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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Eucher Ralph Craig
2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2013
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)
EVP - HR & Corp Svcs
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 36,838
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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) 02/28/2008 02/28/2015 Common Stock 13,265 $ 39.02 D  
Employee Stock Option (Right to Buy) 02/27/2009 02/27/2016 Common Stock 9,480 $ 49.25 D  
Employee Stock Option (Right to Buy) 02/26/2010 02/26/2017 Common Stock 7,335 $ 62.63 D  
Employee Stock Option (Right to Buy) 02/26/2011 02/26/2018 Common Stock 10,320 $ 60.1 D  
Employee Stock Option (Right to Buy) 05/19/2011 05/19/2018 Common Stock 5,775 $ 56.42 D  
Employee Stock Option (Right to Buy) 02/23/2013 02/23/2020 Common Stock 20,260 $ 22.21 D  
Employee Stock Option (Right to Buy)   (1) 02/28/2021 Common Stock 14,995 $ 34.26 D  
Employee Stock Option (Right to Buy)   (2) 02/27/2022 Common Stock 21,250 $ 27.46 D  
Employee Stock Option (Right to Buy)   (3) 02/25/2023 Common Stock 33,900 $ 30.7 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eucher Ralph Craig
711 HIGH STREET
DES MOINES, IA 50392
      EVP - HR & Corp Svcs  

Signatures

By Ralph Craig Eucher 03/19/2013
**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) The options vest in three equal annual installments beginning February 28, 2012.
(2) The options vest in three equal annual installments beginning February 27, 2013.
(3) The options vest in three equal annual installments beginning February 25, 2014.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.