SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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, 2008                                            001-31639

                            STRUCTURED PRODUCTS CORP.,
                                 on behalf of

                      CorTS Trust II For Ford Notes

           (Exact name of registrant as specified in its charter)

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

                              388 Greenwich Street
                            New York, New York 10013
               (Address of principal executive offices) (zip code)

Registrant's telephone number including area code:

                                 212-816-7496

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

Title of Each Class                    Name of Each Exchange on Which Registered

CorTS Trust II For Ford Notes,          New York Stock Exchange
Corporate-Backed Trust
Securities (CorTS) Certificates


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 have filed such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes  X(1)        No ____


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]


_______________________
(1) Pursuant to staff administrative positions established in the no-action
letter Corporate Asset Backed Corporation ("CABCO") (available August 9, 1995),
the Depositor is not required to respond to various items of Form 10-K.  Such
items are designated herein as "Not Applicable".


<PAGE>


As of the date of this report, all of the common stock of the Registrant is
held by Citigroup Global Markets Holdings Inc.

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                            Yes  __          No  _X_


                   Documents Incorporated by Reference

The distribution reports to security holders filed on Form 8-K during the fiscal
year in lieu of reports on Form 10-Q, which includes the reports filed on
Form 8-K listed in Item 15(b) hereto.


                             Introductory Note

Structured Products Corp. (the "Depositor") is the depositor under the Base
Trust Agreement, dated as of December 15, 2000, as supplemented by the CorTS
Supplement 2003-3, dated as of March 12, 2003, by and between the Depositor and
U.S. Bank Trust National Association, as Trustee (the "Trustee"), providing for
the issuance of the CorTS Trust II For Ford Notes, Corporate-Backed Trust
Securities (CorTS) Certificates (the "Certificates") and is the depositor for
the Certificates (the "Registrant"). The Certificates do not represent
obligations of or interests in the Depositor or the Trustee.

The issuer(s) of the underlying securities, or guarantor thereof, or successor
thereto, as applicable, is subject to the information reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For
information on the issuer(s) of the underlying securities, or guarantor thereof,
or successor thereto, as applicable, please see its periodic and current reports
filed with the Securities and Exchange Commission (the "Commission"). Such
reports and other information required to be filed pursuant to the Exchange Act,
by the issuer(s) of the underlying securities, or guarantor thereof, or
successor thereto, as applicable, may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a site on the World Wide
Web at "http://www.sec.gov" at which users can view and download copies of
reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
system, or "EDGAR." Neither the Depositor nor the Trustee has participated in
the preparation of such reporting documents, or made any due diligence
investigation with respect to the information provided therein. Neither the
Depositor nor the Trustee has verified the accuracy or completeness of such
documents or reports. There can be no assurance that events affecting the
issuer(s) of the underlying securities, or guarantor thereof, or successor
thereto, as applicable, or the underlying securities have not occurred or have
not yet been publicly disclosed that would affect the accuracy or completeness
of the publicly available documents described above. The chart below lists
each trust, the issuer(s) or guarantor, or successor thereto, of the related
underlying security, and its respective Exchange Act file numbers, if
applicable.


   Underlying Securities Issuer(s) or Guarantor,        Exchange Act File Number
              or successor thereto
-----------------------------------------------         ------------------------
    Ford Motor Company                                  001-03950


<PAGE>

                                 PART I

Item 1.       Business

              None

Item 2.       Properties

              None

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 representing investors' interest in the Trust are
              represented by one or more physical Certificates registered in the
              name of Cede & Co., the nominee of The Depository Trust Company.

              The Certificates are listed on the New York Stock Exchange.



Item 6.       Selected Financial Data

              None

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

              Not Applicable

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

              None

 Item 8.      Financial Statements and Supplementary Data

              None

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

              None

                                 PART III

Item 10.      Directors, Executive Officers and Corporate Governance

              None


<PAGE>


Item 11.      Executive Compensation

              Not Applicable

Item 12.      Security Ownership of Certain Beneficial Owners and Management

              Information required by Item 201(d) of Regulation S-X:  Not
              applicable
              Information required by Item 403 of Regulation S-X:  None

Item 13.      Certain Relationships and Related Transactions, and Director
              Independence

              None

Item 14.      Controls and Procedures

              Not Applicable

                                 PART IV

Item 15.      Exhibits, Financial Schedules and Reports on Form 8-K

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

        3. Exhibits:


           99.1      Certification by Vice President and Finance
                     Officer of the Registrant pursuant to 15 U.S.C.
                     Section 7241, as adopted pursuant to Section 302
                     of the Sarbanes-Oxley Act of 2002.

           99.2      Annual Compliance Report by Trustee.


(b)       The following reports on Form 8-K were filed during the period covered
by this report and are hereby incorporated by reference:


               1.    Trustee's Distribution Statement for the January 16, 2008
                     Distribution Date filed on Form 8-K on January 18, 2008.

               2.    Trustee's Distribution Statement for the July 16, 2008
                     Distribution Date filed on Form 8-K on July 24, 2008.

(c)        See item 15(a)(3) above.


<PAGE>


                                 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 the
                                Trust (the "Registrant")



Dated:  March 18, 2009                           By:    /s/ Stanley Louie
                                                     ----------------------
                                                Name:    Stanley Louie
                                                Title:   Authorized Signatory


<PAGE>


                                                                    Exhibit 99.1


                                 CERTIFICATION


I, Stanley Louie, certify that:

1.         I have reviewed this annual report on Form 10-K/A, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Structured
Products Corp., on behalf of CorTS Trust II For Ford Notes;

2.         Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

3.         Based on my knowledge, the distribution or servicing information
required to be provided to the depositor by the trustee under the pooling and
servicing, or similar, agreement, for inclusion in these reports is included in
these reports; and

4.         I am responsible for reviewing the activities performed by the
depositor and the trustee under the pooling and servicing, or similar, agreement
and based upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the depositor and trustee
have each fulfilled its obligations under that agreement.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: U.S. Bank Trust National
Association.


                                           By:     /s/ Stanley Louie
                                                 -------------------------------
                                           Name:   Stanley Louie
                                           Title:  Authorized Signatory
                                           Date:   March 18, 2009


<PAGE>

                                                                    Exhibit 99.2


                            ANNUAL COMPLIANCE REPORT

         The undersigned, being an officer of U.S. Bank Trust National
Association, as trustee (the "Trustee"), with respect to CorTS Trust II For
Ford Notes, on whose behalf  Structured Products Corp. has prepared this annual
report on Form 10-K for the fiscal year ended December 31, 2008 (the "Annual
Report"), certifies as follows:

1.       The Trustee is the trustee under the trust agreement.

2.       Based on my knowledge, for the periods included in the year covered by
the Annual Report, the Trustee has fulfilled its obligations, including any
servicing obligations, under the trust agreement.




                                                    /s/ Janet P. O'Hara
                                               --------------------------
                                               Name:   Janet P. O'Hara
                                               Title:  Assistant Vice President
                                               Date:   March 18, 2009


<PAGE>


                                EXHIBIT INDEX

    Exhibit                                                                 Page

       99.1   Certification by Vice President and Finance Officer of
              the Registrant pursuant to 15 U.S.C. Section 7241, as
              adopted pursuant to Section 302 of the Sarbanes-Oxley
              Act of 2002.

       99.2   Annual Compliance Report by Trustee pursuant to 15
              U.S.C. Section 7241.