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):April 30, 2004


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


 Delaware                           001-32089             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.
- -------   -------------

          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 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.


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Item 7.   Financial Statements, Pro-Forma Financial Information and Exhibits.
- -------   -------------------------------------------------------------------

          (a)  Not Applicable.

          (b)  Not Applicable.

          (c)  Exhibits:

               1.   Trustee's   Report  with  respect  to  the  April  30,  2004
                    Distribution  Date  for the  CorTS  Trust  for  PECO  Energy
                    Capital Trust III

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/ Mark C. Graham
                                                    ----------------------------
                                                    Name:   Mark C. Graham
                                                    Title:  Authorized Signatory






April 30, 2004



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EXHIBIT INDEX


Exhibit                                                                     Page
- -------                                                                     ----

   1      Trustee's Report with respect to the April 30, 2004                 6
          Distribution Date for the CorTS Trust for PECO
          Energy Capital Trust III





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                                   Exhibit 1

To the Holders of:
CorTS Trust for PECO Energy Capital Trust III
8% Corporate-Backed Trust Securities (CorTS) Certificates
*CUSIP:  22080R206

U.S. Bank Trust  National  Association,  as Trustee for the CorTS Trust for PECO
Energy Capital Trust III,  hereby gives notice with respect to the  Distribution
Date of April 30, 2004 (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 $25 Certificate, is as set forth below:

     Principal             Interest            Total Distribution
     $ 0.000000            $ 1.000000          $ 1.000000

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.   $27,500,000  aggregate  principal  amount of PECO Energy  Capital Trust III
     7.38% Capital Trust Pass- Through  Securities  due April 6, 2028 (the "Term
     Assets") are held for the above trust.

5.   At the close of business on the Distribution Date,  1,014,750  Certificates
     representing  $25,368,750  aggregate  Certificate  Principal  Balance  were
     outstanding.

6.   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
solely for the convenience of the Holders.




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