SECURITIES AND EXCHANGE COMMISSION 
  WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORTPURSUANT TO SECTION 13 OR 15 (d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 20, 2005

|MS Structured Asset Corp.                         
|--------------------------------------------------
|                                                  
|(Exact Name of Registrant as Specified in Charter)

|Delaware                                        | 333-101155                | 13-4026700                        
|----------------------------------------------- | ------------------------- | ----------------------------------
|                                               
|(State or Other Jurisdiction  of Incorporation) | (Commission File  Number) | (IRS Employer  Identification No.)



|1585 Broadway, Second Floor  New York, New York  Attention: Madhu Philips | 10036     
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|                                                                         
|(Address of Principal Executive Offices)                                  | (Zip Code)

Registrants telephone number, including area code: 212-761-2520

|Not Applicable                                               
|-------------------------------------------------------------
|                                                             
|(Former Name or Former Address, if Changed Since Last Report)





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|Section 8 | Other Events
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|Item 8.01 | Other Events
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On July 20, 2005, MS Structured Asset Corporation (MSSAC) together with LaSalle Bank, in its capacity as trustee for the SATURNS 2003-1 Trust, approved and executed a Supplemental Trust Agreement No. 1, attached as Exhibit 4.1.  This Supplemental Trust Agreement amends the trust agreement for SATURNS 2003-1 to allow the trust to delist its SATURNS Sears Roebuck Acceptance Corp. Series 2003-1 Callable Units (the Units) while permitting the unitholders to elect whether to maintain their ownership of the Units or to liquidate their Units.  This amendment occurred in response to the termination of reporting obligations by Sears Roebuck Acceptance Corp. under the Securities and Exchange Act of 1934.  MSSAC previously submitted an application for withdrawal from listing of the Units pending the approval and execution of this Supplemental Trust Agreement.  Notice of
MSSACs application has not yet been published in the Federal Register.



The Notice to Unitholders referenced in the Supplemental Trust Agreement No. 1, which provides the required notification to unitholders of their rights under the Trust Agreement and the Supplemental Trust Agreement No. 1, is attached as Exhibit 4.2.  A copy of the press release issued by MSSAC regarding the Supplemental Trust Agreement and
Notice to Unitholders is attached as Exhibit 4.3.



Financial statements regarding Sears Roebuck Acceptance Corp. are no longer publicly available.  Other relevant information regarding Sears Roebuck Acceptance Corp. may be available in public filings by Sears Holding Corporation, the parent company of Sears Roebuck Acceptance Corp.  Holders of the Units may wish to refer to the Securities and Exchange Commissions website for such public filings.



|Section 9 | Financial Statements and Exhibits
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|Item 9.01 | Financial Statements and Exhibits
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|Exhibit 4.1 | Supplemental Trust Agreement No. 1
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|Exhibit 4.2 | Notice to Unitholders
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|Exhibit 4.3 | Press Release, dated July 25, 2005
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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: July 25, 2005

| | MS STRUCTURED ASSET CORP.
      (Registrant) 
      By: /s/ Madhu Philips 
      Name: Madhu Philips
      Title:    Vice President
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EXHIBIT INDEX

|Exhibit 4.1 | Supplemental Trust Agreement No. 1
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|Exhibit 4.2 | Notice to Unitholders
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|Exhibit 4.3 | Press Release, dated July 25, 2005
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