Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Dunbar Timothy Mark
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013		 3. Issuer Name and Ticker or Trading Symbol
PRINCIPAL FINANCIAL GROUP INC [PFG]
(Last)
(First)
(Middle)
711 HIGH STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Investment Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DES MOINES, IA 50392		 6. 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 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 45,593 (1)
D
 
Common Stock 114
I
By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option (Right to Buy) 02/25/2006 02/25/2013 Common Stock 4,930 $ 27.57 D  
Employee Stock Option (Right to Buy) 02/24/2007 02/24/2014 Common Stock 4,280 $ 36.3 D  
Employee Stock Option (Right to Buy) 11/12/2007 11/12/2014 Common Stock 685 $ 38.74 D  
Employee Stock Option (Right to Buy) 02/28/2008 02/28/2015 Common Stock 8,745 $ 39.02 D  
Employee Stock Option (Right to Buy) 02/27/2009 02/27/2016 Common Stock 8,275 $ 49.25 D  
Employee Stock Option (Right to Buy) 02/26/2010 02/26/2017 Common Stock 7,925 $ 62.63 D  
Employee Stock Option (Right to Buy) 02/26/2011 02/26/2018 Common Stock 19,905 $ 60.1 D  
Employee Stock Option (Right to Buy) 02/24/2012 02/24/2019 Common Stock 17,704 $ 11.07 D  
Employee Stock Option (Right to Buy)   (2) 02/23/2020 Common Stock 11,400 $ 22.21 D  
Employee Stock Option (Right to Buy)   (3) 02/28/2021 Common Stock 11,125 $ 34.26 D  
Employee Stock Option (Right to Buy)   (4) 02/27/2022 Common Stock 15,685 $ 27.46 D  
Phantom Stock Units   (5)   (5) Common Stock 4,083 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dunbar Timothy Mark
711 HIGH STREET
DES MOINES, IA 50392		       SVP & Chief Investment Officer  

Signatures

Timothy M. Dunbar 01/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 2,919 shares acquired pursuant to the Principal Financial Group, Inc. Employee Stock Purchase Plan.
(2) The options vest in three equal annual installments beginning February 23, 2011.
(3) The options vest in three equal annual installments beginning February 28, 2012.
(4) The options vest in three equal annual installments beginning February 27, 2013.
(5) Acquired pursuant to the Principal Financial Group, Inc. Select Savings Excess Plan and may be transferred at any time into another investment alternative under that plan. Interests under the plan will be settled upon the reporting person's retirement or other termination of service.
(6) Security converts to common stock on a one-for-one basis.

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