SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                                  ANNUAL REPORT
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

For the fiscal year ended December 31, 2008


                                       OR

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

For the transition period from __________ to __________

                      Commission File Numbers 333-101155, 001-32969


                           SATURNS Trust No. 2006-2
              MS STRUCTURED ASSET CORP., as Depositor and Sponsor
            (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: Madhu Philips
(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 Cummins Engine Company              New York Stock Exchange
Debenture Backed  Trust 2006-2
Callable Units



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

                                      None


<PAGE>

         Indicate by  check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ___  No  X


         Indicate  by  check  mark  if  the  registrant  is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934.
Yes ___  No  X


         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.  [    ]

         Indicate  by  check mark  whether the registrant is a large accelerated
filer,  an  accelerated  filer,  or  a non-accelerated filer.  See definition of
"accelerated  filer  and large accelerated filer" in Rule 12b-2 of the  Exchange
Act. (Check one):

Large accelerated filer ___   Accelerated filer ___   Non-accelerated filer  X


         Indicate  by check  mark  whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes ___  No  X

         All of the common stock of the registrant is held by Morgan Stanley. As
of March 11, 2009, 1,000 shares of common stock, par value $1.00 per share, were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE:

         The following reports of Morgan Stanley: Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 2008; Annual Report on Form 10-K for the
fiscal year ended November 30, 2008; Quarterly Report on Form 10-Q for the
quarterly period ended February 28, 2009; and all other documents subsequently
filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, during the fiscal year covered by this Report
on Form 10-K, which contain financial statements of Morgan Stanley or which
amend the foregoing reports.


<PAGE>


                                 PART I

ITEM 1.      BUSINESS

             Not Applicable

ITEM 1A.     RISK FACTORS

             Not Applicable

ITEM 1B.     UNRESOLVED STAFF COMMENTS

             None

ITEM 2.      PROPERTIES

             Not Applicable

ITEM 3.      LEGAL PROCEEDINGS

             Not Applicable

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             Not Applicable

                                 PART II

ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

             Not Applicable

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


<PAGE>


ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             Not Applicable

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

             Not Applicable

ITEM 9A.     CONTROLS AND PROCEDURES

             Not Applicable

ITEM 9B.     OTHER INFORMATION

             None

                                 PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

             None

ITEM 11.     EXECUTIVE COMPENSATION

             Not Applicable

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

             Not Applicable

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

             Not Applicable

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

             Not Applicable

<PAGE>

             ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB

ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS

         Cummins Inc., formerly known as Cummins Engines Company, Inc., the
underlying security issuer with respect to the Units, is a "significant obligor"
with respect to the assets of the Trust for purposes of Item 1112 of Regulation
AB. For any financial statements of Cummins Inc. required to be provided under
Regulation S-X during the period since the initial issuance of the Units, this
Form 10-K report refers, pursuant to Item 1100(c)(2) of Regulation AB, to the
periodic reports of Cummins Inc. under section 13(a) or 15(d) of the Exchange
Act ("Underlying Security Issuer Exchange Act Reports") that are on file with
the Securities and Exchange Commission (the "SEC"). Such Underlying Security
Issuer Exchange Act Reports may be accessed at the public reference facilities
maintained by the SEC at Room 1024, 100 F Street, NE, Washington, D.C. 20549.
Copies of those materials can be obtained by making a written request to the
SEC, Public Reference Section, 100 F Street, NE, 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. The
SEC file number for Cummins Inc. is 001-04949.

         The underlying security issuer financial statements and Underlying
Security Issuer Exchange Act Reports referred to above are not incorporated by
reference in this Form 10-K report; and the Trust, the Trustee, the depositor,
the sponsor and their affiliates have not verified, have not undertaken to
verify, and will not verify, the content of any such underlying security issuer
financial statements or Underlying Security Issuer Exchange Act Reports.

ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN
DERIVATIVES INSTRUMENTS

         None

ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS - FINANCIAL INFORMATION

         None

ITEM 1117. LEGAL PROCEEDINGS

         None

ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

ITEM 1122. COMPLIANCE WITH APPLICABLE SERVING CRITERIA

         See Exhibits 33.1 and 34.1 to this Annual Report.

         Bank of America, National Association's, as successor by merger to
LaSalle Bank National Association, Report on Assessment of Compliance with
Servicing Criteria for 2008 (the "2008 Assessment") attached to this Report on
Form 10-K describes in Appendix B the following material instance of
noncompliance related to investor reporting:


<PAGE>


         "1122(d)(3)(i)(A)  and (B) -  During  the  Reporting  Period,   certain
monthly investor or remittance reports were not prepared  in accordance with the
terms set forth in the  transaction  agreements  and  certain  investor  reports
did  not  provide  the  information  calculated  in  accordance  with  the terms
specified in the transaction  agreements for which certain individual errors may
or may not have been material."


ITEM 1123. SERVICER COMPLIANCE STATEMENT

         See Exhibit 35.1 to this Annual Report.



                                 PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

         (a) The following documents are filed as part of this Report:

                (1) Financial Statements: Distribution Reports on Form 10-D
                are hereby incorporated by reference. See the table below:

<TABLE>
<CAPTION>
SATURNS Trust No.:   Closing Date        Payment Dates                 Form 10-D Filing Dates

                                                                           For FY 2008
<S>                  <C>                 <C>                           <C>
2006-2                August 2, 2006      September 1 and March 1       March 14, 2008 and September 9, 2008
</TABLE>

                (2) Financial Statement Schedules pursuant to Item 8: Not
                Applicable

                (3) Exhibits:

Exhibit 31.1    Rule 13a-14(d) Certification

Exhibit 33.1    Report of Bank of America, National Association as successor by
                merger to LaSalle Bank National Association on Assessment of
                Compliance with Servicing Criteria for Asset-Backed Securities

Exhibit 34.1    Attestation Report of Price Waterhouse Coopers, LLP on
                Assessment of Compliance with Servicing Criteria for
                Asset-Backed Securities

Exhibit 35.1    Servicer Compliance Statement


         (b) Exhibits: See Item 15(a)(3) above

         (c) Other Financial Statement Schedules: 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 24, 2009

                                                      MS STRUCTURED ASSET CORP.
                                                      (Registrant)



                                                      By:      /s/Madhu Philips
                                                         -----------------------
                                                      Name:    Madhu Philips
                                                      Title:   Vice President


<PAGE>


                                                                    Exhibit 31.1
                           RULE 13a-14(d) Certification

I, Madhu Philips, certify that:

1.       I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of SATURNS Trust No. 2006-2 (the "Exchange Act periodic reports");

2.       Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do 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 with respect
to the period covered by this report;

3.       Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;

4.       Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act periodic reports, the servicer, Bank of America, National
Association as successor by merger to LaSalle Bank National Association, as
Trustee of SATURNS Trust No. 2006-2, has fulfilled its obligations under the
servicing agreement, which is the Trust Agreement relating to SATURNS Trust No.
2006-2; and

5.       All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to
be included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Bank of America, National
Association as successor by merger to LaSalle Bank National Association and its
officers and agents.


                                                       By:      /s/Madhu Philips
                                                           ---------------------
                                                       Name:    Madhu Philips
                                                       Title:   Vice President
                                                       Date:    March 24, 2009


<PAGE>


                                                                    Exhibit 33.1

             Report on Assessment of Compliance with Servicing Criteria



Bank of America,  National  Association  ("Bank of  America"),  as  successor by
merger to LaSalle  Bank  National  Association,  is  responsible  for  assessing
compliance with the servicing  criteria  applicable to it under paragraph (d) of
Item 1122 of Regulation AB (17 C.F.R,  229.1122(d)),  as of and for the 12-month
period  ending  December  31,  2008 (the  "Reporting  Period"),  as set forth in
Appendix A hereto. The transactions  covered by this report include asset-backed
securities,  primarily mortgage-backed securities, for which Bank of America, as
trustee,  paying agent,  or custodian,  performed  servicing  activities,  which
transactions  were  initially  closed on or after January 1, 2006, and that were
registered  with  the  Securities  and  Exchange   Commission  pursuant  to  the
Securities  Act  of  1933,  as  well  as  transactions  that  were  exempt  from
registration  but  required  an  assessment  of  compliance  with the  servicing
criteria  applicable  to it under  Regulation  AB as  prescribed  in  applicable
transaction  agreements (the "Platform").  Bank of America used the criteria set
forth in paragraph (d) of Item 1122 of  Regulation  AB to assess its  compliance
with the applicable  servicing criteria for the Reporting Period with respect to
the  Platform.  The criteria  listed in the column  titled  "Servicing  Criteria
Inapplicable to Bank of America, National Association (as trustee, paying agent,
or custodian)" on Appendix A hereto are inapplicable to Bank of America based on
the activities it performs with respect to the Platform.

Except as identified on Appendix B hereto, Bank of America has complied,  in all
material respects, with the applicable servicing criteria identified in Appendix
A hereto for the Reporting Period with respect to the Platform taken as a whole.

PricewaterhouseCoopers LLP, an independent registered public accounting firm has
issued an attestation report on Bank of America's compliance with the applicable
servicing criteria for the Reporting Period.

February 25, 2009

                                         Bank of America, National Association


                                            By: /s/James A. Jendra
                                               -----------------------------
                                               Name:   James A. Jendra
                                               Title:  Senior Vice President
                                                       Americas Executive


<PAGE>


                             Appendix A
<TABLE>
<CAPTION>
                                                                              Servicing          Servicing
                                                                               Criteria           Criteria
                                                                             Applicable to      Inapplicable
                                                                               Bank of           to Bank of
                                                                               America            America
   Reg AB                          Servicing Criteria                          National           National
  Reference                                                                  Association (as     Association
                                                                             trustee, paying    (as trustee,
                                                                              agent, or        paying agent,
                                                                              custodian)       or custodian)
                             General Servicing Considerations
<S>              <C>                                                          <C>               <C>
1122(d)(1)(i)    Policies and procedures are instituted to monitor any
                 performance or other triggers and events of default in
                 accordance with the transaction agreements.                      X

1122(d)(1)(ii)   If any material servicing activities are outsourced to
                 third parties, policies and procedures are instituted to
                 monitor the third party's performance and compliance with
                 such servicing activities.                                       X

1122(d)(1)(iii)  Any requirements in the transaction agreements to                                    X
                 maintain a back-up servicer for the Pool Assets are
                 maintained.

1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in
                 effect on the party participating in the servicing
                 function throughout the reporting period in the amount of        X
                 coverage required by and otherwise in accordance with the
                 terms of the transaction agreements.

                             Cash Collection and Administration

1122(d)(2)(i)    Payments on pool assets are deposited into the
                 appropriate custodial bank accounts and related bank
                 clearing accounts no more than two business days
                 following receipt, or such other number of days specified        X
                 in the transaction agreements.

1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an
                 obligor or to an investor are made only by authorized            X
                 personnel.

1122(d)(2)(iii)  Advances of funds or guarantees regarding collections,
                 cash flows or distributions, and any interest or other
                 fees charged for such advances, are made, reviewed and           X
                 approved as specified in the transaction agreements.

1122(d)(2)(iv)   The related accounts for the transaction, such as cash
                 reserve accounts or accounts established as a form of
                 over collateralization, are separately maintained (e.g.,         X
                 with respect to commingling of cash) as set forth in the
                 transaction agreements.

1122(d)(2)(v)    Each custodial account is maintained at a federally
                 insured depository institution as set forth in the
                 transaction agreements. For purposes of this criterion,
                 "federally insured depository institution" with respect          X
                 to a foreign financial institution means a foreign
                 financial institution that meets the requirements of Rule
                 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent                 X
                 unauthorized access.

1122(d)(2)(vii)  Reconciliations are prepared on a monthly basis for all
                 asset-backed securities related bank accounts, including
                 custodial accounts and related bank clearing accounts.
                 These reconciliations are (A) mathematically accurate;
                 (B) prepared
</TABLE>


<PAGE>
<TABLE>
<S>              <C>                                                          <C>               <C>
                 within 30 calendar
                 days after the bank statement cutoff date, or such other
                 number of days specified in the transaction agreements;          X
                 (C) reviewed and approved by someone other than the
                 person who prepared the reconciliation; and (D) contain
                 explanations for reconciling items. These reconciling
                 items are resolved within 90 calendar days of their
                 original identification, or such other number of days
                 specified in the transaction agreements.

                             Investor Remittances and Reporting

1122(d)(3)(i)    Reports to investors, including those to be filed with
                 the Commission, are maintained in accordance with the
                 transaction agreements and applicable Commission
                 requirements. Specifically, such reports (A) are prepared
                 in accordance with timeframes and other terms set forth
                 in the transaction agreements; (B) provide information
                 calculated in accordance with the terms specified in the
                 transaction agreements; (C) are filed with the Commission
                 as required by its rules and regulations; and (D) agree
                 with investors' or the indenture trustee's records as to         X
                 the total unpaid principal balance and number of Pool
                 Assets serviced by the related Servicer.

1122(d)(3)(ii)   Amounts due to investors are allocated and remitted in
                 accordance with timeframes, distribution priority and            X
                 other terms set forth in the transaction agreements.

1122(d)(3)(iii)  Disbursements made to an investor are posted within two
                 business days to the related Servicer's investor records,
                 or such other number of days specified in the transaction        X
                 agreements.

1122(d)(3)(iv)   Amounts remitted to investors per the investor reports
                 agree with cancelled checks, or other form of payment, or        X
                 custodial bank statements.

                                 Pool Asset Administration

1122(d)(4)(i)    Collateral or security on pool assets is maintained as
                 required by the transaction agreements or related pool
                 asset documents.                                                 X

1122(d)(4)(ii)   Pool assets and related documents are safeguarded as             X
                 required by the transaction agreements

1122(d)(4)(iii)  Any additions, removals or substitutions to the asset
                 pool are made, reviewed and approved in accordance with
                 any conditions or requirements in the transaction                X
                 agreements.

1122(d)(4)(iv)   Payments on pool assets, including any payoffs, made in                              X
                 accordance with the related pool asset documents are
                 posted to the related Servicer's obligor records
                 maintained no more than two business days after receipt,
                 or such other number of days specified in the transaction
                 agreements, and allocated to principal, interest or other
                 items (e.g., escrow) in accordance with the related pool
                 asset documents.

1122(d)(4)(v)    The related Servicer's records regarding the pool assets                             X
                 agree with the related Servicer's records with respect to
                 an obligor's unpaid principal balance.

1122(d)(4)(vi)   Changes with respect to the terms or status of an                                    X
                 obligor's pool assets (e.g., loan modifications or
                 re-agings) are made, reviewed and approved by authorized
                 personnel in accordance with the transaction agreements
                 and related pool asset documents.

1122(d)(4)(vii)  Loss mitigation or recovery actions (e.g., forbearance                               X
                 plans, modifications and deeds in lieu of foreclosure,
                 foreclosures and repossessions, as applicable) are
                 initiated, conducted and concluded in accordance with the
                 timeframes or other requirements established by the
                 transaction agreements.
</TABLE>

<PAGE>
<TABLE>
<S>              <C>                                                          <C>               <C>
1122(d)(4)(viii) Records documenting collection efforts are maintained                                X
                 during the period a pool asset is delinquent in
                 accordance with the transaction agreements. Such records
                 are maintained on at least a monthly basis, or such other
                 period specified in the transaction agreements, and
                 describe the entity's activities in monitoring delinquent
                 pool assets including, for example, phone calls, letters
                 and payment rescheduling plans in cases where delinquency
                 is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix)   Adjustments to interest rates or rates of return for pool                            X
                 assets with variable rates are computed based on the
                 related pool asset documents.

1122(d)(4)(x)    Regarding any funds held in trust for an obligor (such as                            X
                 escrow accounts): (A) such funds are analyzed, in
                 accordance with the obligor's pool asset documents, on at
                 least an annual basis, or such other period specified in
                 the transaction agreements; (B) interest on such funds is
                 paid, or credited, to obligors in accordance with
                 applicable pool asset documents and state laws; and (C)
                 such funds are returned to the obligor within 30 calendar
                 days of full repayment of the related pool assets, or
                 such other number of days specified in the transaction
                 agreements.

1122(d)(4)(xi)   Payments made on behalf of an obligor (such as tax or                                X
                 insurance payments) are made on or before the related
                 penalty or expiration dates, as indicated on the
                 appropriate bills or notices for such payments, provided
                 that such support has been received by the servicer at
                 least 30 calendar days prior to these dates, or such
                 other number of days specified in the transaction
                 agreements.

1122(d)(4)(xii)  Any late payment penalties in connection with any payment                            X
                 to be made on behalf of an obligor are paid from the
                 related Servicer's funds and not charged to the obligor,
                 unless the late payment was due to the obligor's error or
                 omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted                                X
                 within two business days to the obligor's records
                 maintained by the servicer, or such other number of days
                 specified in the transaction agreements.

1122(d)(4)(xiv)  Delinquencies, charge-offs and uncollectible accounts are                             X
                 recognized and recorded in accordance with the
                 transaction agreements.

1122(d)(4)(xv)   Any external enhancement or other support, identified in
                 Item 1114(a)(1) through (3) or Item 1115 of Regulation
                 AB, is maintained as set forth in the transaction                X
                 agreements.
</TABLE>

<PAGE>


                                 Appendix B

             Material Instances of Noncompliance by Bank of America

1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain monthly investor
or remittance reports were not prepared in accordance with the  terms  set forth
in the transaction  agreements  and certain  investor  reports  did not  provide
the  information  calculated  in accordance  with the  terms   specified  in the
transaction  agreements  for which certain individual errors may or may not have
been material.



<PAGE>


                                                                    Exhibit 34.1

             Report of Independent Registered Public Accounting Firm


To the Board of Directors of Bank of America, National Association:

We have examined Bank of America,  National  Association's  (the "Company"),  as
successor by merger to LaSalle Bank National  Association,  compliance  with the
servicing  criteria  set forth in Item  1122(d) of the  Securities  and Exchange
Commission's   Regulation  AB  for  the  asset  backed   securities,   primarily
mortgage-backed  securities for which the Company, as trustee,  paying agent, or
custodian,  performed  servicing  activities,  which transactions were initially
closed on or after January 1, 2006, and that were registered with the Securities
and  Exchange  Commission  pursuant to the  Securities  Act of 1933,  as well as
transactions  that were exempt from  registration  but required an assessment of
compliance with the servicing  criteria  applicable to it under Regulation AB as
prescribed in applicable  transaction  agreements (the "Platform")  described in
the accompanying Report on Assessment of Compliance with Servicing Criteria (the
"Compliance  Statement"),  as of December  31, 2008 and for the year then ended,
excluding criteria  1122(d)(1)(iii) and  1122(d)(4)(iv)-(xiv)  which the Company
has determined are not  applicable to the servicing  activities  performed by it
with  respect to the  Platform.  Management  is  responsible  for the  Company's
compliance  with the servicing  criteria.  Our  responsibility  is to express an
opinion on the Company's  compliance  with the servicing  criteria  based on our
examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis,  evidence  about the Company's  compliance  with the applicable
servicing  criteria  and  performing  such  other  procedures  as we  considered
necessary in the  circumstances.  Our examination  included  testing of selected
asset-backed transactions and securities that comprise the Platform,  testing of
selected servicing  activities related to the Platform,  and determining whether
the Company  processed those selected  transactions and performed those selected
activities in compliance with the applicable servicing criteria.  Our procedures
were limited to the selected  transactions and servicing activities performed by
the Company  during the period covered by this report.  Our procedures  were not
designed to detect  noncompliance  arising  from  errors that may have  occurred
prior to or  subsequent  to our tests that may have  affected  the  balances  or
amounts  calculated or reported by the Company during the period covered by this
report.  We believe that our  examination  provides a  reasonable  basis for our
opinion. Our examination does not provide a legal determination on the Company's
compliance with the servicing criteria.

Our  examination  disclosed  the  following  material   noncompliance  with  the
servicing criteria set forth in Item  1122(d)(3)(i)(A)  and (B) of Regulation AB
applicable  to the Company  during the year ended  December  31,  2008.  Certain
reports to investors did not include certain required  information in accordance
with  terms set forth in the  transaction  agreements  and  certain  reports  to
investors did not provide  information  calculated in accordance  with the terms
specified in the transaction agreements.

In our opinion, except for the material noncompliance described in the preceding
paragraph,   Bank  of   America,   National   Association   complied   with  the
aforementioned  applicable  servicing  criteria  as of and  for the  year  ended
December 31, 2008 for the Platform, in all material respects.

/s/PricewaterhouseCoopers LLP
February 25, 2009


<PAGE>




                                                                    Exhibit 35.1

         BANK OF AMERICA, NATIONAL ASSOCIATION AS SUCCESSOR BY MERGER TO
                       LASALLE BANK NATIONAL ASSOCIATION

                     ABS ANNUAL REPORT BACKUP CERTIFICATION

        In connection with the preparation and delivery of the annual report on
Form 10-K of MS Structured Asset Corp. for the fiscal year ending December 31,
and the certifications given on behalf of SATURNS Trust No. 2006-2 with respect
thereto, the undersigned hereby certifies that he is a duly elected Senior Vice
President of Bank of America, National Association as successor by merger to
LaSalle Bank National Association and further certifies in his capacity as such
as follows:

      1. Bank of America, National Association as successor by merger to LaSalle
Bank National  Association has prepared all distribution reports with respect to
each distribution date for SATURN'S Trust No. 2006-2 and, if permitted under the
applicable rules and regulations of the Securities  Exchange  Commission and the
procedures  with  respect  thereto  that have been  mutually  agreed  upon by MS
Structured Asset Corp. and Bank of America, National Association as successor by
merger to LaSalle Bank National Association, has filed a copy of such reports on
Form 10-D during the fiscal year as described on Exhibit A hereto.

      2. I have  reviewed  all  reports  on Form  10-D  containing  distribution
reports  filed  respect of periods  included in the fiscal  year  covered by the
annual report of MS Structured Asset Corp. on behalf of SATURNS Trust 2006-2;

      3. I am  familiar  with  the  operations  of  Bank  of  America,  National
Association  as successor by merger to LaSalle Bank  National  Association  with
respect to the  SATURNS  program and SATURNS  Trust  2006-2 and the  requirement
imposed by the 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  pending,  involving  the  trust or Bank of
America,  National  Association  as successor by merger to LaSalle Bank National
Association as trustee of the trust.


Date: March 10, 2009                             By:    /s/James A. Jendra
                                                       ------------------------
                                                 Name:  James A. Jendra
                                                 Title: Senior Vice President
                                                        Americas Executive