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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement (No.
333-57357) of Structured Products Corp. (the "Registrant"), and in the
Preliminary Prospectus Supplement of the Registrant (the "Preliminary Prospectus
Supplement"), via the Form 8-K of the Registrant dated November 20, 2000 of our
report dated January 21, 2000 on the consolidated financial statements of Ambac
Assurance Corporation and subsidiaries as of December 31, 1999 and 1998, and for
each of the years in the three-year period ended December 31, 1999, which report
appears in the Annual Report on Form 10-K of Ambac Financial Group, Inc. which
was filed with the Securities and Exchange Commission on March 30, 2000 and to
the reference to our firm under the heading "Experts" in the Preliminary
Prospectus Supplement.
/s/ KPMG LLP
New York, New York
November 20, 2000
