UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549_____________________________________________ FORM 8-K~~

~~CURRENT~~SECURITIES ~~REPORT~~AND ~~Pursuant~~EXCHANGE ~~to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~COMMISSION

~~Date of Report (Date of earliest event reported): February 2~~Washington, ~~2005~~D.C. 20549

~~Structured Products Corp.~~______________________________

~~(Exact~~FORM ~~name of registrant as specified in its charter)~~ 8-K

Delaware (State or other jurisdiction of incorporation or organization)	001-31665 (Commission File Number)	13-3692801 (IRS Employer Identification Number)
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))

CURRENT REPORT

1Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~Section~~Date 8of —Report ~~Other~~(Date ~~Events~~of ~~Item~~earliest ~~8.01~~event ~~Other~~reported): ~~Events.~~May 2, 2005

This current report on Form 8-K relates to a distribution made to holders of the Certificates issued by the CAST Step-Up Trust for CIT Group 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 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~~(Exact 9-name ~~Financial~~of ~~Statements~~registrant ~~and~~as ~~ExhibitsItem~~specified ~~9.01~~in ~~Financial~~its ~~Statements and Exhibits.~~charter)

(c) Exhibits:

Delaware	001-31665	13-3692801
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

1.388 ~~Trustee’s~~Greenwich ~~Report~~Street, ~~with~~New ~~respect~~York, toNew ~~the~~York ~~February~~10013 2,(Address ~~2005~~of ~~Distribution~~principal ~~Date~~executive ~~for~~offices) ~~the~~(Zip ~~CAST~~Code) ~~Step-Up~~Registrant's ~~Trust~~telephone ~~for~~number ~~CIT~~including ~~Group~~area ~~Notes~~code (212) 816-7496.

2Check 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:

~~SIGNATURES~~o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

~~Pursuant~~o toSoliciting ~~the~~material ~~requirements~~pursuant ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beRule ~~signed~~14a-12 onunder ~~its behalf by~~ the ~~undersigned~~Exchange ~~hereunto~~Act ~~duly~~(17CFR ~~authorized~~240. 14a-12)

~~By:~~o ~~/s/~~Pre-commencement ~~Mark~~communications C.pursuant ~~Graham~~to ~~Name:~~Rule ~~Mark~~14d-2(b) C.under ~~GrahamTitle:~~the ~~Authorized~~Exchange ~~Signatory~~Act (17CFR 240.14d-2(b))

~~February~~o 2,Pre-commencement ~~2005~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

~~EXHIBIT~~Section ~~INDEX~~8 - Other Events

Exhibit		Page
1	Trustee’s Report with respect to the February 2, 2005 Distribution Date for the CAST Step-Up Trust for CIT Group Notes	5

Item 8.01 Other Events.

4This current report on Form 8-K relates to a distribution made to holders of the Certificates issued by the CAST Step-Up Trust for CIT Group Notes.

~~Exhibit~~The 1issuer 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.

CAST Step-Up Trust for CIT Group Notes
Monthly-Pay Step-Up Class A Certificates	*CUSIP: 14835Q AA2
Class B Certificates	*CUSIP: 14835Q AB0

Section 9- Financial Statements and Exhibits

UItem 9.S.01 ~~Bank~~Financial ~~Trust~~Statements ~~National~~and Association, as Trustee for the CAST Step-Up Trust for CIT Group Notes (the “Trust”), hereby gives notice with respect to the Distribution Date of February 2, 2005(the “Distribution Date”) as follows:Exhibits.

1.(c) 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 belowExhibits:

Class	Principal	Interest	Total Distribution
A	$ 0.000000	$ 3.750000	$ 3.750000
B	$ 0.000000	$ 0.000000	$ 0.000000

1.	Trustee’s Report with respect to the May 2, 2005 Distribution Date for the CAST Step-Up Trust for CIT Group Notes

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 4.50% and the Class B Certificates bear interest at a rate of 3.25% during the period ending on the Distribution Date.~~SIGNATURES

4.Pursuant Noto ~~fees~~the ~~have~~requirements ~~been~~of ~~paid~~the toSecurities Exchange Act of 1934, the ~~Trustee~~registrant orhas ~~any~~duly ~~other~~caused ~~party~~this ~~from~~report ~~the~~to ~~proceeds~~be ofsigned on its behalf by the ~~Term~~undersigned ~~Assets~~hereunto duly authorized.

5.By: ~~$33,000,000~~/s/ ~~aggregate~~Mark ~~principal~~C. ~~amount~~Graham of________________________________ ~~CIT~~Name: ~~Group~~Mark ~~Inc~~C. ~~7.75%~~Graham ~~Senior~~Title: ~~Notes~~Authorized ~~due April 2, 2012 (the “Term Assets”) are held for the above trust.~~Signatory

6.May ~~At the close of business on the Distribution Date~~2, ~~33,000 Class A Certificates representing $33,000,000 aggregate Certificate Principal Balance and $33,000,000 aggregate Notional Amount of Class B Certificates were outstanding.~~2005

7. The Notional Amount of the ISDA Master Agreement , the Schedule thereto and the Confirmation thereto each dated April 4, 2003 between the Trust and Citigroup Global Markets Limited ( f/k/a Salomon Brothers International Limited) (collectively the “Swap”), is $33,000,000. 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 April 4, 2003.3

8.EXHIBIT 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.INDEX

U.S. Bank Trust National Association, as Trustee

Exhibit		Page
1	Trustee’s Report with respect to the May 2, 2005 Distribution Date for the CAST Step-Up Trust for CIT Group Notes	5

*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. 4

5Exhibit 1

To the Holders of:
CAST Step-Up Trust for CIT Group Notes
Monthly-Pay Step-Up Class A Certificates *CUSIP: 14835Q AA2
Class B Certificates *CUSIP: 14835Q AB0

U.S. Bank Trust National Association, as Trustee for the CAST Step-Up Trust for CIT Group Notes (the “Trust”), hereby gives notice with respect to the Distribution Date of May 2, 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 $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	$	3.750000	$	3.750000
B	$	0.000000	$	0.000000	$	0.000000

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 4.50% and the Class B Certificates bear interest at a rate of 3.25% 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.	$33,000,000 aggregate principal amount of CIT Group Inc. 7.75% Senior Notes due April 2, 2012 (the “Term Assets”) are held for the above trust.

6.	At the close of business on the Distribution Date, 33,000 Class A Certificates representing $33,000,000 aggregate Certificate Principal Balance and $33,000,000 aggregate Notional Amount of Class B Certificates were outstanding.

The Notional Amount of the ISDA Master Agreement , the Schedule thereto and the Confirmation thereto each dated April 4, 2003 between the Trust and Citigroup Global Markets Limited ( f/k/a Salomon Brothers International Limited) (collectively the “Swap”), is $33,000,000. 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 April 4, 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 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.

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