TIERS ASSET BACKED SECURITIES SER CHAMT TR 1997-7
8-K, 1998-12-04
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       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 1, 1998

STRUCTURED PRODUCTS CORP. ON BEHALF OF

TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST BLS 1997-6 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST JPM 1998-2 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST LTR 1998-4 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5 
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                    33-55860                13-3692801

(STATE OR OTHER             (COMMISSION             (IRS EMPLOYER
JURISDICTION OF              FILE                    IDENTIFICATION
INCORPORATION OR             NUMBER)                 NUMBER)
ORGANIZATION)

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.

_________________________________N/A__________________________________
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>

Item 1.    CHANGES IN CONTROL OF REGISTRANT.

           NOT APPLICABLE.

Item 2.    ACQUISITION OR DISPOSITION OF ASSETS.

           NOT APPLICABLE.

Item 3.    BANKRUPTCY OR RECEIVERSHIP.

           NOT APPLICABLE.

Item 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

           NOT APPLICABLE.

Item 5.    OTHER EVENTS.

           NOT APPLICABLE.

Item 6.    RESIGNATIONS OF REGISTRANT'S DIRECTORS.

           NOT APPLICABLE.

Item 7.    FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (a)  NOT APPLICABLE.

           (b)  NOT APPLICABLE.

           (c)  EXHIBITS.

               TRUSTEE'S  REPORT WITH  RESPECT TO DECEMBER 1, 1998  DISTRIBUTION
               DATE FOR TIERS TRUST IBM 1997-4.  NO REPORTS FOR THE OTHER SERIES
               LISTED ABOVE ARE REQUIRED.

Item 8.    CHANGE IN FISCAL YEAR.

           NOT APPLICABLE.



                                       2
<PAGE>


                                   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 thereunto duly authorized.



                                     STRUCTURED PRODUCTS CORP.

                                     By:/s/ TIMOTHY P. BEAULAC
                                        -------------------------------------
                                        Name: Timothy P. Beaulac
                                        Title:President and Finance Officer

Dated: December 1, 1998



                                       3
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                        PAGE

1.   Trustee's Report in respect of the December 1, 1998 
     Distribution Date                                          5




                                       4


To the Holders of
Trust Investment Enhanced Return Securitiessm
Corporate Bond-Backed Certificates, Series IBM 1997-4
      ZTF Class
      Amortizing Class



Pursuant  to  Section  4.2 of the Trust  Agreement,  U.S.  Bank  Trust  National
Association,  formerly First Trust of New York, National Association, as Trustee
for the TIERS  Corporate  Bond-Backed  Certificates  Trust,  Series IBM  1997-4,
hereby gives notice with  respect to the  Distribution  occurring on December 1,
1998 (the "Distribution Date") as follows:

1. The  amount of the  distribution  payable to the  Certificateholders  of each
class of  Certificates  on the  Distribution  Date  allocable to  principal  and
premium,  if any, and interest  expressed as a dollar amount per $1,000 original
face amount of securities, is as set forth below:

Class               Principal      Interest        Total Distribution
ZTF Class           $0.00          $0.00           $0.00
Amortizing Class    $12.34707      $36.31233       $48.6594

2. The amount of aggregate interest due and not paid as of the Distribution Date
is $0.00.  The interest  accreted on the ZTF class during the period is $7.65395
expressed as a dollar amount per $1,000 original face amount of securities.

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

4. The  aggregate  stated  principal  amount  of the IBM 7 1/8%  Debentures  due
December 1, 2096 held for the above trust (the "Term  Assets") is  $100,000,000.
The Term Assets are currently rated A1 by Moody's Investors Service,  Inc. and A
by Standard and Poor's Ratings Group.

5. The Aggregate  Certificate Principal Balance of each class of Certificates at
the close of business on the Distribution Date is set forth below:

Class               Principal Balance
ZTF Class           $100,000,000.00
Amortizing Class    $71,437,095.70

                U.S. BANK TRUST NATIONAL ASSOCIATION



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