TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8

                               FINANCIAL STATEMENT
                        FOR THE YEAR ENDED JUNE 30, 1998

                         TOGETHER WITH AUDITORS' REPORT




















            TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8








                         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 APA 1997-8

We  have   audited  the   accompanying   Schedule  of  Receipts   and
Disbursements   (the  "Schedule")  of  TIERS  Corporate   Bond-Backed
Certificates  Trust APA 1997-8 for the year ended June 30, 1998. This
Schedule  is  the  responsibility  of  TIERS  Corporate   Bond-Backed
Certificates  Trust APA 1997-8  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
APA 1997-8 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 APA  1997-8  for the year
ended June 30, 1998 on the basis of  accounting  as described in Note
2.

Aston Bell & Associates
January 15, 1999

                                       3


TIERS Corporate Bond-Backed Certificates
Trust APA 1997-8
Schedule of Receipts and
Disbursements
For the Year Ended June 30,
1998

RECEIPTS

 Interest on $75,000,000 p.a.
Apache Corporation

7.375% Debentures due August 15, 2047      $ 2,796,354
                                           ------------
Total Cash Receipts                        $ 2,796,354
                                            ===========



DISBURSEMENTS

Interest paid on $58,072,000 p.a. TIERS
Corporate Bond-Backed Certificates,
Series APA 1997-8, Amortizing Class        $ 2,119,692

Principal paid on TIERS Corporate
Bond-Backed Certificates,
Series APA 1997-8, Amortizing Class             676,662
                                            -----------
Total Cash Disbursements                   $  2,796,354
                                            ===========



The accompanying notes are an integral part of the
financial statement


                                       4




                             ASTON BELL & ASSOCIATES

            TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST APA 1997-8
                          NOTES TO FINANCIAL STATEMENT

                        FOR THE YEAR ENDED JUNE 30, 1998

NOTE 1

TIERS  Corporate  Bond-Backed  Certificates  Trust APA 1997-8 (the  "Trust") was
formed  pursuant  to the Trust  Agreement  dated as of  September  15, 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 APA 1997-8 Supplement dated as of September 15, 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.



                                       5


NOTE 2

The  financial  statement  presents  receipts  and  disbursements  of the  TIERS
Corporate Bond-Backed Certificates Trust APA 1997-8 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 $75,000,000  aggregate  principal
amount of Apache Corporation Fifty Year 7.375% Debentures,  due August 15, 2047,
having the characteristics  described in a prospectus dated October 31, 1996 and
a supplement  thereto dated August 8, 1997. The Term Assets were issued and sold
as part of an underwritten  public offering of $150,000,000  aggregate principal
amount of such securities.

     ZTF Class Certificates -The ZTF Class  Certificates  consist of $75,000,000
aggregate  Certificate  Principal  Balance.  Except  in the  case of a  Maturity
Shortening  Redemption,  no cash  distributions  will  be made on the ZTF  Class
Certificates. Instead, the ZTF Class Certificates outstanding on August 15, 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 $58,072,000 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 August 15, 2017.










                                       6