U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 24F-2

Annual Notice of Securities Sold

Pursuant to Rule 24f-2

1	Name and Address of Issuer:
	Principal Life Insurance Company Separate Account B
	The Principal Financial Group
	Des Moines, IA 50392-2080
2	The name of each series or class of securities for which this Form is filed (If the Form is being filed
	for all series and classes of securities of the issues, check the box but do not list series or classes):

X

3	Investment Company Act File Number:	811-02091
	Securities Act File Number:	02-37988, 02-78001, 33-74232, 33-44670, 33-44565,
		333-63401, 333-40254, 333-116220, 333-128079
4 a	Last day of fiscal year for which this notice if filed:
	12/31/2008
4 b	Check this box if this Form is being filed late (i.e., more than 90 calendar days after the end of the
	issuer's fiscal year). (See Instruction A.2)
	N/A
	Note: If the Form is being filed late, interest must be paid on the registration fee due.
4 c	Check box if this is the last time the issuer will be filing this Form.
	N/A
5	Calculation of registration fee:

(i)	Aggregate sale price of securities sold during the		02-37988	$ 282,147
	fiscal year in reliance on rule 24f-2:		02-78001	584,347
			33-44565	2,886,366
			33-44670	16,626,805
			333-63401	17,550,487
			33-74232	578,038,585
			333-40254	261,480,172
			333-116220	1,236,377,035
			333-128079	15,560,206
				2,129,386,150
(ii)	Aggregate price of shares redeemed or	02-37988	$ 144,317
	repurchased during the fiscal year:	02-78001	674,857
		33-44565	3,693,742
		33-44670	18,533,985
		333-63401	30,516,288
		33-74232	688,899,782
		333-40254	246,605,214
		333-116220	536,595,208
		333-128079	6,338,542
			1,532,001,935

(iii)	Aggregate price of shares redeemed or
	repurchased during any prior fiscal year ending no
	earlier than October 11, 1995 that were not
	previously used to reduce registration fees
	payable to the Commission:	0
(iv)	Total available redemption credits
	[Add items 5(ii) and 5(iii)]:		1,532,001,935
(v)	Net Sales - If Item 5(i) is greater than Item 5(iv)
	[subtract Item 5(iv) from Item 5(i)]:		597,384,215
(vi)	Redemption credits available for use in future years
	-- if Item 5(i) is less than Item 5(iv) [subtract Item
	5(iv) from Item 5(i)]"	N/A
(vii)	Multiplier for determining registration fee (See
	Instruction c.9):		0.0000558
(viii)	Registration fee due [Multiply Item 5(v) by Item
	5(vii)] (enter "0" if no fee is due):		33,334.04
6 Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of securities that were
registered under the Securities Act of 1933 pursuant to rule 24e-2 as in effect before [effective
date of rescisision of rule 24e-2], then report the amount of securities (number of shares or
other units) deducted here: ____________. If there is a number of shares or other units that
were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which
this form is filed that are available for use by the issuer in future fiscal years, then state the
number here: ____________.
7 Interest due-if this Form is being filed more than 90 days after the end of the issuer's fiscal year
(see Instruction D):
		+	0
8 Total of the amount of the registration fee due plus any interest due [line 5(viii) plus line 7]:
			33,334.04
9 Date the registration fee and any interest payment was sent to the Commission's
lockbox depository:
03/23/09
Method of Delivery:
X	Wire Transfer
N/A	Mail or other means

THE 24F-2 FEE IS PAID BY 33-44565.
	Signature
This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the
dates indicated:
Principal Life Insurance Company Separate Account B
By	/s/ Joyce N. Hoffman
	Joyce N. Hoffman
	Senior Vice President and Corporate Secretary
Date:	23rd day of March, 2009