Exhibit 31.2

                              COMPLIANCE STATEMENT

                  In connection  with the preparation and delivery of the report
on Form 10-K of MS Structured  Asset Corp. on behalf of SATURNS Trust No. 2001-6
for the  transition  period from December 1, 2003 to December 31, 2003,  and the
certifications  given by John Kehoe with respect thereto, the undersigned hereby
certifies  that he is a duly  elected Vice  President  of LaSalle Bank  National
Association and further certifies in his capacity as such as follows:

1. LaSalle Bank National  Association has prepared all distribution reports with
respect to each distribution date for SATURNS Trust No. 2001-6,  and has filed a
copy of such  reports on Form 8-K during  the period as  described  on Exhibit A
hereto.

2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of the period  covered by the report of MS Structured  Asset Corp. on
behalf of SATURNS Trust No. 2001-6;

3. I am familiar with the operations of LaSalle Bank National  Association  with
respect to the SATURNS  program and SATURNS Trust No. 2001-6 and the requirement
imposed by the applicable trust agreement;

4. Based on my knowledge,  the information in the distribution 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 the report;

5. Based on my knowledge,  the  information  required to be provided  under each
trust agreement, for inclusion in these reports, is included in these reports;

6. Based on my  knowledge,  and except as disclosed in the reports,  the trustee
has fulfilled its obligations,  including any servicing  obligations,  under the
trust agreement.

7. Based on my knowledge,  and except as disclosed in the reports,  there are no
material  legal  proceedings  with respect to any trust,  involving the trust or
LaSalle Bank National Association as trustee.

                                       By:  /s/ Russell M. Goldenberg
                                            --------------------------
                                            Name:    Russell M. Goldenberg
                                            Title:   Group Senior Vice President
                                            Date:    March 30, 2004
<PAGE>

                                                                       EXHIBIT A

<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>