
                                       UNITED STATES
                             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): December 15, 2004



                                 Structured Products Corp. 
            (Exact name of registrant as specified in its charter)


              Delaware                    001-32076                 13-3692801
             (State or other             (Commission               (IRS Employer
              jurisdiction of             File Number)              Identification
              incorporation or                                      Number)
              organization)

            388 Greenwich Street, New York, New York                   10013
           (Address of principal executive offices)                  (Zip Code)
            Registrant's telephone number including area code (212) 816-7496.

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following provisions:
      [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR
      230.425)
      [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
      240.14a-12)
      [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
      (17CFR 240.14d-2(b))
      [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
      (17CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 Other Events.

This current report on Form 8-K relates to a distribution made to holders of the
Certificates issued by the CorTS Trust II for Countrywide Capital I.

The issuer of the underlying securities, or guarantor thereof, or successor thereto,
as applicable, is subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Periodic reports and other
information required to be filed pursuant to the Exchange Act, by the issuer of the
underlying securities, or guarantor thereof, or successor thereto, as applicable, may
be inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which users can view and download copies of reports, proxy
and information statements and other information filed electronically through the
Electronic Data Gathering, Analysis and Retrieval system. Neither Structured
Products Corp. nor the trustee has participated in the preparation of such reporting
documents, or made any due diligence investigation with respect to the information
provided therein. Neither Structured Products Corp. nor the trustee has verified the
accuracy or completeness of such documents or reports. There can be no assurance that
events affecting the issuer of the underlying securities, or guarantor thereof, or
successor thereto, as applicable, or the underlying securities have not occurred or
have not yet been publicly disclosed which would affect the accuracy or completeness
of the publicly available documents described above.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

1. Trustee's Report with respect to the December 15, 2004
Distribution Date for the CorTS Trust II for Countrywide Capital I




                                         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
hereunto duly authorized.





                                        By:     /s/ John W. Dickey
                                        Name:   John W. Dickey
                                        Title:  Authorized Signatory















December 15, 2004


EXHIBIT INDEX


Exhibit                                                                    Page

   1     Trustee's  Report  with  respect to the  December  15, 2004        5
         Distribution  Date for the CorTS  Trust II for  Countrywide
         Capital I

Exhibit 1

To the Holders of:
CorTS Trust II for Countrywide Capital I
8% Corporate-Backed Trust Securities (CorTS) Certificates
*CUSIP: 22080Y201

U.S. Bank Trust National Association, as Trustee for the CorTS Trust II for Countrywide
Capital I, hereby gives notice with respect to the Distribution Date of December 15, 2004
(the "Distribution Date") as follows:

1. The amount of the distribution payable to the Certificateholders on the
Distribution Date allocable to principal and premium, if any, and interest,
expressed as a dollar amount per $25 Certificate, is as set forth below:

Principal Interest Total Distribution
$ 0.000000 $ 1.000000 $ 1.000000

2. The amount of aggregate interest due and not paid as of the Distribution
Date is $0.000000.

3. No fees have been paid to the Trustee or any other party from the
proceeds of the Term Assets.

4. $81,573,000 aggregate principal amount of Countrywide Capital I 8%
Capital Trust Pass-Through Securities due December 15, 2026 (the "Term
Assets") are held for the above trust.

5. At the close of business on the Distribution Date, 3,262,920 Certificates
representing $81,573,000 aggregate Certificate Principal Balance were
outstanding.

6. The current rating of the Term Assets is not provided in this report.
Ratings can be obtained from Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc., by calling 212-438-2400 and from Moody's
Investors Service, Inc. by calling 212-553-0377.

U.S. Bank Trust National
Association, as Trustee

*The Trustee shall not be held responsible for the selection or use of the CUSIP number nor
is any representation made as to its correctness. It is included solely for the
convenience of the Holders.

STRUCTURED PRODUCTS CORP CORTS TR II FOR COUNTRYWIDE CAP I 8-K