UNITED STATES


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, 2012




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  333-165725, 001-34978







SATURNS Trust No. 2010-04 (IP)


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 incorporation or organization)
(IRS Employer Identification No.)1585 Broadway, Second Floor

New York, New York

Attention: In-Young Chase
10036(Address of principal executive office)
(Zip Code)Registrant’s telephone number, including area code:
(212) 761-2457
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of Each Class
Name of Each Exchange on Which RegisteredSATURNS Floating Rate Trust Series 2010-04 (IP)
New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 
 None










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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ 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                                           Smaller reporting company ___




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 14, 2013, 1,000 shares of common stock, par value $1.00 per share, were outstanding.




DOCUMENTS INCORPORATED BY REFERENCE:




The following reports of Morgan Stanley pursuant to Item 1115(b): Quarterly Report on Form 10-Q for the quarterly period ended  June 30, 2012; Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012;  Annual Report on Form 10-K for the fiscal year ended December 31, 2012; 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.
















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








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

















ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB





ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS





International Paper Company, the underlying security guarantor 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 International Paper Company 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 International Paper Company 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 International Paper Company is 333-157573.





The underlying security guarantor 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 guarantor 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





Not Applicable





ITEM 1117. LEGAL PROCEEDINGS





None





ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Morgan Stanley Capital Services Inc., which is the derivative counterparty to the 2010-04 (IP) Trust under an interest rate swap transaction, is an affiliate of the Depositor, MS Structured Asset Corp.








ITEM 1122. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA




See Exhibits 33.1 and 34.1 to this Annual Report.




The Bank of New York Mellon’s Report on Assessment of Compliance with Servicing Criteria for 2012 attached to this Report on Form 10-K describes in Schedule A the following material instances of noncompliance related to investor 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: (B) Provide information calculated in accordance with the terms specified in the transaction agreements.




Noncompliance:




During the reporting period, certain reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements.




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




Noncompliance:




With respect to certain remittances during the reporting period, amounts due to investors were not allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements.”




See Exhibit 33.1 to this Annual Report for information relating to noncompliance and remediation.







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:





SATURNS

Trust No.:
Closing Date
Collateral
Payment Dates
Form 10-D Filing Dates

For FY 20122010-04 (IP)
12/9/2010
International Paper Company
February 15, May 16, August 15 and November 15
February 24, 2012, May 29, 2012, August 20, 2012 and November 26, 2012











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





(3) Exhibits:


Exhibit 31.1
Rule 13a-14(d) CertificationExhibit 33.1
Report of The Bank of New York Mellonon Assessment of Compliance with Servicing Criteria for Asset-Backed SecuritiesExhibit 34.1
Attestation Report of KPMG, LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed SecuritiesExhibit 35.1
Statement of Compliance of The Bank of New York Mellon, as Trustee


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





(c) Other Financial Statement Schedules: Not applicable











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 28, 2013


MS STRUCTURED ASSET CORP.
  (Registrant)
  By:          /s/ In-Young Chase
 Name:     In-Young Chase
 Title:       Vice President