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                       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 December 31, 2002
                         Commission file number 1-12489

                           TVA SECURITY-BACKED TRUST,
                                  SERIES 1998-1

                (Southpoint Structured Assets, Inc.--Depositor)
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             (Exact name of Registrant as specified in its Charter)


                Delaware                                  51-6503749
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     (State or other jurisdiction of                    I.R.S. Employer
     incorporation or organization)                 (Identification Number)


                              50 North Front Street
                            Memphis, Tennessee 38103
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                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (901) 524-4100

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

                                                 Name of each exchange
    Title of each series and class               on which registered
   ---------------------------------          -----------------------------
   TVA Security-Backed Certificates,          New York Stock Exchange, Inc.
      Series 1998-1 due 12/15/17


       Securities registered pursuant to Section 12(g) of the Act: None.

         Indicate by check mark whether the Registrant (1) has 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 file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

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

                                 Yes [ ] No [X]

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     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 the Form 10-K or any amendment to this
Form 10-K. [X].

     Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 2002: Not Applicable.

     Number of shares of common stock outstanding as of December 31, 2002: Not
Applicable.

     This Annual Report on Form 10-K is filed by Southpoint Structured Assets,
Inc. (the "Depositor") on behalf of the TVA Security-Backed Trust, Series 1998-1
(the "TVA Series 1998-1 Trust" or the "Trust") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Documents in Part IV incorporated herein by reference are as follows:

          Report to TVA Series 1998-1 Certificateholders as to distributions
     made on June 15, 2002, hereby incorporated herein by reference as exhibits
     to Registrant's Current Report on Form 8-K filed with the Securities and
     Exchange Commission.

          Report to TVA Series 1998-1 Certificateholders as to distributions
     made on December 15, 2002, hereby incorporated herein by reference as
     exhibits to Registrant's Current Report on Form 8-K filed with the
     Securities and Exchange Commission.

                                     PART I

ITEM 1. BUSINESS.

     Not Applicable.

ITEM 2. PROPERTIES.

     Not Applicable.

ITEM 3. LEGAL PROCEEDINGS.

     Nothing to report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of Certificateholders during the fiscal
year covered by this report.

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                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a) Market Information. The TVA Series 1998-1 Certificates are listed on
the New York Stock Exchange.

     (b) Holders. The number of holders of record of the Certificates on
December 31, 2002 was as follows:

          TVA Series 1998-1 Certificates: 30

     (c) Dividends. Not Applicable.

ITEM 6. SELECTED FINANCIAL DATA.

     Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

     Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Not Applicable.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Nothing to report with regard to this Item.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

     Not Applicable.

ITEM 11. EXECUTIVE COMPENSATION.

     Not Applicable.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) Security ownership of certain beneficial owners.

     As of December 31, 2002, Cede & Co., the nominee of The Depository Trust
Company ("DTC") was the registered holder of all of the TVA Series 1998-1
Certificates. As of such date, the following were the direct participants in
DTC's system which are the holders of record of more than 5% of either series of
Certificates:

<TABLE>
<CAPTION>
                                                                    AMOUNT AND NATURE OF
TITLE OF SERIES        NAME AND ADDRESS OF BENEFICIAL OWNERS        BENEFICIAL OWNERSHIP       PERCENT OF SERIES
<S>                    <C>                                          <C>                        <C>
      TVA                 J.J.B. Hilliard, W.L. Lyons, Inc.              $880,000                   17.60%
 Series 1998-1                c/o ADP Proxy Services
                                  51 Mercedes Way
                                Edgewood, NY 11717

      TVA                   First Clearing Corporation                   $495,000                    9.90%
 Series 1998-1                10700 Wheat First Drive
                               Glen Allen, VA 23060

      TVA                     RBC Dain Rauscher Inc.                     $508,000                   10.16%
 Series 1998-1                510 Marquette Ave South
                               Minneapolis, MN 55402

      TVA                    Bank One, Oklahoma, N.A.                    $500,000                   10.00%
 Series 1998-1              100 N. Broadway, 6th Floor
                              Oklahoma City, OK 73120

      TVA                  Janney Montgomery Scott Inc.                  $455,000                    9.10%
 Series 1998-1             1801 Market Street, 5th Floor
                              Philadelphia, PA 19103

      TVA                  Donaldson, Lufkin and Jenrette                $509,000                   10.18%
 Series 1998-1               Securities  Corporation
                                 1 Pershing Plaza
                               Jersey City, NJ 07399

                             Charles Schwab & Co., Inc.
      TVA                      c/o ADP Proxy Services                    $320,000                    6.40%
 Series 1998-1                    51 Mercedes Way
                                 Edgewood, NY 11717
</TABLE>

                                      -4-

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     (b) Security ownership of management. Not Applicable.

     (c) Changes in control. Not Applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) Transactions with management and others. Not Applicable.

     (b) Certain business relationships. Not Applicable.

     (c) Indebtedness of management. Not Applicable.

     (d) Transactions with promoters. Not Applicable.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

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

          - Annual Compliance Certificate

          - Report to TVA Series 1998-1 Certificateholders as to distributions
     made on June 15, 2002.

          - Report to TVA Series 1998-1 Certificateholders as to distributions
     made on December 15, 2002.

     (b) The following is a list of Reports on Form 8-K that were filed on
behalf of the Trust during the period beginning January 1, 2002, and ending
December 31, 2002:

          - Report on Form 8-K dated June 26, 2002.

          - Report on Form 8-K dated December 30, 2002.

     (c) The following exhibits are required to be filed by Registrant pursuant
to Item 601 of Regulation S-K:

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Exhibit No./Description

99.1 Annual Compliance Certificate

99.2 Report to TVA Series 1998-1 Certificateholders as to distributions made on
     June 15, 2002 (hereby incorporated by reference as exhibit 99.1 to
     Registrant's Current Report on Form 8-K filed with the Securities and
     Exchange Commission)

99.3 Report to TVA Series 1998-1 Certificateholders as to distributions made on
     December 15, 2002 (hereby incorporated by reference as exhibit 99.1 to
     Registrant's Current Report on Form 8-K filed with the Securities and
     Exchange Commission)

     (d) Not Applicable.

                                      -6-

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                                    SIGNATURE

     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.

                                    TVA SECURITY-BACKED TRUST, SERIES 1998-1

                                    By:  SOUTHPOINT STRUCTURED ASSETS, INC.

                                    By:       /s/ C. David Ramsey
                                       -------------------------------------
                                               C. David Ramsey
                                                  President

Date:  March 25, 2003

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