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 Mutual Life Insurance Company Separate Account B
The Principal Financial Group
Des Moines, IA 50392-0200
2 Name of each series or class of funds for which this notice is filed:
N/A
3 Investment Company Act File Number: 811-02091
Securities Act File Number:02-37988, 02-78001, 33-74232, 33-44670, 33-44565
4 Last day of fiscal year for which this notice if filed:
December 31, 1996
5 Check box if this notice is being filed more than 180 days after the close
of the issuer purposes of reporting securities sold after the close of the
fiscal year but before term issuer's 24f-2 declaration:
N/A
6 Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
N/A
7 Number and amount of securities of the same class or series which had been
registered un Securities Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but whi unsold at the beginning of the fiscal year:
None
8 Number and amount of securities registered during the fiscal year other
than pursuant to 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal year:
02-37988 11,898 852,606
02-78001 1,047,235 6,148,679
33-44565 8,748,935 12,407,760
33-44670 62,088,480 84,388,901
33-74232 48,437,412 641,527,014
120,333,960 Common Stock 745,324,960
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
02-37988 11,898 852,606
02-78001 1,047,235 6,148,679
33-44565 8,748,935 12,407,760
33-44670 62,088,480 84,388,901
33-74232 48,437,412 641,527,014
120,333,960 Common Stock 745,324,960
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Included in response to Item 9.
12 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $745,324,960
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 0
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): 328,949,235
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filling fees pursuant to rule 24e-2 (if
applicable): 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 {line (i), plus line (ii), less line
(iii), plus line (iv)} (if applicable): 416,375,725
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: 1 / 3300
(vii) Fee Due: $126,174.46
THE 24F-2 FEE IS PAID BY 33-44565
13 Check box if fees are being remitted to the Commission's lockbox as
described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
X
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 02/26/97
Signature
This report has been signed below by the following persons on behalf of the
issuer and i capacities and on the dates indicated:
Principal Mutual Life Insurance Company Separate Account B
By /s/ Joyce Hoffman
Joyce Hoffman
Vice President and Corporate Secretary
Attest:
By /s/ Craig Bassett
Craig Bassett
Treasurer
<PAGE>
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re Principal Mutual Life Insurance Company Separate Account B
In my capacity as Counsel of Principal Mutual Life Insurance Company
Separate Account B, I have supervised the preparation of the Rule 24f-2
Notice for the Separate Account under the Investment Company Act of 1940
and have reviewed the legality of the securities which are to be registered
thereunder. Based upon examination of such corporate records and matters of
fact and law as deemed necessary, I am of the opinion that such securities
were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice for the Separate Account under the Investment Company Act of 1940.
Sincerely
MICHAEL D. ROUGHTON
Michael D. Roughton
Counsel
MDR/klm
