Units (7) (7) Common Stock 16,212 (3) D
Explanation of Responses:
1. Includes 2,847 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan and 8,109 restricted stock units granted pursuant to the Principal Financial Group, Inc. Stock Incentive Plan.
2. The reported phantom stock units were acquired pursuant to the Principal Select Savings Excess Plan and may be transferred at any time into another investment alternative under the Plan. Interests under the Plan will be settled upon the reporting person's retirement or other termination of service.
3. Security converts to common stock on a one-for-one basis.
4. The option vests in three equal annual installments beginning February 24, 2005.
5. The option vests in three equal annual installments beginning February 28, 2006.
6. The option vests in three equal annual installments beginning February 27, 2007.
7. The performance units were acquired pursuant to the Principal Financial Group, Inc. Long-Term Performance Plan. Units under the Plan will be settled in cash or stock within a five-year period from the date of vesting.
Remarks:
Joyce N. Hoffman 05/25/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
Michael  H.  Gersie,  Karen E.  Shaff  and Joyce N.  Hoffman,  and each of them,
individually, the undersigned's true and lawful attorney-in-fact to:

(1)    execute  for  and on  behalf  of the  undersigned,  in the  undersigned's
       capacity as a  beneficial  owner of  securities  of  Principal  Financial
       Group,  Inc.  (the  "Company's"),  Schedules  13D  (including  amendments
       thereto)  and  Forms 3, 4 and 5 in  accordance  with  Section  13(d)  and
       Section 16(a),  respectively,  of the Securities Exchange Act of 1934 and
       the rules  thereunder  and any joint  filing  agreement  pursuant to Rule
       13d-1(k)(1)(iii);

(2)    do and  perform  any and all acts for and on  behalf  of the  undersigned
       which may be  necessary  or  desirable  to complete  and execute any such
       Schedule 13D (or amendment), Form 3, 4 or 5 or joint filing agreement and
       timely file such schedule or form with the United States  Securities  and
       Exchange Commission and any appropriate national securities exchange; and

(3)    take any  other  action of any type  whatsoever  in  connection  with the
       foregoing which, in the opinion of each such attorney-in-fact,  may be of
       benefit  to,  in the best  interest  of,  or  legally  required  by,  the
       undersigned, it being understood that the documents executed by each such
       attorney-in-fact  on behalf of the undersigned  pursuant to this Power of
       Attorney  shall  be in  such  form  and  shall  contain  such  terms  and
       conditions as he may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact  power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper  to be  done in the  exercise  of any of the  rights  and  powers  herein
granted,  as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation,  hereby
ratifying and confirming all that each such attorney-in-fact,  or his substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned  acknowledges
that each such  attorney-in-fact  is serving in such  capacity at the request of
the  undersigned,  is not  assuming,  nor is the  Company  assuming,  any of the
undersigned's responsibilities to comply with Section 13(d) or Section 16 of the
Securities Exchange act of 1934.

The  Power  of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned is no longer  required to file  Schedules  13(d) or Forms 3, 4 and 5
with respect to the  undersigned's  holdings of and  transactions  in securities
issued by the Company,  unless  earlier  revoked by the  undersigned in a signed
writing delivered to each such attorney-in-fact.

From and after the date hereof, any Power of Attorney  previously granted by the
undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of this 22nd day of May, 2006.


                                               /S/ DANIEL J. HOUSTON
                                               ---------------------------------
                                               Name:  Daniel J. Houston