STRUCTURED PRODUCTS CORP.
                              390 GREENWICH STREET
                            NEW YORK, NEW YORK 10013






August 30, 2006


Securities and Exchange Commission 100 F Street, N.E.
Washington, D.C. 20549
Attention: Rolaine Bancroft, Esq.


Re:      Structured Products Corp.
         Form S-3 Registration Statement
         File No: 333-133978



Dear Ms. Bancroft:

On behalf of Structured Products Corp., the undersigned hereby requests that the
effective  date of the  above-referenced  Form  S-3  Registration  Statement  be
accelerated  to  3:30  p.m.  on  August  31,  2006,  or as  soon  thereafter  as
practicable.

The  registrant  acknowledges  that  (1)  should  the  Securities  and  Exchange
Commission  (the  "Commission")  or the  staff,  acting  pursuant  to  delegated
authority,  declare the filing  effective,  it does not foreclose the Commission
from  taking  any  action  with  respect  to the  filing;  (2) the action of the
Commission or the staff,  acting pursuant to delegated  authority,  in declaring
the  filing   effective,   does  not  relieve  the  registrant   from  its  full
responsibility  for the adequacy and accuracy of the  disclosure  in the filing;
and (3) the registrant may not assert this action as a defense in any Securities
and Exchange Commission






Page 2


proceeding  initiated  by  the  Commission  or  any  person  under  the  federal
securities laws of the United States.

Very truly yours,



Structured Products Corp.




By: /s/ John Dickey
        --------------------------------------------------
        Name:   John Dickey
        Title:  Assistant Vice President, Finance Officer