UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2008

 

Principal Life Insurance Company

(Exact name of registrant as specified in its charter)

Iowa		001-32109		42-0127290
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

711 High Street, Des Moines, Iowa		50392-0001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (515) 247-1111

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 9.01.		Financial Statements and Exhibits

The following documents are filed with reference to and are hereby incorporated by reference into the Registration Statement on Form S-3 (File Nos. 333-147181 and 333-147181-01), as amended, of Principal Life Insurance Company and Principal Financial Group, Inc., filed with the Securities and Exchange Commission on November 6, 2007 and amended on November 20, 2007.

(c)

Exhibits

Exhibit 4.1		Omnibus Instrument, dated as of June 25, 2008, relating to Principal Life Income Fundings Trust 39.
Exhibit 4.2		Notes issued by the Trust, dated as of July 2, 2008.
Exhibit 5.1		Opinion of Michael D. Roughton, internal counsel for Principal Life Insurance Company.
Exhibit 5.2		Opinion of Sidley Austin LLP, counsel to Principal Life Insurance Company and Principal Financial Group, Inc.
Exhibit 8		Opinion of Sidley Austin LLP (re: tax matters).
Exhibit 10.1		Funding Agreement issued by Principal Life Insurance Company to the Trust, dated as of July 2, 2008.
Exhibit 10.2		Guarantee issued by Principal Financial Group, Inc., dated as of July 2, 2008.
Exhibit 23.1		Consent of Michael D. Roughton, internal counsel to Principal Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2		Consent of Sidley Austin LLP (included in Exhibit 5.2).
Exhibit 23.3		Consent of Sidley Austin LLP (included in Exhibit 8).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number		Description
Exhibit 4.1		Omnibus Instrument, dated as of June 25, 2008, relating to Principal Life Income Fundings Trust 39.
Exhibit 4.2		Notes issued by the Trust, dated as of July 2, 2008.
Exhibit 5.1		Opinion of Michael D. Roughton, internal counsel for Principal Life Insurance Company.
Exhibit 5.2		Opinion of Sidley Austin LLP, counsel to Principal Life Insurance Company and Principal Financial Group, Inc.
Exhibit 8		Opinion of Sidley Austin LLP (re: tax matters).
Exhibit 10.1		Funding Agreement issued by Principal Life Insurance Company to the Trust, dated as of July 2, 2008.
Exhibit 10.2		Guarantee issued by Principal Financial Group, Inc., dated as of July 2, 2008.
Exhibit 23.1		Consent of Michael D. Roughton, internal counsel to Principal Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2		Consent of Sidley Austin LLP (included in Exhibit 5.2).
Exhibit 23.3		Consent of Sidley Austin LLP (included in Exhibit 8).