<PAGE> 1
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
Prospectus Supplement of the Registrant (the "Prospectus Supplement"), via the
Form 8-K of the Registrant dated December 18, 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 Prospectus Supplement.
/s/ KPMG LLP
New York, New York
December 18, 2000
