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): July 26, 2002

Structured Products Corp.

(Exact name of registrant as specified in its charter)

Delaware 333-89080 13-3692801

(State or other jurisdiction
of incorporation or
organization) (Commission
File Number) (IRS Employer
Identification
Number)

390 Greenwich Street, New York, New York 10013

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code (212) 723-9654

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.

Item 6. Resignations of Registrant's Directors.

Not Applicable.

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

(a)    Not Applicable.

(b)    Not Applicable.

(c)    Exhibits.

Exhibit 5.1 to Form S-3 Description

Opinion of Orrick, Herrington &
Sutcliffe LLP with respect to legality.

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.

Dated August 7, 2002

By:           /s/ Matthew R. Mayers                                                          
           Name: Matthew R. Mayers
           Title: Authorized Signatory

EXHIBIT INDEX

Description Paper (P) or
Electronic (E)

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality in
connection with Corts Trust For Unum Notes E