SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:                     Commission file number:
         December 31, 1996                           33-55860

            STRUCTURED PRODUCTS CORP., on behalf of TIERS TRUST 1
           (Issuer in respect of the Structured Treasury Escalating
                     Pass-Through Certificates, Series 1)
             (Exact name of registrant as specified in its charter)

            United States of America                           13-3692801
         (State or other jurisdiction                      (I.R.S. Employer
         of incorporation or organization                 Identification No.)

                            Seven World Trade Center
                                   33rd Floor
                               New York, NY 10048
               (Address of principal executive offices) (zip code)

Registrant's telephone number, including area code:

                                 (212) 783-6645

Securities registered pursuant to Section 12(b) of the Act:

     TIERS Trust 1, Structured Treasury Escalating Pass-Through Certificates,
Series 1

Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to filed such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                       Yes               No   /x/

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.






                                Introductory Note

Structured Products Corp. (the "Depositor") is the depositor under the Trust
Agreement, dated as of March 29, 1995, and the Series 1 Supplement, dated as of
March 29, 1995, by and between the Depositor and Bankers Trust Company, as
Trustee (the "Trustee"), providing for the issuance of the Structured Treasury
Escalating Pass-Through Certificates, Series 1 ( the "Certificates") and is the
depositor for TIERS Trust 1 (the "Registrant"). The Certificates do not
represent obligations of or interests in the Depositor. Pursuant to staff
administrative positions established in various no-action letters, see, e.g.,
Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995); Lehman
Structured Assets, Inc. (available December 8, 1994), Depositor is not required
to respond to various items of Form 10-K. Such items are designated herein as
"Not Applicable."

                                     PART I

Item 1.  Business

                  Not Applicable

Item 2.  Properties

                  Not Applicable

Item 3.  Legal Proceedings

                  None

Item 4.  Submission of Matters To A Vote Of Security Holders.

                  None

                                     PART II

Item 5.  Market For Registrant's Common Equity and Related Stockholder Matters

                  The Certificates issued by TIERS Trust 1 were all redeemed as
                  of February 15, 1996.

Item 6.  Selected Financial Data

                  Not Applicable

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

                  Not Applicable

                                                                  

                                        2




Item 8.  Financial Statements and Supplementary Data

                  Not Applicable

Item 9.  Changes In and Disagreements With Accountants On Accounting and 
         Financial Disclosure

                  None

Item 10. Directors and Executive Officers of the Registrant

                  Not Applicable

Item 11. Executive Compensation

                  Not Applicable

                                    PART III

Item 12. Security Ownership Of Certain Beneficial Owners and Management

         (a)      TIERS Trust 1 was terminated, and all Certificates redeemed, 
                  on February 16, 1996.  Thus, no Certificates are outstanding 
                  as of December 31, 1996.

         (b)      Not Applicable

         (c)      Not Applicable

Item 13. Certain Relationships and Related Transactions

                  None

                                                             
                                        3






                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K

(a)      The following documents are filed as part of this Report:

         None.

(b)      None.

(c)      None.



                                        4





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                           STRUCTURED PRODUCTS CORP.,
                                            as depositor for Trust Registrant

Date:  April 15, 1997                      By:   /s/ Philip U. Tremmel
                                               --------------------------
(information provided as of                      Philip U. Tremmel
December 31, 1996)                               Vice President and Finance
                                                 Officer



                                        5