TIERS CORPORATE BOND-BACKED CERTIFICATES
                         TRUST IBM 1997-4

                        FINANCIAL STATEMENT
                 FOR THE YEAR ENDED JUNE 30, 1999

                  TOGETHER WITH AUDITORS' REPORT




     TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4

                         TABLE OF CONTENTS

DESCRIPTION                                            PAGES

Independent Auditors' Report                             3

Schedule of Cash Receipts and Disbursements              4
 for the year ended June 30, 1999

Notes to Financial Statement                           5 - 6









                REPORT OF INDEPENDENT AUDITORS

                The Trustee of TIERS Corporate Bond-Backed
                Certificates Trust IBM 1997-4

                We have  audited  the  accompanying  Schedule  of  Receipts  and
                Disbursements  (the  "Schedule") of TIERS Corporate  Bond-Backed
                Certificates  Trust IBM 1997-4 for the year ended June 30, 1999.
                This  Schedule  is  the   responsibility   of  TIERS   Corporate
                Bond-Backed   Certificates   Trust  IBM  1997-4  Trustees.   Our
                responsibility  is to express an opinion on this Schedule  based
                on our audit.

                We conducted our audit in  accordance  with  generally  accepted
                auditing  standards.  Those  standards  require that we plan and
                perform the audit to obtain  reasonable  assurance about whether
                the Schedule is free of material misstatement. An audit includes
                examining,  on a test basis, evidence supporting the amounts and
                disclosures  in the Schedule.  An audit also includes  assessing
                the accounting principles used and significant estimates made by
                the  Trustees,  as  well  as  evaluating  the  overall  Schedule
                presentation.  We believe  that our audit  provides a reasonable
                basis for our opinion.

                As  described  in  Note  2,  the  financial  statement  presents
                receipts and  disbursements  of the TIERS Corporate  Bond-Backed
                Certificates  Trust  IBM  1997-4  in  accordance  with the trust
                indenture and is not intended to be a presentation  of financial
                statements  in accordance  with  generally  accepted  accounting
                principles.

                In our opinion,  the Schedule referred to above presents fairly,
                in all material respects,  the receipts and disbursements of the
                TIERS Corporate  Bond-Backed  Certificates  Trust IBM 1997-4 for
                the year  ended  June 30,  1999 on the  basis of  accounting  as
                described in Note 2.

                New York, New York
                September 30, 1999


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TIERS Corporate Bond-Backed Certificates Trust, Series IBM 1997-4
Schedule of Receipts and Disbursements
For the year ended June 30, 1999


RECEIPTS

Interest on $100,000,000 p.a International
 Business Machines Corporation 7.125% Debentures
  due December 1, 2096                                      $7,125,000

                                                           -----------
 Total Cash Receipts                                         7,125,000
                                                           ===========


DISBURSEMENTS

Interest paid on TIERS Corporate Bond-Backed
 Certificates Trust IBM 1997-4                              $2,658,534

Interest paid on TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4                                2,625,313

Principal paid on TIERS Corporate Bond-Backed
Certificates Trust IBM 1997-4                                1,841,153

                                                           -----------
Total Cash Disbursements                                    $7,125,000
                                                           ===========


The accompanying notes are an integral part of financial statements

                               ASTON BELL & ASSOCIATES


                                       4



     TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
                   NOTES TO FINANCIAL STATEMENT

                 FOR THE YEAR ENDED JUNE 30, 1999

NOTE 1
- ------


TIERS  Corporate  Bond-Backed  Certificates  Trust IBM 1997-4 (the  "Trust") was
formed  pursuant to the Trust  Agreement dated as of June 16, 1997 (the "Closing
Date"), between Structured Products Corp., as depositor,  and First Trust of New
York, National Association, as trustee, as supplemented by the Series IBM 1997-4
Supplement  dated as of June 16, 1997.  The Trust  Agreement was qualified as an
indenture under the Trust Indenture Act of 1939, as amended.

Securities of the Trust are Certificates,  each of which represents a fractional
undivided  beneficial  interest  in the  Trust;  these  securities  were  issued
pursuant to the Trust  Agreement  and  consisted of two  classes:  the ZTF Class
Certificates and the Amortizing Class Certificates. In addition, the Term Assets
are the sole assets of the Trust from which  Certificateholders will receive any
distributions.

NOTE 2
- ------


The  financial  statement  presents  receipts  and  disbursements  of the  TIERS
Corporate Bond-Backed Certificates Trust IBM 1997-4 in accordance with the trust
indenture and is not intended to be a  presentation  of financial  statements in
accordance with generally  accepted  accounting  principles.  Certain  financial
statement items are defined in the trust indenture as follows:

Term Assets - The Term Assets consist of $100,000,000 aggregate principal amount
of 7 1/8% International Business Machines Corporation Debentures due December 1,
2096,  having the  characteristics  described in a prospectus  dated December 3,
1996 and a  supplement  thereto  dated  December  3, 1996.  The Term Assets were
issued  and sold as part of an  underwritten  public  offering  of  $850,000,000
aggregate principal amount of such securities.


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     TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4
                   NOTES TO FINANCIAL STATEMENT

                 FOR THE YEAR ENDED JUNE 30, 1999

NOTE 2 - CONTINUED
- ------------------


ZTF Class  Certificates  -The ZTF Class  Certificates  consist  of  $100,000,000
aggregate Certificate Principal Balance. Subject to the occurrence of a Maturity
Shortening  Redemption or an Optional Redemption,  no cash distributions will be
made  on the  ZTF  Class  Certificates.  Instead,  the  ZTF  Class  Certificates
outstanding  on June  1,  2017  will  be  terminated  and  deemed  involuntarily
surrendered  by the holders  thereof in exchange  for a principal  amount of the
Term  Assets  underlying  such ZTF  Class  Certificates  equal to the  aggregate
Certificate Principal Balance of such ZTF Class Certificates.

Amortizing  Class  Certificates - The Amortizing Class  Certificates  consist of
$74,054,000  aggregate initial Certificate  Principal Balance.  Distributions on
the  Amortizing  Class  Certificates  will consist of semiannual  Fixed Payments
payable on each Distribution Date up to and including June 1, 2017.


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