10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission file number 333-110499-52

Principal Life Income Fundings Trust 2004-45

(by Principal Life Insurance Company as depositor)

(Exact name of registrant as specified in its charter)

Iowa
(State or other jurisdiction of
incorporation or organization) 42-0127290
(I.R.S. Employer Identification No.)

Principal Life Income Fundings Trust 2004-45
c/o Principal Life Insurance Company, as depositor
711 High Street
Des Moines, Iowa 50392-0001
(515) 247-5111
(Address of principal executive offices)

Registrant’s telephone number, including area code: (515) 247-5111

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I
	Item 3. Legal Proceedings.
	Item 4. Submission of Matters to a Vote of Security Holders.
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PART III
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	Item 13. Certain Relationships and Related Transactions.
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
SIGNATURES
EXHIBIT INDEX
Section 302 Certification
Annual Statement of Compliance by Citibank, N.A.
Report of Independent Registered Public Accounting Firm

PART I

Item 3. Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is currently no established public trading market for Registrant’s 3.70% Principal^® Life CoreNotes^® due 2008. As of December 31, 2004, there were less than 300 registered holders of the Notes.

“Principal^®” is a registered service mark of Principal Financial Services, Inc. and is used under license.
“CoreNotes^®” is a registered service mark of Merrill Lynch & Co., Inc.

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PART III

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Not applicable.

Item 13. Certain Relationships and Related Transactions.

None.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Exhibit 31.1	Section 302 Certification.
Exhibit 99.1	Principal Life Income Fundings Trust 2004-45 made no payment of interest or principal on its 3.70% Principal® Life CoreNotes® due 2008 during the fiscal year ended December 31, 2004. As such, no Indenture Trustee Reports were prepared or are included in this Annual Report on Form 10-K.
Exhibit 99.2	Annual Statement of Compliance by Citibank, N.A.
Exhibit 99.3	Report of Independent Registered Public Accounting Firm on Compliance.

The Trust’s assets consist of a Funding Agreement issued by Principal Life Insurance Company (“Principal Life”) and a Guarantee issued by Principal Financial Group, Inc. (“PFG”) which fully and unconditionally guarantees the payment obligations of Principal Life under the Funding Agreement. PFG is subject to the informational requirements of the Securities Act of 1934, and in accordance with those requirements files periodic and current reports and other information (including financial information) with the Securities and Exchange Commission (“SEC”). You can read and copy any reports or other information PFG files at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of PFG’s documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. PFG’s filings are available to the public from commercial document retrieval services or over the internet at http://www/sec/gov.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PRINCIPAL LIFE INSURANCE COMPANY (Registrant)
Date: March 29, 2005	By:	/s/ Karen A. Pearston
		Name:	Karen A. Pearston
		Title:	Second Vice President and Counsel

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EXHIBIT INDEX

Exhibit
Number	Description
Exhibit 31.1	Section 302 Certification.
Exhibit 99.1	Principal Life Income Fundings Trust 2004-45 made no payment of interest or principal on its 3.70% Principal® Life CoreNotes® due 2008 during the fiscal year ended December 31, 2004. As such, no Indenture Trustee Reports were prepared or are included in this Annual Report on Form 10-K.
Exhibit 99.2	Annual Statement of Compliance by Citibank, N.A.
Exhibit 99.3	Report of Independent Registered Public Accounting Firm on Compliance.

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EX-31.1

Exhibit 31.1—Section 302 Certification

I, Ellen Z. Lamale, certify that:

I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of period included in the year covered by this annual report, of Principal Life Income Fundings Trust 2004-45;

1.	Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
2.	Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar agreement, for inclusion in these reports is included in these reports;
3.	I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar agreement, and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement; and
4.	The reports disclose all significant deficiencies relating to the compliance by the trustee and the depositor with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar agreements, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Ernst and Young and Citibank, N.A.

Date: March 29, 2005

By:	/s/ Ellen Z. Lamale
Name:	Ellen Z. Lamale
Title:	Senior Vice President and Chief Actuary

EX-99.2

Exhibit 99.2

ANNUAL STATEMENT OF COMPLIANCE
Principal Life Income Fundings Trust 2004-45 (the “Trust”)

      I, Nancy H. Forte, a duly elected and acting officer of Citibank, N.A. (“Indenture Trustee”), do hereby certify on behalf of the Indenture Trustee, that:

      1. I have reviewed and examined the performance by the Indenture Trustee of the application of trust money collected by the Indenture Trustee pursuant to Section 5.02 and, if applicable, Section 6.06 of the Indenture pursuant to which the Trust’s notes were issued during the fiscal year ending December 31, 2004 (the “Relevant Year”); and

      2. Based upon my review and examination described in 1 above, and except as provided in the Report of Independent Registered Public Accounting Firm on Compliance, dated March 15, 2005, prepared by the Ernst & Young LLP substantially in accordance with Section 4.05 of the Expense and Indemnity Agreement, to the best of my knowledge, the application of trust money collected by the Indenture Trustee pursuant to Section 5.02 and, if applicable, Section 6.06 of the Indenture was performed in accordance with the terms of the Indenture throughout the Relevant Year.

CITIBANK, N.A., as Indenture Trustee

By:	/s/ Nancy H. Forte
	Name: Nancy H. Forte
	Title: Assistant Vice President
Date:	March 29, 2005

EX-99.3

Exhibit 99.3

Report of Independent Registered Public Accounting Firm on Compliance

The Board of Directors
Principal Financial Group, Inc.
Principal Life Insurance Company

We have examined management’s assertion, included in the accompanying report titled Report of Management on Compliance, that Principal Financial Group, Inc. and Principal Life Insurance Company (collectively, the “Company”) complied with the specified standards identified in Exhibit A to the Report of Management on Compliance (the “specified standards”) with respect to the secured notes issued by Principal Life Income Fundings Trust 2004-45 during the year ended December 31, 2004. Management is responsible for the Company’s compliance with those specified standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the specified standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the specified standards.

In our opinion, management’s assertion that Principal Financial Group, Inc. and Principal Life Insurance Company complied with the aforementioned specified standards during the year ended December 31, 2004, is fairly stated, in all material respects.

/s/ Ernst & Young LLP

Des Moines, Iowa
March 15, 2005

Report of Management on Compliance

I, as a member of management of Principal Financial Group, Inc. and Principal Life Insurance Company (collectively, the “Company”), am responsible for complying with the standards identified in the attached Exhibit A (the “specified standards”) with respect to the secured notes issued by Principal Life Income Fundings Trust 2004-45. I am also responsible for establishing and maintaining effective internal control over compliance with these specified standards. I have performed an evaluation of the Company’s compliance with the specified standards as of December 31, 2004 and for the year then ended. Based on this evaluation, I assert that during the year ended December 31, 2004, the Company complied, in all material respects, with the specified standards.

/s/ Ellen Z. Lamale
Ellen Z. Lamale
Senior Vice President and Chief Actuary

March 15, 2005

Exhibit A
Specified Standards

I. Funding Agreement Payments

Funding agreement payments have been:

1.	calculated according to the terms of the Funding Agreement; and
2.	promptly paid, within two business days of the due date, to the Indenture Trustee at the direction of the appropriate Principal Life Income Fundings Trust.

II. Guarantee Payments in Support of the Payment of Amounts Due on the Funding Agreement

Support of the payment of amounts due on the Funding Agreement, if any, have been:

1.	calculated according to the terms of the Funding Agreement; and
2.	promptly paid, within two business days of the due date, to the Indenture Trustee at the direction of the appropriate Principal Life Income Fundings Trust.

III. Payments Under Indenture

Confirmed that the Indenture Trustee has used the amounts described in I.1. and II.1., if any, to pay, within two business day of the due date, amounts due on the secured notes to the Depository Trust Company in accordance with the terms of the Indenture.