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                                            001-32148

                           STRUCTURED PRODUCTS CORP.,
                                  on behalf of

                   CorTS Trust II For Goldman Sachs Capital I

             (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 Goldman Sachs                     New York Stock Exchange
Capital I, Corporate-Backed Trust
Securities (CorTS) Class A
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 2004-5, dated as of April 15, 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 II For Goldman Sachs Capital I, Corporate-Backed
Trust Securities (CorTS) Class A 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, or     Exchange Act File Number
           successor thereto
---------------------------------------------------     ------------------------
      The Goldman Sachs Group, Inc.                         001-14965


<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.

          99.3      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, 2008
                     Distribution Date filed on Form 8-K on February 22, 2008.

               2.    Trustee's Distribution Statement for the August 15, 2008
                     Distribution Date filed on Form 8-K on August 22, 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, 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 Goldman Sachs Capital I;

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/ 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
Goldman Sachs Capital I, 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 99.3




                         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 II for Goldman Sachs Capital I (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 II for Goldman Sachs Capital  I  Series   Supplement, dated   as  of
April 15, 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,  2008  (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,
2008.


/s/ Aston Bell CPA

New York, New York
March 19, 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.

99.3      Report of Aston Bell & Associates.