Exhibit 31.2


COMPLIANCE STATEMENT





In connection with the preparation and delivery of the annual report on Form 10-K of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2001-4 for the fiscal year ending December 31, 2010, and the certifications given by In-Young Chase with respect thereto, the undersigned hereby certifies that he is a duly elected Senior Vice President of Bank of America, National Association as successor by merger to LaSalle Bank National Association (the “Trustee”) and further certifies in his capacity as such as follows:




1.           I have reviewed all reports on Form 8-K containing distribution reports filed in respect of periods included in the year covered by this annual report, of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2001-4;





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, except for any material misstatements or omissions that may be disclosed in Exhibit B;





3.           Based on my knowledge, except as disclosed on Exhibit B, the distribution information required to be provided to the depositor by the Trustee under the applicable trust agreement for inclusion in these reports is included in these reports;





4.           I am familiar with the operations of Bank of America, National Association, as successor by merger to LaSalle Bank National Association with respect to the SATURNS program and SATURNS Trust No. 2001-4 and the requirement imposed by the applicable trust agreement, and except as disclosed in the distribution reports and as disclosed on Exhibit B, the Trustee has fulfilled its obligations under the applicable trust agreement; and





5.           Based on my knowledge, and except as disclosed in the distribution reports referenced on Exhibit A to this compliance certificate, there are no material legal proceedings with respect to any trust, involving the trust or Bank of America, National Association as successor by merger to LaSalle Bank National Association as trustee.





By:  /s/ Thomas M. O'ConnorName:         Thomas M. O'ConnorTitle:           Senior Vice PresidentDate:           March 29, 2011


Exhibit A
  SATURNS

Trust No.:
Closing

Date
Payment Dates
Form 8-K Filing Dates (Not Trust Agreement Filings in connection with Closing Date)



For FY 20102001-4
6/5/01
March 1, September 1, October 20 and December 14
March 8, 2010, September 2, 2010, November 9, 2010 and December 16, 2010
  SATURNS

Trust No.:
Closing

Date
Event Description
Form 8-K Filing Dates (Not Trust Agreement Filings in connection with Closing Date or filings related to Payment Dates)

For FY 20102001-4
6/5/01
Not Applicable
None this fiscal year








Exhibit B





With respect to the distribution reports that were filed on (w) March 8, 2010, (i) the aggregate stated principal amount of the Securities should have been reported as $25,334,000.00 instead of $15,393,525.00; (ii) the interest rate applicable to the Securities was unreported and should have been reported as 5.650% and (iii) the amount received on the related Securities was unreported and should have been reported as $715,685.50; (x) September 2, 2010, (i) the aggregate stated principal amount of the Securities should have been reported as $25,334,000.00 instead of $15,393,525.00, (ii) the interest rate applicable to the Securities was unreported and should have been reported as 5.650%, and (iii) the amount received on the related Securities was unreported and should have been reported as $715,685.50; (y) November 9, 2010, (i) the aggregate beginning stated principal amount of the Securities should have been reported as $25,334,000.00 instead of $15,393,525.00; (ii) the aggregate ending stated principal amount of the Securities should have been reported as $10,334,000.00 instead of $6,279,150.00, (iii) the interest rate applicable to the Securities was unreported and should have been reported as 5.650%, (iv) the amount received on the related Securities was unreported and should have been reported as $0.00, (v) the Swap Recipients should have been reported as SATURNS Trust No. 2001-4 instead of None and (vi) the Swap Amount Received should have been reported as $9,274,358.15 instead of $0.00; and (z) December 16, 2010 (i) the aggregate beginning stated principal amount of the Securities should have been reported as $10,334,000.00 instead of $6,279,150.00; (ii) the aggregate ending stated principal amount of the Securities should have been reported as $8,834,000.00 instead of $5,367,700.00; (iii) the interest rate applicable to the Securities was unreported  and should have been reported as 5.650%, (iii) the amount received on the related Securities was unreported and should have been reported as $0.00, (iv) the Swap Recipients should have been reported as SATURNS Trust No. 2001-4 instead of None and (v) the Swap Amount Received should have been reported as $940,127.45 instead of  $0.00.  These errors are expected to be corrected on or before August 31, 2011 and a revised remittance report is expected to be sent on or before August 31, 2011.





Capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Standard Terms for Trust Agreements, dated as of July 7, 1999.