Principal Life Insurance Co Separate Account B
Filed: 24 Apr 12, 12:00am
| April 24, 2012 | |
| VIA EDGAR | |
| Rebecca A. Marquigny, Esq. | |
| Senior Counsel | |
| Office of Insurance Products | |
| Division of Investment Management | |
| U.S. Securities and Exchange Commission | |
| 100 F Street, N.E. | |
| Washington, D.C. 20549 | |
| RE: | Principal Life Insurance Company Separate Account B |
| Principal Life Insurance Company | |
| Post-Effective Amendment No. 19 Under the Securities Act of 1933 | |
| Amendment No. 148 Under the Investment Company Act of 1940 | |
| File Nos. 333-116220 & 811-02091 | |
| Dear Ms. Marquigny: | |
| This letter is in response to the comments provided by the Staff of the Securities and Exchange | |
| Commission (the “Commission”), which were communicated in phone conversations with | |
| Registrant on April 20 and 23, 2012, regarding Post-Effective Amendment No. 19 under the | |
| Securities Act of 1933 (“1933 Act”) and Amendment No. 148 under the Investment Company | |
| Act of 1940 to the registration statement filed on Form N-4 (the “Post-Effective Amendment”). | |
| The Post-Effective Amendment was filed with the Commission on January 11, 2012 pursuant to | |
| Rule 485(a) under the 1933 Act. A correspondence filing with an attached blackline of the | |
| Registration Statement was filed on April 11, 2012. Capitalized terms have the same meanings | |
| given them in the Post-Effective Amendment. | |
| Attached to this letter is a blackline draft of the prospectus (compared to the April 11, 2012 | |
| version filed with the Correspondence filing). The changes in response to the Staff comments in | |
| the attached blackline draft will be made by the Registrant in a post-effective amendment to the | |
| registration statement that will be filed with the Commission pursuant to Rule 485(a) under the | |
| 1933 Act. | |
| Registrant represents that all material changes have been made to the prospectus, including those | |
| related to same-sex marriage or civil unions. | |
| Mr. Jeffrey Pierick | ||
| April 24, 2012 | ||
| Page 2 of 2 | ||
| * | * | * |
| We understand that the Registrant is responsible for the accuracy and adequacy of the disclosure | ||
| in the filing and that Staff comments or our changes to the disclosure in response to the Staff | ||
| comments do not foreclose the Commission from taking any action with respect to the filing. In | ||
| addition, the Registrant may not assert Staff comments as a defense in any proceeding initiated | ||
| by the Commission or any person under the federal securities laws of the United States. | ||
| Please feel free to call me at (515) 362-2384 with any questions or comments. | ||
| Sincerely, /s/ Jeffrey M. Pierick Jeffrey M. Pierick Counsel - Law Department Principal Financial Group S-006-W86 711 High Street Des Moines, IA 50392 Direct (515) 362-2384 FAX (866) 496-6527 pierick.jeff@principal.com JMP/kcr Enclosure |