STRUCTURED PRODUCTS CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: Commission file number:
December 31, 1997 33-55860

STRUCTURED PRODUCTS CORP.,
on behalf of TIERS(SM) Corporate Bond-Backed Certificates
Trust IBM 1997-4, TIERS(SM) Corporate Bond-Backed
Certificates Trust BLS 1997-6 and
TIERS(SM)Corporate Bond-Backed Certificates Trust
APA 1997-8 (Issuer in respect of the TIERS(SM) Corporate
Bond-Backed Certificates)
(Exact name of registrant as specified in its charter)

United States of America 13-3692801
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)

Seven World Trade Center
Room 13-130, 33rd Floor
New York, NY 10048
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code:

(212) 783-6645

Securities registered pursuant to Section 12(b) of the Act:

TIERS(SM)Corporate Bond-Backed Certificates, Series IBM 1997-4
Amortizing Class Certificates
TIERS(SM)Corporate Bond-Backed Certificates, Series BLS 1997-6
Amortizing Class Certificates
TIERS(SM)Corporate Bond-Backed Certificates, Series APA 1997-8
Amortizing Class Certificates

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to filed such reports) and (2) has been subject to such filing
requirements for the past 90 days.

Yes /X/ No ___

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.

The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.

Introductory Note

Structured Products Corp. (the "Depositor") is the depositor under the Base
Trust Agreement, dated as of June 16, 1997, and the Series IBM 1997-4
Supplement, dated as of June 16, 1997, by and between the Depositor and First
Trust of New York, National Association, as Trustee (the "Trustee"), providing
for the issuance of the TIERS(SM)Corporate Bond-Backed Certificates, Series IBM
1997-4 ( the "Certificates") and is the depositor for TIERS Trust Corporate
Bond-Backed Certificates Trust IBM 1997-4 (the "Registrant"). The Certificates
do not represent obligations of or interests in the Depositor. Pursuant to staff
administrative positions established in various no-action letters, see, e.g.,
Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995); Lehman
Structured Assets, Inc. (available December 8, 1994), Depositor is not required
to respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable."

Structured Products Corp. (the "Depositor") is the depositor under the Base
Trust Agreement, dated as of July 7, 1997, and the Series BLS 1997-6 Supplement,
dated as of July 7, 1997, by and between the Depositor and First Trust of New
York, National Association, as Trustee (the "Trustee"), providing for the
issuance of the TIERS(SM)Corporate Bond-Backed Certificates, Series BLS 1997-6
(the "Certificates") and is the depositor for TIERS Trust Corporate Bond-Backed
Certificates Trust BLS 1997-6 (the "Registrant"). The Certificates do not
represent obligations of or interests in the Depositor. Pursuant to staff
administrative positions established in various no-action letters, see, e.g.,
Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995); Lehman
Structured Assets, Inc. (available December 8, 1994), Depositor is not required
to respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable."

Structured Products Corp. (the "Depositor") is the depositor under the Base
Trust Agreement, dated as of September 15, 1997, and the Series APA 1997-8
Supplement, dated as of September 15, 1997, by and between the Depositor and
First Trust of New York, National Association, as Trustee (the "Trustee"),
providing for the issuance of the TIERS(SM)Corporate Bond-Backed Certificates,
Series APA 1997-8 ( the "Certificates") and is the depositor for TIERS Trust
Corporate Bond-Backed Certificates Trust APA 1997-8 (the "Registrant"). The
Certificates do not represent obligations of or interests in the Depositor.
Pursuant to staff administrative positions established in various no-action
letters, see, e.g., Corporate Asset Backed Corporation ("CABCO") (available
August 9, 1995); Lehman Structured Assets, Inc. (available December 8, 1994),
Depositor is not required to respond to various items of Form 10-K. Such items
are designated herein as "Not Applicable."

PART I

Item 1. Business

Not Applicable

Item 2. Properties

Not Applicable

Item 3. Legal Proceedings

None

Item 4. Submission of Matters To A Vote Of Security Holders.

None

PART II

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters

The Certificates issued by TIERS Trust Corporate Bond-Backed
Certificates Trust IBM 1997-4 representing investors' interest
in the Trust are represented by one or more physical
Certificates registered in the name of Cede & Co., the nominee
of The Depository Trust Company.

The Certificates issued by TIERS Trust Corporate Bond-Backed
Certificates Trust BLS 1997-6 representing investors' interest
in the Trust are represented by one or more physical
Certificates registered in the name of Cede & Co., the nominee
of The Depository Trust Company.

The Certificates issued by TIERS Trust Corporate Bond-Backed
Certificates Trust APA 1997-8 representing investors' interest
in the Trust are represented by one or more physical
Certificates registered in the name of Cede & Co., the nominee
of The Depository Trust Company.

To the best knowledge of the registrant, there is no
established public trading market for the Certificates.

Item 6. Selected Financial Data

Not Applicable

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Not Applicable

Item 8. Financial Statements and Supplementary Data

Not Applicable

Item 9. Changes In and Disagreements With Accountants On Accounting and
Financial Disclosure

None

Item 10. Directors and Executive Officers of the Registrant

Not Applicable

Item 11. Executive Compensation

Not Applicable

PART III

Item 12. Security Ownership Of Certain Beneficial Owners and Management

(a) Not Available
(b) Not Applicable
(c) Not Applicable

Item 13. Certain Relationships and Related Transactions

None

PART IV

Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K

(a) The following documents are filed as part of this Report:

3. Exhibits:

28.01 TIERS(SM)Corporate Bond-Backed Certificates, Series IBM
1997-4 (File No. 33-55860) - No Payments were made or required
to be made during the period between June 16, 1997 and June
30, 1997. Thus no accountant's report is attached.

28.01 TIERS(SM)Corporate Bond-Backed Certificates, Series BLS
1997-6 (File No. 33-55860) - No June 30 year end has occurred
since the inception of the trust. Therefore, no accountant's
report is attached.

28.01 TIERS(SM)Corporate Bond-Backed Certificates, Series APA
1997-8 (File No. 33-55860) - No June 30 year end has occurred
since the inception of the trust. Therefore, no accountant's
report is attached.

(b) None

(c) See item 14(a)(3) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

STRUCTURED PRODUCTS CORP.,
as depositor for Trust Registrants

Date: January 15, 1998 By: /s/ Timothy P. Beaulac
---------------------------
Timothy P. Beaulac
Assistant Vice President and
Finance Officer