STRUCTURED PRODUCTS CORP
10-K, 2000-06-23
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           For the fiscal year ended:
                                December 31, 1999
                           Commission File Number: 33-
                                 5860/33-357357

                           STRUCTURED PRODUCTS CORP.,
                                  on behalf of

     TIERS CALLABLE  PRINCIPAL-PROTECTED  ASSET BACKED CERTIFICATES TRUST SERIES
     S&P 1999-2




       Delaware                                          13-3692801
   (State or other jurisdiction                        (I.R.S.  employer
    or incorporation)                                   identification no.)

          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.

     Securities  registered  pursuant to Section  12(b) of the Act:

       TIERS CALLABLE PRINCIPAL-PROTECTED ASSET BACKED TRUST CERTIFICATES,
       SERIES S&P 1999-2.



                                       1
<PAGE>




Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required to have filed such  reports)  and (2) has been  subject to such  filing
requirements  for the past 90 days.  Yes ___ No __ State  the  aggregate  market
value  of the  voting  stock  held  by  non-affiliates  of the  registrant.  The
Registrant  has no voting stock or class of common stock  outstanding  as of the
date of this report.



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<PAGE>


                                INTRODUCTORY NOTE

     Structured Products Corp. (the "Depositor") is the Depositor under the Base
     Trust Agreements as supplemented by the Series  Supplements listed below by
     and between the Depositor  and The Bank of New York Trust Company  (Cayman)
     Limited,  as Trustee  (the  "Trustee"),  providing  for the issuance of the
     TIERS Certificates  listed below (the  "Certificates") and is the depositor
     for the Certificates  (the  "Registrant') The Certificates do not represent
     obligations  of or interests in the  Depositor or the Trustee.  Pursuant to
     staff  administrative  positions  established in various no-action letters,
     see e.g. CORPORATE ASSET BACKED CORPORATION  ("CABCO") (available August 9,
     1995);  LEHMAN STRUCTURED ASSETS,  INC.  (available  December 8, 1994), the
     Depositor  is not required to respond to various  items of From 10-K.  Such
     items are designated herein as "Not applicable."

GOVERNING DOCUMENTS                      CERTIFICATES ISSUED THEREUNDER

Base Corporate Trust  Agreement  and   TIERS Callable Principal-Protected Asset
TIERS Asset Backed Supplement Series,  S&P  Backed  Trust  Certificates, Series
1999-2, each dated as of December 9,   S&P Series S&P 1999-2.
1999.



                                       3
<PAGE>


                              PART I

ITEM 1. BUSINESS
----------------

           Not Applicable

ITEM 2.  PROPERTIES
-------------------

           Not Applicable

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

           Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

           Not Applicable

ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
-----------------------------------------------------------------
STOCKHOLDER MATTERS
-------------------

          The  Certificates  are  represented  by one or more  physical
Certificates registered  in  the name of "Cede&  Co.", the  nominee  of
The  Depository  Trust Company.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

           Not Applicable

ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------

           Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------



                                       4
<PAGE>


           Not Applicable

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS   WITH  ACCOUNTANTS  ON
-----------------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

           Not Applicable

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
           Not Applicable

ITEM 11.   EXECUTIVE COMPENSATION
---------------------------------

           Not Applicable

                              PART II

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------------------------------------------------------------
MANAGEMENT
----------
           (a)   Not Available
           (b)   Not Applicable
           (c)   Not Applicable

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

           None

                              PART IV

ITEM 14.  EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 10-K
---------------------------------------------------------------
          None

                                        5
<PAGE>


                             SIGNATURES

           Pursuant  to the  requirements  of  Section  13 or  15(d)  of the 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., as depositor for the
                               Trusts (the "Registrant")

                               By:

                               By:_/S/ TIMOTHY P. BEAULAC
                                  -----------------------
                               Name: Timothy P. Beaulac
                               Title: President

Dated as of:  June 23, 2000

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