This is a  re-filing  of a Form  8-A12B  filing made on March 26, 2001 under CIK
0000894356  (Structured  Products  Corp.).  We are making  this  filing,  at the
request of the SEC's staff,  for the sole purpose of obtaining a commission file
number.


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                            STRUCTURED PRODUCTS CORP.
                            -------------------------
             (Exact name of registrant as specified in its charter)




                Delaware                                 13-3692801
- ----------------------------------------  ----------------------------------------
                                       
(State of incorporation or organization)     (IRS Employer Identification No.)


        390 Greenwich Street                               10013
         New York, New York
- ----------------------------------------  ----------------------------------------
(Address of principal executive offices)                 (Zip Code)

If this form relates to the registration  If this form relates to the registration
of  a  class  of  securities pursuant to  of  a  class  of  securities pursuant to
Section 12(b) of the Exchange Act and is  Section 12(g) of the Exchange Act and is
effective      pursuant    to    General  effective     pursuant    to     General
Instruction A. (c),  please  check   the  Instruction A. (d),  please  check   the
following box. [x]                        following box. [_]

- ----------------------------------------  ----------------------------------------

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

           Title of Each Class                 Name of Each Exchange on Which
           to be so Registered                 Each Class is to be Registered
- ----------------------------------------  ----------------------------------------

   3,313,600 Corporate-Backed Trust
Securities (CorTS(R)) Certificates, with
   a principal amount of $82,840,000
         (the "Certificates")                      New York Stock Exchange

- ----------------------------------------  ----------------------------------------


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

                                      None
                                      ----



Item 1.  Description of Registrant's Securities to be Registered.
         -------------------------------------------------------

         The description of the  Certificates to be registered  hereunder is set
forth under the captions entitled:  "Summary";  "Risk Factors";  "Description of
the Certificates";  "Certain ERISA Considerations";  and "Certain Federal Income
Tax Considerations" in Registrant's  Prospectus Supplement dated March 23, 2001,
and "Risk Factors" and "Description of Certificates" in Registrant's Prospectus,
dated May 13, 1999, which description is incorporated herein by reference.

Item 2.  Exhibits.
         --------

         1.  Certificate of  Incorporation  of Structured  Products Corp. is set
forth  as  Exhibit  3.1  to  the  Registration  Statement  on  Form  S-3  and is
incorporated herein by reference.

         2. By-laws,  as amended,  of Structured Products Corp. are set forth as
Exhibit  3.2 to the  Registration  Statement  and  are  incorporated  herein  by
reference.

         3.  Form  of  Trust  Agreement  is  set  forth  as  Exhibit  4.3 to the
Registration Statement and is incorporated herein by reference.

         4. Form of the Prospectus is attached to the Registration Statement and
is incorporated herein by reference.

         5. Form of the  Prospectus  Supplement  dated  March 23, 2001 which was
filed with the Securities and Exchange Commission on March 23, 2001, pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended, and is incorporated
herein by reference.

         6. Form of CorTS(R)  Supplement  2001-10,  dated as of March 23,  2001,
which is set forth as an exhibit on Form 8-A12B  filed with the  Securities  and
Exchange  Commission,  for  Structured  Products Corp, on March 26, 2001, and is
incorporated herein by reference.


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                                       2




                                   SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                          STRUCTURED PRODUCTS CORP.

Date:    March 26, 2001


                                          By:  /s/ Matthew R. Mayers
                                            ------------------------------------
                                            Authorized Signatory