STRUCTURED PRODUCTS CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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: December 31, 1998 Commission File number: 33-55860

STRUCTURED PRODUCTS CORP.,
on behalf of

TIERS Corporate Bond-Backed Certificates Trust IBM 1997
TIERS Corporate Bond-Backed Certificates Trust BLS 1997-6
TIERS Corporate Bond-Backed Certificates Trust APA 1997-8
TIERS Corporate Bond-Backed Certificates Trust JPM 1998-2
TIERS TENS Certificates Trust LTR 1998-4
TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5
TIERS Corporate Bond-Backed Certificates Trust C 1998-6
(Exact name of registrant as specified in its charter)

Delaware 13-3692801
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)
Room 33-130, 33rd Floor, Seven World Trade Center, New York,
New York 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 Corporate Bond-Backed Certificates, Series IBM 1997-4
TIERS Corporate Bond-Backed Certificates, Series BLS 1997-6
TIERS Corporate Bond-Backed Certificates, Series APA 1997-8
TIERS Corporate Bond-Backed Certificates, Series JPM 1998-2
TIERS TENS Certificates, Series LTR 1998-4
TIERS Corporate Bond-Backed Certificates, Series MOT 1998-5
TIERS Corporate Bond-Backed Certificates, Series C 1998-6

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 have filed such reports) and (2) has been subject tosuch filing
requirements for the past 90 days. Yes ___ 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 Agreements as supplemented by the Series Supplements listed below by and
between the Depositor and U.S. Bank Trust National Association, formerly First
Trust of New York, National Association, as Trustee (the "Trustee"), providing
for the issuance of the TIERS Certificates listed below (the "Certificates") and
is the depositor for the Certificates (the "Registrant') The Certificates do not
represent obligations of or interests in the Depositor or the Trustee. 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), the Depositor is
not required to respond to various items of From 10-K. Such items are designated
herein as "Not applicable."

GOVERNING DOCUMENTS CERTIFICATES ISSUED THEREUNDER

Base Trust Agreement and Series IBM TIERS Corporate Bond-Backed
1997-4 Supplement dated as of June Certificates, Series IBM 1997-4
16, 1997

Base Trust Agreement and Series BLS TIERS Corporate Bond-Backed
1997-6 Supplement dated as of July Certificates, Series BLS 1997-6
7, 1997

Base Trust Agreement and Series APA TIERS Corporate Bond-Backed
1997-8 Supplement dated as of Certificates, Series APA 1997-8
September 15, 1997

Base Trust Agreement and Series JPM TIERS Corporate Bond-Backed
1998-2 Supplement dated as of April Certificates, Series JPM 1998-2
1, 1998

Base Trust Agreement and Series LTR TIERS TENS Certificates, Series
1998-4 Supplement dated as of May LTR 1998-4
18, 1998

Base Trust Agreement and Series MOT TIERS Corporate Bond-Backed
1998-5 Supplement dated as of May Certificates, Series MOT 1998-5
19, 1998
Base Trust Agreement and Series C TIERS Corporate Bond-Backed
1998-6 Supplement dated as of May Certificates , Series C 1998-6
21, 1998

2

PART I

ITEM 1. BUSINESS

Not Applicable

ITEM 2. PROPERTIES

Not Applicable

ITEM 3. LEGAL PROCEEDINGS

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Certificates representing investors' interest in the Trusts 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

Not Applicable

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Not Applicable

ITEM 11. EXECUTIVE COMPENSATION

Not Applicable

3

PART II

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 SCHEDULES AND REPORTS ON FORM 8-K (a)(i) The
following documents are also filed as part of this Report:

i) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4

ii) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust BLS 1997-6

iii) Report of Aston Bell & Associates concerning TIERS Corporate Bond-Backed
Certificates Trust APA 1997-8

No Payments were made or required to be made with respect to TIERS Corporate
Bond-Backed Certificates Trust JPM 1998-2, TIERS TENS Certificates Trust LTR
1998-4, TIERS Corporate Bond-Backed Certificates Trust MOT 1998-5, and TIERS
Corporate Bond-Backed Certificates Trust C 1998-6 during the period from June
30, 1997 through June 30, 1998. Thus no accountant's report is required.

(b) None
(c) See item 14(a) (3) above

4

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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 the
Trusts (the
"Registrant")

By:

By:/S/ TIMOTHY P. BEAULAC
-------------------------
Name: Timothy P. Beaulac
Title: President

Dated as of: December 31, 1998

5

EXHIBIT INDEX

EXHIBIT PAGE

1. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust IBM 1997-4 1-6

2. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust BLS 1997-6 1-6

3. Auditor's Report concerning TIERS
Corporate Bond-Backed Certificates Trust APA 1997-8 1-6