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): ~~June~~July 1512, 2005

Structured Products Corp.

(Exact name of registrant as specified in its charter)

~~Delaware~~	~~001-31661~~Delaware	13001-~~3692801~~31661	13-3692801
~~(State or other jurisdiction of incorporation or organization)~~	(~~Commission~~State ~~File~~or ~~Number~~other jurisdiction of incorporation or organization)	(~~IRS~~Commission ~~Employer~~File ~~Identification~~ Number)	(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))

~~388~~Section ~~Greenwich~~8 ~~Street~~- Other Events Item 8.01 Other Events. Structured Products Corp., ~~New~~the ~~York~~registrant hereunder, ~~New~~acts ~~York~~as ~~10013~~depositor of the CAST Step-Up Trust II for General Electric Capital Corporation Notes (~~Address~~the "Trust"). The sole assets of the Trust are $75,690,000 principal ~~executive~~amount ~~offices~~of 5.45% Global Medium Term Notes, Series A due January 15, 2013 (the "Term Assets") issued by General Electric Capital Corporation. Pursuant to the trust agreement governing the Trust, the Trust has issued $75,000,000 principal amount of Monthly-Pay Step-Up Class A Certificates (~~Zip~~the ~~Code~~“Class A Certificates”) ~~Registrant's~~and ~~telephone~~$75,690,000 ~~number~~Notional ~~including~~Amount ~~area~~of ~~code~~Class B Certificates (~~212~~the “Class B Certificates”). ~~816-7496~~Pursuant to the trust agreement governing the Trust and the Warrant Agent Agreement, the Trust has issued 75,690 Call Warrants (the "Call Warrants"). U.S. Bank National Association, in its capacity as Warrant Agent, has received a notice from the holder of the Call Warrants of its intent to exercise 75,690 Call Warrants to purchase the Term Assets in full on July 27, 2005. The exercise of the Call Warrants is conditional upon receipt by the Trustee of the Warrant Exercise Purchase Price with respect to such exercise on the Exercise Date. As a result, if the Trustee receives the Warrant Exercise Purchase Price, the Class A Certificates will be redeemed in full on July 27, 2005 at a price of $1,000 plus $1.833333 accrued interest per Class A Certificate. Any capitalized terms used herein and not otherwise defined herein have the definition given to them in the documents pursuant to which the Trust is governed.

~~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:~~SIGNATURES

oPursuant ~~Written~~to ~~communications~~the ~~pursuant~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to ~~Rule~~be ~~425~~signed ~~under~~on its behalf by the ~~Securities~~undersigned ~~Act~~hereunto ~~(17CFR~~duly ~~230~~authorized.~~425)~~

oBy: ~~Soliciting~~/s/ ~~material~~Mark ~~pursuant~~C. toGraham ~~Rule~~Name: ~~14a-12~~Mark ~~under~~C. ~~the~~Graham ~~Exchange~~Title: ~~Act~~Authorized ~~(17CFR 240.14a-12)~~Signatory

oJuly ~~Pre-commencement~~12, ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))~~2005

o 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 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.

(c) Exhibits: 1. Trustee’s Report with respect to the June 15, 2005 Distribution Date for the CAST Step-Up Trust II for 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/ Mark C. Graham Name: Mark C. Graham Title: Authorized Signatory

June 15, 2005

EXHIBIT INDEX

Exhibit		Page
1	Trustee’s Report with respect to the June 15, 2005 Distribution Date for the CAST Step-Up Trust II for General Electric Capital Corporation Notes	5

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 June 15, 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	$	2.708333	$	2.708333
	B	$	0.000000	$	0.000000	$	0.000000
This is the final distribution on the Class B Certificates.

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 3.2500% 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 $0 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 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