UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549 ______________________________ FORM 8-K~~

~~CURRENT~~Washington, ~~REPORT Pursuant~~D.C. ~~to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~ 20549

~~Date of Report (Date of earliest event reported): June 19, 2008~~ ______________________________

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 7, 2009

Structured Products Corp.

on behalf of

TIERS Principal-Protected Minimum Return Asset Backed Certificates ~~Trust~~ ~~Series S&P 2003-33~~Trust

Series S&P 2003-33

(Exact name of registrant as specified in its charter)

Delaware	001-31988	13-3692801
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

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

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:

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

[o ] 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))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

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

Section 28 –- ~~Financial~~Other ~~Information~~Events

Item 28.01 ~~Completion~~Other ~~of Acquisition or Disposition of Assets~~Events.

This current report on Form 8-K relates to ana ~~exchange~~distribution made to holders of ~~assets~~the ~~made~~Certificates issued by the TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series S&P 2003-33 ~~(the "Trust")~~.

~~On June 19, pursuant to~~ Section 59 ~~of the TIERS® Asset Backed Supplement Series S&P 2003~~-33 ~~dated~~Financial ~~January~~Statements ~~4, 2007 (the "Series Supplement"), between Structured Products Corp., as depositor (the "Depositor"),~~ and U.S. Bank National Association, Cayman Islands Branch, a company organized and existing under the laws of the United States of America, registered as a foreign company under Part IX of the Companies Law (2003 Revision) of the Cayman Islands and holding a bank and trust license pursuant to the Banks and Trust Companies Law (2003 Revision) of the Cayman Islands, as trustee (the "Trustee"), supplementing the Corporate Trust Agreement dated as of January 4, 2007 (the "Base Corporate Trust Agreement"), between the Depositor and the Trustee, the Trust exchanged $4,500,000 of Capital One Multi-Asset Execution Trust Class A (2003-A3) Notes (CUSIP: 14041NASO) as Term Assets (as defined in the Series Supplement) for $4,500,000 of Discover Card Master Trust I Class A (2003-3) Certificates (CUSIP: 25466KEQ8) as Term Assets.Exhibits

~~The~~Item issuer of the Term Assets acquired by the Trust on June 19, 2008, 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")9.01 ~~Periodic~~Financial ~~reports~~Statements and other information required to be filed pursuant to the Exchange Act, by such issuer, 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, NExhibits.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 such Term Assets, or guarantor thereof, or successor thereto, as applicable, or such Term Assets have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.

Underlying Securities Issuer(s) or Guarantor, or successor thereto	Exchange Act File Number
Discover Card Master Trust I	000-23108

(c)

Exhibits:

21. Trustee's Report with respect to the January 7, 2009 Distribution Date for the TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series S&P 2003-33

~~SIGNATURES~~ 2

~~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.~~ SIGNATURES

~~By: /s/~~Pursuant ~~Brian~~to ~~Clancy ________________________________ Name: Brian~~the ~~Clancy Title: Authorized~~requirements ~~Signatory~~ 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.

~~June~~By: ~~19,~~/s/ ~~2008~~Brian Clancy ________________________________ Name: Brian Clancy Title: Authorized Signatory

3January 7, 2009

EXHIBIT INDEX

Exhibit		Page
1	Trustee's Report with respect to the January 7, 2009 Distribution Date for the TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series S&P 2003-33	5

Exhibit 1

To the Holders of:
TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series S&P 2003-33 Due January 7, 2009

*CUSIP:	G88651107

U.S. Bank National Association, Cayman Islands Branch, as Trustee (the Trustee") for the TIERS Principal-Protected Minimum Return Asset Backed Certificates Trust Series S&P 2003-33 (the "Trust"), hereby gives notice with respect to the Final Scheduled Distribution Date of January 7, 2009 (the "Final Distribution Date") as follows:

1.	The amount of the distribution (the "Final Distribution) payable to the Certificateholders on the Final Distribution Date allocable to principal and premium, if any, and interest, expressed as a dollar amount per $10 Certificate, is as set forth below:

Principal		Interest Distribution Amount		Supplemental Distribution		Total Distribution
	$10.000000	$	0.900000	$	0.000000	$	10.900000

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.	All of the Term Assets were sold for settlement on the Final Scheduled Distribution Date. Following such settlements, no Term Assets are held for this Trust.

Following the Final Distribution, 0 Certificates representing $0 aggregate Certificate Principal Balance were outstanding and the Trust terminated.

Following the Final Distribution, the Notional Amount of the ISDA Master Agreement, the Schedule thereto and the Confirmation thereto (together the "Swap") dated January 4, 2004 between Citigroup Global Markets Holdings Inc. (formerly Salomon Smith Barney Holdings Inc.) and the Trustee is $0. Payments to the Trust under the Swap were guaranteed pursuant to terms of a financial guaranty insurance policy issued by AMBAC Assurance Corporation (the "Policy"). The Policy will terminate according to its terms.

U.S. Bank National Association, Cayman Islands Branch, 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.

Filing Compare · STRUCTURED PRODUCTS CORP TIERS PRINCIPAL SERIES 2003 33