SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

_______________________

FORM 8-K_______________________

CURRENT REPORT

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

Date of report (Date of earliest event reported): February 28, 2006

|MS Structured Asset Corp.                                       
|----------------------------------------------------------------
|                                                                
|(Exact Name of Registrant as Specified in Charter)              
|                                                                
|Delaware                                                        
|                                                                
|(State or Other Jurisdiction                                    
|of Incorporation)                                               
|                                                                
|1585 Broadway, Second Floor                                     
|New York, New York                                              
|Attention: Madhu Philips                                        
|                                                                
|(Address of Principal Executive Offices)                        
|                                                                
|Registrants telephone number, including area code: 212-761-2520
|                                                                
|                                                                
|                                                                
|(Former Name or Former Address, if Changed Since Last Report)   

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|Section 9 |           | Financial Statements and Exhibits
|--------- | --------- | ---------------------------------
|          |           |                                  
|          | Item 9.01 | Financial Statements and Exhibits
|          |           |                                  
|          |           | Exhibit
4.1                      
|          |           |                                  
|          |           | Exhibit 5.1                      
|          |           |                                  
|          |           | Exhibit
23.1                     

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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: March 6, 2006
|-------------------

| | MS STRUCTURED ASSET CORP.
| | -------------------------
| | (Registrant)             
| |                          
| | By:                      
| | Name:                    
| | Title:                   

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EXHIBIT INDEX

|        |      |                                                                          
|------- | ---- | -------------------------------------------------------------------------
|Exhibit | 4.1  | Trust Agreement                                                          
|        |      |                                                                          
|Exhibit | 5.1  | Validity Opinion of Cleary Gottlieb Steen & Hamilton LLP                 
|        |      |                                                                          
|Exhibit | 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)

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