              Delaware

                                       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): January 1, 2005



                                 Structured Products Corp.

            (Exact name of registrant as specified in its charter)


                    Delaware               001-32047                    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))


                                      1

Section 8 - Other Events

Item 18. Changes01 inOther ControlEvents.

This current report on Form 8-K relates to a distribution made to holders of Registrant.the

Not Certificates Applicableissued by the CorTS Trust III for First Union Institutional Capital II.

Item The 2. Acquisitionissuer of the underlying securities, or Dispositionguarantor thereof, or successor thereto,
as applicable, is subject to the information reporting requirements of Assetsthe 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
Not underlying Applicable.securities, or guarantor thereof, or successor thereto, as applicable, may
be inspected and copied at the public reference facilities maintained by the
Item Securities and 3Exchange Commission (the "Commission") at 450 Fifth Street, N. BankruptcyW.,
Washington, D.C. or20549. ReceivershipThe 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
Not Electronic Data Gathering, Analysis and Retrieval system. Neither Structured
Products ApplicableCorp. nor the trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the information
Item provided 4therein. Changes Neither inStructured Products Registrant'sCorp. Certifyingnor Accountantthe 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
Not successor Applicablethereto, 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 59. Other01 Financial EventsStatements and Exhibits.

Trustee's Report with respect to the January 1, 2005 Distribution Date for
the CorTS Trust III for First Union Institutional Capital II

The

                                         SIGNATURES




            Pursuant 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
registrant "Exchangehas Act").duly Periodiccaused reportsthis andreport other information required to be filedsigned pursuanton toits thebehalf Exchange Act, by the issuerundersigned
hereunto ofduly 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, Nauthorized.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at"http





                                        By:     /s/www.sec.gov" atMark 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 systemC. NeitherGraham
                                        Name:   Mark Structured Products CorpC. norGraham
                                        Title:  Authorized theSignatory



















January trustee has participated in the preparation of such reporting documents1, or made any due diligence investigation with respect to the information provided therein. Neither Structured Product 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.2005


                                      3

ItemEXHIBIT 6.     Resignations of Registrant's Directors.INDEX

            Not Applicable.
Exhibit                                                                    Page
Item 7.     Financial Statements, Pro-Forma Financial Information and Exhibits.

            (a)  Not Applicable.

            (b)  Not Applicable.

            (c)  Exhibits:

                1.                   Trustee's  Report with   respect to the AprilJanuary 1, 20042005
                         1           Distribution   Date for the CorTS   Trust III for First Union        5
                                     Union Institutional Capital II.

Item 8.     Change in Fiscal Year

            Not Applicable.

Item 9.     Regulation FD Disclosure

            Not Applicable.











                                      4

Exhibit 1

SIGNATURESTo the Holders of:
CorTS Trust III for First Union Institutional Capital II
7.5% Corporate-Backed Trust Securities (CorTS) Class A Certificates
*CUSIP: 22081M206 Class: A
*CUSIP: 22081MAA5 Class: B
Pursuant
U.S. toBank Trust National Association, as Trustee for the requirements of CorTS Trust III for First Union
Institutional Capital II, hereby gives notice with respect to the Securities ExchangeDistribution ActDate of
January 19341, 2005 (the "Distribution Date") as follows:
Registrant has
1. The duly caused this report amount of the distribution payable to be signed onthe its behalfCertificateholders byon the
undersigned Distribution thereuntoDate dulyallocable authorized.to principal and premium, if any, and interest,
expressed as a dollar amount per $25 Class A Certificate and per $1,000
Notional Amount of Class B Certificates, is as set forth below:

Class Principal Interest Total
Distribution
By: /s/ A $ Mark C0.000000 $ 0.468750 $ Graham0.468750
Name: Mark B $ C0.000000 $ 1.750000 $ Graham1.750000
Title:
2. AuthorizedThe Signatoryamount of aggregate interest due and not paid as of the Distribution
Date is $0.000000.

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

4. $40,777,000 aggregate principal amount of First Union Institutional
Capital II 7.85% Capital Securities due January 1, 2027 (the "Term
Assets") are held for the above trust.

5. At the close of business on the Distribution Date, 1,631,080 Class A
Certificates representing $40,777,000 aggregate Certificate Principal
Balance and $40,777,000 aggregate Notional Amount of Class B Certificates
were outstanding.

6. 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.

AprilU.S. 1Bank Trust National
Association, 2004as Trustee

*The Trustee shall not be held responsible for the selection or use of the CUSIP number nor
is any representation made as to its correctness. It is included for the convenience of
the Holders.

EXHIBIT INDEX


Exhibit                                                                    Page


   1     Trustee's Report with respect to the April 1, 2004                 5
         Distribution Date for the CorTS Trust III for First Union
         Institutional Capital II

                                 Exhibit 1

To the Holders of:
CorTS Trust III for First Union Institutional Capital II
7.5% Corporate-Backed Trust Securities (CorTS) Class A Certificates
*CUSIP:   22081M206       Class: A
*CUSIP:   22081MAA5       Class: B

U.S.  Bank Trust  National  Association,  as Trustee for the CorTS Trust III for
First Union  Institutional  Capital II,  hereby gives notice with respect to the
Distribution Date of April 1, 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 $25 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     $  0.468750      $ 0.468750
           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.   No fees have been paid to the Trustee or any other party from the
     proceeds of the Term Assets.

4.   $40,777,000 aggregate principal amount of First Union Institutional
     Capital II 7.85% Capital Securities due January 1, 2027 (the "Term
     Assets") are held for the above trust.

5.   At the close of business on the Distribution Date, 1,631,080 Class A
     Certificates representing $40,777,000 aggregate Certificate Principal
     Balance and $40,777,000 aggregate Notional Amount of Class B Certificates
     were outstanding.

6.   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.


U.S. Bank Trust National
Association, as Trustee


*The Trustee shall not be held responsible for the selection or use of the CUSIP
 number nor is any representation made as to its correctness.  It is included for
 the convenience of the Holders.

Filing Compare · STRUCTURED PRODUCTS CORP CORTS TR III FR FIRST UN INS CAP II