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 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
4 a Last day of fiscal year for which this notice if filed:
December 31, 1997
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:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the 02-37988 $683,529
fiscal year in reliance on rule 24f-2: 02-78001 2,164,788
33-44565 19,740,072
33-44670 111,132,395
33-74232 577,661,450
-------------------
711,382,234
(ii) Aggregate price of shares redeemed or 02-37988 773,974
repurchased during the fiscal year: 02-78001 12,142,803
33-44565 12,790,045
33-44670 68,921,476
33-74232 242,927,613
-----------
337,555,911
(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)]: 337,555,911
(v) Net Sales - If Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: 373,826,323
------------------------------------------------------------------------------------------------------------------
(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): 0.000295
(viii) Registration fee due [Multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): 110,278.77
=================
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]:
110,278.77
===================
</TABLE>
9 Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
----------------
03/20/98
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Method of Delivery:
----------------
X Wire Transfer
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----------------
N/A Mail or other means
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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 Mutual Life Insurance Company Separate Account B
By /n/ Joyce Hoffman
-------------------------------------------------
Joyce Hoffman
Vice President and Corporate Secretary
Date: 20th day of March, 1998