STRUCTURED PRODUCTS CORP
8-K, 1998-08-18
ASSET-BACKED SECURITIES
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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):  August 17, 1998

Structured Products Corp. on behalf of
TIERS(sm) Corporate Bond-Backed Certificates Trust IBM 1997-4
TIERS(sm) Corporate Bond-Backed Certificates Trust BLS 1997-6
TIERS(sm) Corporate Bond-Backed Certificates Trust APA 1997-8
TIERS(sm) Corporate Bond-Backed Certificates Trust JPM 1998-2
TIERS(sm) Corporate Bond-Backed Certificates Trust LTR 1998-4
TIERS(sm) Corporate Bond-Backed Certificates Trust MOT 1998-5
TIERS(sm) 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 jurisdiction of       (Commission             (IRS Employer
incorporation or organization)        File Number)        Identification Number)

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  August  17,  1998
          Distribution Date.

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:  August 17, 1998

                                       3

<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                                     Page
- -------                                                                     ----

1. Trustee's Report in respect of the August 17, 1998 
   Distribution Date                                                         5

                                       4






To the Holders of
Trust Investment Enhanced Return Securities SM
Corporate Bond-Backed Certificates,  APA 1997-8
         ZTF Class            871928 AT 4
         Amortizing Class     871928 AU 1


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 TIERSsm Bond-Backed Certificates Trust, APA 1997-8, hereby gives notice
with respect to the Distribution occurring on August 17, 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      $11.944711          $35.679358         47.624069

2. The amount of aggregate accreted and unpaid interest accrued as of the
Distribution Date on each ZTF Class is set forth below per each $1,000 face
amount of Certificates is $0.00.

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 Apache Corporation Fifty Year 7 3/8%
Debentures due August 15, 2047 held for the above trust is $32,288,000 (the
"Term Assets"). The Term Assets are currently rated Baa1 by Moody's Investors
Service, Inc. and BBB+ 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                   $32,288,000
Amortizing Class            $24,410,454

                      U.S. BANK TRUST NATIONAL ASSOCIATION




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