

                                       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): January 1, 2005



                                 Structured Products Corp.

            (Exact name of registrant as specified in its charter)


                    Delaware               001-32047            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))


                                      1

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 III for First Union Institutional Capital II.

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.

Trustee's Report with respect to the January 1, 2005 Distribution Date for
the CorTS Trust III for First Union Institutional Capital II



                                         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/ Mark C. Graham
                                        Name:   Mark C. Graham
                                        Title:  Authorized Signatory



















January 1, 2005


                                      3

EXHIBIT INDEX


Exhibit                                                                    Page
               Trustee's  Report with respect to the January 1, 2005
   1           Distribution  Date for the CorTS  Trust III for First        5
               Union Institutional Capital II.



















                                      4

Exhibit 1

To the Holders of:
CorTS Trust III for First Union Institutional Capital II
7.5% Corporate-Backed Trust Securities (CorTS) Class A Certificates
*CUSIP: 22081M206 Class: A
*CUSIP: 22081MAA5 Class: B

U.S. Bank Trust National Association, as Trustee for the CorTS Trust III for First Union
Institutional Capital II, hereby gives notice with respect to the Distribution Date of
January 1, 2005 (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 Class A Certificate and per $1,000
Notional Amount of Class B Certificates, is as set forth below:

Class Principal Interest Total
Distribution
A $ 0.000000 $ 0.468750 $ 0.468750
B $ 0.000000 $ 1.750000 $ 1.750000

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. $40,777,000 aggregate principal amount of First Union Institutional
Capital II 7.85% Capital Securities due January 1, 2027 (the "Term
Assets") are held for the above trust.

5. At the close of business on the Distribution Date, 1,631,080 Class A
Certificates representing $40,777,000 aggregate Certificate Principal
Balance and $40,777,000 aggregate Notional Amount of Class B Certificates
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 for the convenience of
the Holders.

STRUCTURED PRODUCTS CORP CORTS TR III FR FIRST UN INS CAP II 8-K