STRUCTURED PRODUCTS CORP
8-K, 2000-02-23
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): February 15, 2000

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 TENS CERTIFICATES TRUST LTR                  1998-4
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST MOT 1998-5
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST C   1998-6
TIERSsm CORPORATE BOND-BACKED CERTIFICATES TRUST
JC Penny                                             1999-1
CORTSSM TRUST FOR J.C. PENNEY DEBENTURES CORPORATE
- -BACKED TRUST SECURITIES
CORTSSM TRUST FOR BELLSOUTH DEBENTURES, CORPORATE BACKED
TRUST SECURITIES
CORTSSM TRUST FOR XEROX CAPITAL TRUST I, CORPORATE-BACKED TRUST SECURITIES
CORTSSM TRUST FOR COUNTRYWIDE CAPITAL I, CORPORATE BACKED TRUST SECURITIES
GINsK PRINCIPAL-PROTECTED TRUST CERTIFICATE, SERIES YEN BEAR 1991-1

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                    33-55860/                13-3692801
                            33-357357
- --------                    ---------               ----------
(STATE OR OTHER             (COMMISSION             (IRS EMPLOYER
JURISDICTION OF              FILE                    IDENTIFICATION
INCORPORATION OR             NUMBER)                 NUMBER)
ORGANIZATION)

390 GREENWICH ST., 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)


<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 the February 15, 2000  Distribution  Date
     for the TIERS  Corporate  Bond-Backed  Certificates  Series APA 1997-8.  No
     Reports for the Other Series Listed.

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: Febrary 15, 2000



                                       3
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                             PAGE

1. Trustee's  Report in respect of the February 15, 2000
   Distribution  Date for the TIERS Corporate Bond-Backed
   Certificates, Series APA 1997-8.                                   5




                                       4



                                   EXHIBIT 1

To the Holders of
Trust Investment Enhanced Returned Securities
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,  as Trustee for the TIERS Corporate Bond-Backed Certificates Trust,
Series  APA  1997-8,  hereby  gives  notice  with  respect  to the  Distribution
occurring on February 15, 2000 (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:


Class            Principal      Interest        Total Distribution
ZTF Class        $0.00          $0.00           $0.00
Amortizing Class $5.719533      $14.789247      20.50878


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.  $32,288,000   aggregate  principal  amount  of  Apache  Corporation  7  3/8%
Debentures due August 15, 2047 (the "Term  Assets")are held for the above trust.
The Term Assets are currently rated Baa1 by Moody's Investors Service,  Inc. and
BBB+ by Standard and Poor's Rating Group.

5. The Aggregate  Certificate  Principal Balance of Certificates at the close of
business on the Distribution Date is:

     Class                     Principal Balance
     Amortizing Class          $23,448,334.57
     ZTF Class                 $32,288,000.00


                      U.S. BANK TRUST NATIONAL ASSOCIATION




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