STRUCTURED PRODUCTS CORP TIERS PRINCIPAL SERIES 2004-1
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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 American Stock Exchange.
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Information required by Item 201(d) of Regulation S-X: Not               applicable               Information required by Item 403 of Regulation S-X:  None
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(a)   The following documents are also filed as part of this Report:        3. Exhibits:           31.1      Certification by 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:                None  (c)   See item 15(a)(3) above.                                         4                                         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/ GLADYS ZACCHINO                                                ----------------------------                                        Name:   Gladys Zacchino                                        Title:  Assistant Vice President and                                                Finance Officer                                         5                                                                         Exhibit 31.1                                     CERTIFICATION   I, Gladys Zacchino, certify that:  1. I have reviewed this annual report on Form 10-K filed by Structured Products Corp., on behalf of TIERS Principal-Protected Minimum Return Certificates Trust Series Russell 2004-1;  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/ GLADYS ZACCHINO                                                  ----------------------------                                          Name:   Gladys Zacchino                                          Title:  Assistant Vice President and                                                  Finance Officer                                          Date:   March 24, 2006                                                                          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 TIERS Principal-Protected Minimum Return Certificates Trust Series Russell 2004-1, 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                                                                           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:    TIERS Principal-Protected Minimum Return Asset                                   Backed Certificates Trust, Series Russell                                   2004-1 (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 January 29, 2004, as                            supplemented by the TIERS Principal-Protected Minimum                            Return Asset Backed Certificates Trust, Supplement                            Series Russell 2004-1, dated as of January 29, 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                                         EXHIBIT INDEX     Exhibit                                                                  Page      31.1       Certification by 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.      -----END PRIVACY-ENHANCED MESSAGE-----