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

(Mark One)

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

     For the fiscal year ended December 31, 2005

                                       or

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____ to ____

                        Commission File Number 001-32163

                           STRUCTURED PRODUCTS CORP.,
                                  on behalf of

                    CorTS Trust for The Boeing Company 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 for The Boeing                      New York Stock Exchange
Company Notes, Corporate-Backed
Trust Securities (CorTS)
Certificates


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

                                     None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes   |X| No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_| Yes   |X| No

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  X1          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. [X]

----------
(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>


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

(Check one)

Large Accelerated Filer [_]  Accelerated Filer [_]  Non-accelerated Filer [X]


Indicate by check mark whether the registrant is shell company (as defined in
Rule 12b-2 of the Act). |_| Yes   |X| No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

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

                       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 2004-6, dated as of April 23, 2004, by and between the Depositor and
U.S. Bank Trust National Association, as Trustee (the "Trustee"), providing for
the issuance of the CorTS Trust for The Boeing Company 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.

<TABLE>
<CAPTION>
Underlying Securities Issuer(s) or Guarantor, or        Exchange Act File Number
                successor thereto
<S>                                                     <C>
The Boeing Company                                      001-00442
</TABLE>



<PAGE>


                                   PART I

Item 1.    Business

           None

Item 1A.   Risk Factors

           Not applicable

Item 1B.   Unresolved Staff Comments

           Not applicable

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, Related Stockholder Matters
           and Issuer Purchases of Equity Securities

           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

           Not applicable

Item 8.    Financial Statements and Supplementary Data

           None

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

           None

Item 9A.   Controls and Procedures

           Not applicable

Item 9B.   Other Information

           Not applicable


                                   PART III

Item 10.   Directors and Executive Officers of the Registrant

           None



<PAGE>


Item 11.   Executive Compensation

           Not Applicable

Item 12.   Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters

           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

           None

Item 14.   Principal Accounting Fees and Services

           Not Applicable

                                   PART IV

Item 15.   Exhibits, Financial Schedules

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

           3. Exhibits:


             31.1      Certification by Assistant Secretary, Assistant 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.

             99.1      Annual Compliance Report by Trustee.

             99.2      Report of Aston Bell & Associates.


(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 February 15, 2005
                      Distribution Date filed on Form 8-K on 1. March 1, 2005.

               2.     Trustee's Distribution Statement for the August 15, 2005
                      Distribution Date filed on Form 8-K on 2. August 30, 2005.



(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 24, 2006           By:    /s/ Mark C. Graham
                                      ----------------------
                                 Name:    Mark C. Graham
                                 Title:   Assistant Secretary, Assistant Vice
                                          President and Finance Officer



<PAGE>


                                                                    Exhibit 31.1


                                   CERTIFICATION


I, Mark C. Graham, certify that:

1. I have reviewed this annual report on Form 10-K, 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 for The Boeing Company 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;

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; and

5. The reports disclose all significant deficiencies relating to the compliance
by the trustee and the depositor with the minimum servicing or similar standards
based upon the report provided by an independent public accountant, after
conducting a review in compliance with the Uniform Single Attestation Program
for Mortgage Bankers or similar procedure, as set forth in the pooling and
servicing, or similar, agreement, that is included in these reports.

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/ Mark C. Graham
                                          -----------------------------------
                                 Name:    Mark C. Graham
                                 Title:   Assistant Secretary, Assistant Vice
                                          President and Finance Officer
                                 Date:    March 24, 2006



<PAGE>


                                                                    Exhibit 99.1


                            ANNUAL COMPLIANCE REPORT

         The undersigned, being an officer of U.S. Bank Trust National
Association, as trustee (the "Trustee"), with respect to CorTS Trust for The
Boeing Company Notes, on whose behalf Structured Products Corp. has prepared
this annual report on Form 10-K for the fiscal year ended December 31, 2005 (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/ Marlene Fahey
                                 ----------------------------
                                 Name:   Marlene Fahey
                                 Title:  Vice President
                                 Date:   March 24, 2006



<PAGE>


                                                                    Exhibit 99.2


                            Independent Accountant's Report


                      Structured Products Corp., as Depositor
                      388 Greenwich Street, 10th Floor
                      New York, New York 10013

                      U.S. Bank Trust National Association, as Trustee
                      Corporate Trust Department
                      100 Wall Street
                      New York, NY 10005

                      Re:         CorTS Trust for The Boeing Company Notes (the
                                  "Trust")

                      Ladies and Gentlemen:

                      We have examined management's assertions that the
                      Depositor and the Trustee have complied, in all
                      material respects, with the provisions of the Base
                      Trust Agreement dated as of December 15, 2000, as
                      supplemented by the CorTS Trust for The Boeing
                      Company Notes Series Supplement, dated as of April
                      23, 2004 (together, the "Trust Agreement"), during
                      the period covered by the annual report on Form 10-K
                      filed by the Depositor on behalf of the Trust for the
                      year ended December 31, 2005 (the "Annual Report").
                      Management is responsible for compliance with the
                      Trust Agreement. Our responsibility is to express an
                      opinion on management's assertions based on our
                      examination.

                      Our examination was made in accordance with standards
                      established by the American Institute of Certified
                      Public Accountants and, accordingly, included
                      examining, on a test basis, evidence about the
                      Depositor's and the Trustee's compliance with the
                      Trust Agreement and performing such other procedures
                      as considered necessary in the circumstances. We
                      believe that our examination provides a reasonable
                      basis for our opinion.

                      In our opinion, the Depositor and the Trustee have
                      complied, in all material respects, with the Trust
                      Agreement during the period covered by the Annual
                      Report and management's assertions with respect to
                      such compliance are fairly stated, in all material
                      respects, for the year ended December 31, 2005.



                      /s/ Aston Bell, CPA

                      New York, New York
                      March 21, 2006



<PAGE>


                                   EXHIBIT INDEX

Exhibit                                                                     Page
 31.1       Certification by Assistant Secretary, Assistant
            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.

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

 99.2       Report of Aston Bell & Associates.