X0201 4 2004-01-30 0001126328 PRINCIPAL FINANCIAL GROUP INC PFG 0001126328 PRINCIPAL FINANCIAL GROUP INC 711 HIGH STREET DES MOINES IA 50392 0 0 1 0 0001094589 PRINCIPAL FINANCIAL SERVICES INC 711 HIGH STREET DES MOINES IA 50392 0 0 1 0 0000009712 PRINCIPAL LIFE INSURANCE CO 711 HIGH STREET DES MOINES IA 50392 0 0 1 0 Series D Preferred Convertible Stock 2004-01-30 4 J 0 150000 5.84 A Common Stock 150000 298815 I By Subsidiary Series D Preferred Convertible Stock 2004-01-30 4 J 0 47500 5.32 A Common Stock 47500 346315 I By Subsidiary Series D Preferred Convertible Stock 2004-01-30 4 J 0 8834 10.00 A Common Stock 8834 355149 I By Subsidiary Security converts to Common Stock on a 1-to-10 basis. Series D Preferred Convertible Stock was previously reported to convert to Common Stock on a 1-to-120 basis. A 1-to-12 reverse stock split of the Common Stock was effected on January 9, 2004, impacting the conversion rate for the Series D Preferred Convertible Stock. Acquired in connection with the mandatory conversion of promissory notes and accrued interest payable there on to Series D Preferred Convertible Stock. The number of underlying shares of Common Stock is subject to adjustment for anti-dilution and other matters. Immediately. None. Joyce N. Hoffman, Senior Vice President and Corporate Secretary 2004-02-03