X0201 42003-12-05 0001126328 PRINCIPAL FINANCIAL GROUP INC PFG 0001196954 MCCAUGHAN JAMES P 711 HIGH STREET DES MOINES IA 50392 0100Executive Vice PresidentPhantom Stock Units2003-12-054A031.3233.77ACommon Stock31.323454.44DSecurity converts to common stock on a one-for-one basis.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.Joyce N. Hoffman, by Power of Attorney2003-12-09