                                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 15, 2005



                          Structured Products Corp.

            (Exact name of registrant as specified in its charter)


      Delaware                    001-32103          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  CorTS  Trust II for First
      Union Capital I.

      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.

          (c)   Exhibits:

                1. Trustee's Report with respect to the January 15, 2005
                   Distribution Date for the CorTS Trust II for First Union
                   Capital I




                                  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/ Mark C. Graham
                                        Name:   Mark C. Graham
                                        Title:  Authorized Signatory





















January 15, 2005


EXHIBIT INDEX


Exhibit                                                                    Page

   1     Trustee's Report with respect to the January 15, 2005              5
         Distribution Date for the CorTS Trust II for First Union
         Capital I

                                 Exhibit 1

To the Holders of:
CorTS Trust II for First Union Capital I
7.5% Corporate-Backed Trust Securities (CorTS) Class A Certificates
*CUSIP:   22081J203       Class: A
*CUSIP:   22081JAA2       Class: B

U.S. Bank Trust National Association, as Trustee for the CorTS Trust II for
First Union Capital I, hereby gives notice with respect to the Distribution
Date of January 15, 2005 (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     $  0.937500      $ 0.937500
           B             $ 0.000000     $  2.175000      $ 2.175000

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.   $109,600,000 aggregate principal amount of First Union Capital I 7.935%
     Capital Securities Series A due January 15, 2027 (the "Term Assets") are
     held for the above trust.

5.   At the close of business on the Distribution Date, 4,384,000 Class A
     Certificates representing $109,600,000 aggregate Certificate Principal
     Balance and $109,600,000 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.

STRUCTURED PROD CORP CORTS TR II FOR FIRST UNION CAPITAL I 8-K