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): March 11, 2004



                           STRUCTURED PRODUCTS CORP.
                           -------------------------
             (Exact name of registrant as specified in its charter)


 Delaware                            001-13668            13-3692801
 --------                            ---------            ----------
(State or other jurisdiction of     (Commission File     (IRS Employer
 incorporation or organization)      Number)              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.
                                                  --------------


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Item 1.  Changes in Control of Registrant.
- -------  ---------------------------------
         Not Applicable.

Item 2.  Acquisition or Disposition of Assets.
- -------  -------------------------------------
         Not Applicable.

Item 3.  Bankruptcy or Receivership.
- -------  ---------------------------
         Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant.
- -------  ----------------------------------------------
         Not Applicable.

Item 5.  Other Events.
- -------  -------------

         On   March   11,   2003,   $7,219,000   principal   amount   of   TIERS
         Principal-Protected   Trust  Certificates,   Series  FFH  2001-12  were
         surrendered for  cancellation by Citigroup  Global Markets Inc. against
         delivery of $7,452,000  principal amount of Fairfax Financial  Holdings
         Limited 7.75% Notes due July 15, 2037 and $7,219,000 maturity amount of
         United States  Treasury STRIPS due May 15, 2030.  $2,710,000  principal
         amount of TIERS  Principal-Protected  Trust  Certificates,  Series  FFH
         2001-12 remain outstanding.

         On   March   11,   2003,   $9,143,000   principal   amount   of   TIERS
         Principal-Protected   Trust  Certificates,   Series  PXT  2000-11  were
         surrendered for  cancellation by Citigroup  Global Markets Inc. against
         delivery of $9,143,000  principal  amount of PXRE Capital Trust I 8.85%
         Capital Trust Pass-Through Securities and $9,143,000 maturity amount of
         United  States  Treasury  STRIPS due  February  15,  2027.  $15,857,000
         principal  amount  of  TIERS  Principal-Protected  Trust  Certificates,
         Series PXT 2000-11 remain outstanding.

         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 Product 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

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         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.

Item 6.  Resignations of Registrant's Directors.
- -------  ---------------------------------------
         Not Applicable.

Item 7.  Financial Statements, Pro-Forma Financial Information and Exhibits.
- -------  -------------------------------------------------------------------
         (a) Not Applicable.

         (b) Not Applicable.

         (c) Exhibits: None

Item 8.  Change in Fiscal Year
- -------  ---------------------
         Not Applicable.

Item 9.  Regulation FD Disclosure
- -------  ------------------------
         Not Applicable.




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                                   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 thereunto duly authorized.



                                             By:  /s/ John W. Dickey
                                               ---------------------------------
                                               Name:  John W. Dickey
                                               Title: Authorized Signatory















March 11, 2004





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