TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST IBM 1997-4

                               FINANCIAL STATEMENT
                        FOR THE YEAR ENDED JUNE 30, 1998

                         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, 1998

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, 1998. 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, 1998 on the basis of  accounting  as described in Note
2.

 Aston Bell & Associates
 January 15, 1999


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TIERS Corporate Bond-Backed Certificates
Trust IBM 1997-4
Schedule of Receipts and
Disbursements
For the Year Ended June 30,
1998

RECEIPTS

Interest on $100,000,000 p.a. International
Business Machines Corporation
7.125% Debentures due December 1, 2096                    $ 7,215,000
                                                         -------------

 Total Cash Receipts                                      $7,215,000
                                                           ==========



DISBURSEMENTS

Interest paid on $74,054,000 p.a. TIERS
Corporate Bond-Backed Certificates, Series IBM 1997-4,
Amortizing Class                                          $ 2,721,485

Interest paid on $73,212,984 p.a. TIERS
Corporate Bond-Backed Certificates,
Series IBM 1997-4, Amortizing Class                         2,690,577

 Principal paid on TIERS Corporate
Bond-Backed Certificates,
Series IBM 1997-4, Amortizing Class                       $ 1,712,938
                                                          -----------

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




The accompanying notes are an integral part of the financial statement

                                       4


                             ASTON BELL & ASSOCIATES

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

                 FOR THE YEAR ENDED JUNE 30, 1998

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.



                                       5


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

                        FOR THE YEAR ENDED JUNE 30, 1998

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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