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.
2002-3 for the fiscal year ending November 30, 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. 2002-3, and has
filed a copy of such reports on Form 8-K during the fiscal year as described on
Exhibit A hereto.

2.   I have reviewed all reports on Form 8-K containing distribution reports
filed in respect of periods included in the fiscal year covered by the annual
report of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2002-3;

3.   I am familiar with the operations of LaSalle Bank National Association with
respect to the SATURNS program and SATURNS Trust No. 2002-3 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 annual 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:  February 27, 2004


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


                                                                         For FY 2003
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2002-3               3/19/02     March 1 and September 1        March 4, 2003 and September 3, 2003
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