FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL	
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287
Expires: January 31, 2005
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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*
Shaff, Karen E.	2. Issuer Name and Ticker or Trading Symbol
Principal Financial Group, Inc. (PFG)	6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)
Senior Vice President and General Counsel          	
(Last)      (First)     (Middle)
711 High Street
  	3. I.R.S. Identification Number
of Reporting Person, 
if an entity (voluntary) 
  	4. Statement for
Month/Day/Year 
October 11, 2002		
(Street)
Des Moines, IA 50392 		5. If Amendment,
Date of Original
(Month/Day/Year)
 	7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person	
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1. Title of Security
(Instr. 3)	2. Trans-
action 
Date
(Month/ Day/
Year) 	2A. Deemed 
Execution
Date,
if any 
(Month/Day/
Year)	3. Trans-
action Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)	5. Amount of 
Securities 
Beneficially 
Owned Follow-
ing Reported Transactions(s) 
(Instr. 3 & 4)	6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)	7. Nature of Indirect 
Beneficial Ownership
(Instr. 4)	
			Code	V	Amount	(A)
or
(D)	Price				
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 4(b)(v). 

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 control number 	

FORM 4 (continued)	Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	
1. Title of Derivative Security

(Instr. 3)	2. Conver-
sion or 
Exercise 
Price of Derivative Security	3. Trans-
action Date

(Month/
Day/
Year) 	3A. Deemed 
Execution
Date,
if any 
(Month/
Day/
Year)	4. Trans-
action
Code

(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)	6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)	7. Title and Amount of Underlying Securities
(Instr. 3 & 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of
Derivative
Securities
Beneficially
Owned
Following 
Reported Transaction(s) 
(Instr. 4)	10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)	11. Nature of Indirect Beneficial Ownership
(Instr. 4)	
				Code	V	(A)	(D)	Date Exer-cisable	Expira-
tion
Date	Title	Amount or Number of
Shares					
Phantom Stock Units	1 for 1	Oct. 11, 02	 	A(1)	 	41.42	 	 (2)	(2)	Common Stock	41.42	25.49	483.46	D	 	
Explanation of Responses:
(1) Pursuant to 10b5-1 Plan adopted March 25, 2002.
(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.	
 	By: /s/ Joyce N. Hoffman
             Attorney-in-Fact
**Signature of Reporting Person	October 15, 2002
Date 	
**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.