X0201 42003-08-27 0001126328 PRINCIPAL FINANCIAL GROUP INC PFG 0001235474 MATHRANI ARJUN K 711 HIGH STREET DES MOINES IA 50392 1000Phantom Stock Units2003-08-274A020530.69ACommon Stock205911DSecurity converts to common stock on a one-for-one basis.The reported phantom stock units were acquired pursuant to the Principal Deferred Compensation Plan for Non-Employee Directors and will be settled on the reporting person's retirement.Joyce N. Hoffman, by Power of Attorney2003-08-29