                                       UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                               ______________________________
                                          FORM 8-K

                                       CURRENT REPORT
           Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


            Date of Report (Date of earliest event reported): December 15, 2004



                                 Structured Products Corp.

                (Exact name of registrant as specified in its charter)


               Delaware                 001-31661              13-3692801
              (State or other          (Commission            (IRS Employer
               jurisdiction of          File Number)           Identification
               incorporation or                                Number)
               organization)

                       388 Greenwich Street, New York, New York 10013
           (Address of principal executive offices)            (Zip Code)
            Registrant's telephone number including area code (212) 816-7496.

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following provisions:
      [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
      230.425)
      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
      240.14a-12)
      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
      (17CFR 240.14d-2(b))
      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
      (17CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 Other Events.

This current report on Form 8-K relates to a distribution made to holders of the
Certificates issued by the CAST Step-Up Trust II for General Electric Capital
Corporation Notes.

The issuer of the underlying securities, or guarantor thereof, or successor thereto,
as applicable, is subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Periodic reports and other
information required to be filed pursuant to the Exchange Act, by the issuer of the
underlying securities, or guarantor thereof, or successor thereto, as applicable, may
be inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which users can view and download copies of reports, proxy
and information statements and other information filed electronically through the
Electronic Data Gathering, Analysis and Retrieval system. Neither Structured
Products Corp. nor the trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the information
provided therein. Neither Structured Products Corp. nor the trustee has verified the
accuracy or completeness of such documents or reports. There can be no assurance that
events affecting the issuer of the underlying securities, or guarantor thereof, or
successor thereto, as applicable, or the underlying securities have not occurred or
have not yet been publicly disclosed which would affect the accuracy or completeness
of the publicly available documents described above.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

1. Trustee's Report with respect to the December 15, 2004
Distribution Date for the CAST Step-Up Trust II for
General Electric Capital Corporation Notes



                                         SIGNATURES




            Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.





                                        By:     /s/ John W. Dickey
                                        Name:   John W. Dickey
                                        Title:  Authorized Signatory













December 15, 2004


EXHIBIT INDEX


Exhibit                                                                    Page

   1     Trustee's Report with respect to the December 15, 2004             5
         Distribution Date for the CAST Step-Up Trust II for
         General Electric Capital Corporation Notes

Exhibit 1

To the Holders of:
CAST Step-Up Trust II for General Electric Capital Corporation Notes
Monthly-Pay Step-Up
Class A Certificates *CUSIP: 14835P AB2
Class B Certificates *CUSIP: 14835P AA4

U.S. Bank Trust National Association, as Trustee for the CAST Step-Up Trust II for General
Electric Capital Corporation Notes (the "Trust"), hereby gives notice with respect to the
Distribution Date of December 15, 2004 (the "Distribution Date") as follows:

1. The amount of the distribution payable to the Certificateholders on the
Distribution Date allocable to principal and premium, if any, and interest,
expressed as a dollar amount per $1,000 Class A Certificate and per $1,000
Notional Amount of Class B Certificates, is as set forth below:

Class Principal Interest Total
Distribution
A $ 0.000000 $ 2.708333 $ 2.708333
B $ 0.000000 $ 0.000000 $ 0.000000

2. The amount of aggregate interest due and not paid as of the Distribution
Date is $0.000000.

3. The Class A Certificates bear interest at the rate of 3.25% and the Class
B Certificates bear interest at a rate of 2.2296% during the period
ending on the Distribution Date.

4. No fees have been paid to the Trustee or any other party from the
proceeds of the Term Assets.

5. $75,690,000 aggregate principal amount of General Electric Capital
Corporation 5.45% Global Medium-Term Notes, Series A due January 15, 2013
(the "Term Assets") are held for the above trust.

6. At the close of business on the Distribution Date, 75,000 Class A
Certificates representing $75,000,000 aggregate Certificate Principal
Balance and $75,690,000 aggregate Notional Amount of Class B Certificates
were outstanding.

7. The Notional Amount of the ISDA Master Agreement, the Schedule thereto
and the Confirmation thereto each dated March 31, 2003 between the Trust
and Citigroup Global Markets Limited (f/k/a Salomon Brothers
International Limited) (collectively the "Swap"), is $75,000,000.
Payment of the obligations of Citigroup Global Markets Limited under the
Swap is guaranteed by Citigroup Global Markets Holdings Inc. (f/k/a
Salomon Smith Barney Holdings Inc.) under a Guarantee Agreement dated
March 31, 2003.

8. The current rating of the Term Assets is not provided in this report.
Ratings can be obtained from Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc., by calling 212-438-2400 and from Moody's
Investors Service, Inc. by calling 212-553-0377.

Filing Compare · STRUCTURED PRODUCTS CORP CAST SM STEP UP TR II GE CAP CORP