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, 2004                                   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 Capital I,             New York Stock Exchange
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".



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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

Item 9A.   Controls and Procedures

           Not Applicable

Item 9B.   Other Information

           None


                                    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

           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 and Reports on Form 8-K

(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, CPA.


(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 August 15, 2004 Distribution Date
   filed on Form 8-K on 1. August 20, 2004.

(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, 2005        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, 2005


<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, 2004 (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, 2005



<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, 2004 (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, 2004.


/s/Aston Bell, CPA

New York, New York
March 22, 2005






<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, CPA.