                                       
                                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): DecemberJanuary 15, 20042005



                                                           Structured Products Corp.

                            (Exact name of registrant as specified in its charter)


                     Delaware                                     001-31661                        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
      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   CAST  Step-Up  Trust   II for  
      General   Electric   Capital
       Corporation Notes.

      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
      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  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
      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 as
      applicable,  or the underlying  securities have not occurred or
       have not 
      yet   been publicly  publicly   disclosed  which   would   affect   the   accuracy   or completeness
      completeness of the publicly available documents described above.


Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

                     (c)   Exhibits:

                                 1.      Trustee's Report with respect to the DecemberJanuary 15, 20042005
                                           Distribution Date for the CAST Step-Up Trust II for
                        General General
                   Electric Capital Corporation Notes



                                                                           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







January 15, 20042005


EXHIBIT INDEX


Exhibit                                                                    Page

   1     Trustee's Report with respect to the DecemberJanuary 15, 2004             2005              5
         Distribution Date for the CAST Step-Up Trust II for
         General Electric Capital Corporation Notes

Exhibit 1

To the Holders of:
CAST Step-Up Trust II for General Electric Capital Corporation Notes
Monthly-Pay Step-Up
Class A Certificates *CUSIP: 14835P AB2
Class B Certificates *CUSIP: 14835P AA4

U.S. Bank Trust National Association, as Trustee for the CAST Step-Up Trust
II for General
Electric Capital Corporation Notes (the "Trust"), hereby gives
notice with respect to the
Distribution Date of DecemberJanuary 15, 20042005 (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 $1,000 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 $ 2.708333 $ 2.708333
B $ 0.000000 $ 0 11.000000 148000 $ 0 11.000000148000

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

3. The Class A Certificates bear interest at the rate of 3.25% and the Class
B Certificates bear interest at a rate of 2.2296% during the period
ending on the Distribution Date.

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

5. $75,690,000 aggregate principal amount of General Electric Capital
Corporation 5.45% Global Medium-Term Notes, Series A due January 15, 2013
(the "Term Assets") are held for the above trust.

6. At the close of business on the Distribution Date, 75,000 Class A
Certificates representing $75,000,000 aggregate Certificate Principal
Balance and $75,690,000 aggregate Notional Amount of Class B Certificates
were outstanding.

7. The Notional Amount of the ISDA Master Agreement, the Schedule thereto
and the Confirmation thereto each dated March 31, 2003 between the Trust
and Citigroup Global Markets Limited ( f/k/a Salomon Brothers
International Limited) (collectively the "Swap"), is $75,000,000.
Payment of the obligations of Citigroup Global Markets Limited under the
Swap is guaranteed by Citigroup Global Markets Holdings Inc. (f/k/a
Salomon Smith Barney Holdings Inc.) under a Guarantee Agreement dated
March 31, 2003.

8. 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
division of The McGraw-Hill Companies, Inc., by calling 212-438-2400 and
from Moody's
Investors Service, Inc. by calling 212-553-0377.

Filing Compare · STRUCTURED PRODUCTS CORP CAST SM STEP UP TR II GE CAP CORP