SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended __________

                                       OR

[X]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT OF 1934

For the transition period from DECEMBER 1, 2003 to DECEMBER 31, 2003
                               ----------------    -----------------

                  COMMISSION FILE NUMBERS 001-16443, 333-64879
                                          --------------------

                            MS STRUCTURED ASSET CORP.
                                  ON BEHALF OF
                            SATURNS TRUST NO. 2001-6
             (Exact name of registrant as specified in its charter)


          DELAWARE                                        13-4026700
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

    1585 BROADWAY, SECOND FLOOR
     NEW YORK, NEW YORK                                      10036
      ATTENTION: JOHN KEHOE                                ----------
 (Address of principal executive office)                   (Zip Code)

Registrant's telephone number, including area code:      (212) 761-2520

           Securities registered pursuant to Section 12(b) of the Act:


TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-----------------------------------   ------------------------------------------
SATURNS BANK OF AMERICA DEBENTURE-              NEW YORK STOCK EXCHANGE
BACKED SERIES 2001-6 CALLABLE UNITS

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
<PAGE>

         Indicate  by check mark  whether  registrant  (1) has 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 file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   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. [ ]

         All of the common stock of the registrant is held by Morgan Stanley.

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes      No
                         ---     ---

     As of February 20, 2004,  1,000 shares of common stock, par value $1.00 per
share, were outstanding.

                      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.

                                Introductory Note

The  Registrant  is the  depositor  under the trust  agreements  for it  various
SATURNS Units listed on the New York Stock Exchange.  The Units do not represent
obligations of or interests in the Depositor.  Pursuant to staff  administrative
positions  established in various no-action  letters,  see e.g.  Corporate Asset
Backed Corporation (available August 9, 1995), the Registrant is not required to
respond to various items of Form 10-K. Such items are designated  herein as "Not
applicable."  Distribution  reports detailing receipts and distributions by each
trust are filed  shortly  after  each  distribution  date on Form 8-K in lieu of
reports on Form 10-Q.

The underlying  security issuer or guarantor,  as applicable,  of the securities
held by each of the trusts is subject to the  informational  requirements of the
Exchange  Act. The  underlying  security  issuer or  guarantor,  as  applicable,
currently files reports,  proxy  statements and other  information with the SEC.
For  information  regarding such underlying  security  issuer or guarantor,  you
should refer to such  reports.  These  periodic,  current and other  reports and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024,  450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  Copies of those materials can be obtained by making a written request to
the SEC, Public Reference  Section,  450 Fifth Street,  N.W.,  Washington,  D.C.
20549, at prescribed  rates. The SEC also maintains a website on the internet at
http://www.sec.gov  at which  users can view and  download  copies  of  reports,
proxy,  information  statements and other information filed  electronically.  In
addition,  those  reports and other  information  may also be obtained  from the
underlying  security  issuer  by  making a request  to the  underlying  security
issuer.  The trust, the trustee,  the Registrant,  and their affiliates have not
verified, have not undertaken to verify, and will not verify, the content of any
such reports or  information.  The name and the central index key (CIK) for each
underlying security issuer or guarantor is set forth below:

 Trust              Underlying Security Issuer or Guarantor               CIK
 2001-6                 Bank of America Corporation                   0000070858

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         Not Applicable

ITEM 2.  PROPERTIES

         Not Applicable

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 Units  issued by the SATURNS  trusts  listed below  representing  investors'
interest  in such trust are  represented  by one or more  physical  certificates
registered  in the  name of Cede & Co.,  the  nominee  of The  Depository  Trust
Company. These Units are listed on the New York Stock Exchange:

SATURNS Trust No. 2001-6   (Bank of America Debenture-Backed )

ITEM 6.  SELECTED FINANCIAL DATA

         Not Applicable

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

         Not Applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Not Applicable
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None

ITEM 9A. CONTROLS AND PROCEDURES

         Not Applicable

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Not Applicable

ITEM 11. EXECUTIVE COMPENSATION

         Not Applicable

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

         Not Applicable

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a) The following documents are filed as part of this Report: None

         (b) Reports on Form 8-K:
<PAGE>

See Table Below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
 SATURNS Trust No.:        Closing Date              Payment Dates              Form 8-K Filing Dates (Not Trust
                                                                              Agreement Filings in connection with
                                                                                          Closing Date)


                                                                             For Transition Period from December 1,
                                                                                    2003 to December 31, 2003
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                                   <C>
       2001-6                 7/16/01         March 31, June 30,                    None filed this period
                                              September 30, December 31
----------------------------------------------------------------------------------------------------------------------
</TABLE>

     (c) Exhibits:

Exhibit 31.1      Rule 13a-14(d) Certification
Exhibit 31.2      Trustee Compliance Certification

The trust  covered by this annual  report was formed  prior to June 30, 2003 and
there is no requirement in the trust  agreement for the  preparation of a report
by an independent public accountant  regarding the trustee's compliance with its
obligations.

     (d) Not applicable
<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.

         Date:  March 30, 2004

                                                     MS STRUCTURED ASSET CORP.
                                                     (Registrant)


                                                     By: /s/ John Kehoe
                                                         ---------------------
                                                         Name:    John Kehoe
                                                         Title:   Vice President
                                                         Date:    March 30, 2004