STRUCTURED PRODUCTS CORP
8-K, 1999-08-31
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 15, 1999

STRUCTURED PRODUCTS CORP. ON BEHALF OF

TIERSSM  CORPORATE  BOND-BACKED  CERTIFICATES,  SERIES APA 1997-8 (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)

390 GREENWICH STREET, NEW YORK, NEW YORK             10013
- ----------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (212) 783-6645.

 ROOM 33-130, 33RD FLOOR, SEVEN WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
 ---------------------------------------------------------------------------
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


                                       1
<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.

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 THE AUGUST 15, 1999 DISTRIBUTION DATE
          FOR THE THE TIERS  SERIES APA 1997-8.

           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





                                       3



                                  EXHIBIT INDEX

EXHIBIT                                                                     PAGE

1.   Trustee's Report in respect of the August 15, 1999 Distribution         5
     Date













                                       4





                                    Exhibit 1

To the Holders of
Trust Investment Enhanced Return SecuritiesSM
Corporate Bond-Backed Certificates, Series APA 1997-8
      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 APA  1997-8,
hereby  gives notice with  respect to the  Distribution  occurring on August 15,
1999 (the "Distribution Date") as follows:

1. The amount of the  distribution  payable to the  Certificate  holders 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 $5.520252      $14.982228      $20.50248

2. The amount of aggregate interest due and not paid as of the Distribution Date
   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 the Chrysler  Corporation  7.3/8%
Debentures  due August 15, 2047 held for the above trust (the "Term  Assets") is
$32,288,000.  The Term Assets are  currently  rated  Baa12 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           $32,288,000.00
Amortizing Class    $23,780,479.30

                    U.S. Bank Trust National Association




                                       E-1


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