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 001-001-32148

                          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 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 2004-5, 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.


<TABLE>
<CAPTION>
Underlying Securities Issuer(s) or Guarantor, or     Exchange Act File Number
                successor thereto
<S>                                                  <C>
The Goldman Sachs Group, Inc.                        001-14965
</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

              None

Item 8.       Financial Statements and Supplementary Data

              Not applicable

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

Item 11.      Executive Compensation


<PAGE>


              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 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/ 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 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, 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 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, 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.




                        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.