SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-K

                      FOR ANNUAL AND TRANSITION REPORTS
                   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, 001-32707


                            MS STRUCTURED ASSET CORP.
                                  On behalf of
                            SATURNS Trust No. 2005-3
              (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 Limited Brands Inc. Debenture           New York Stock Exchange
Backed Series 2005-3 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 distribution reports to security holders filed on Form 8-K during the
Fiscal Year in lieu of reports on Form 10-Q.

                              Introductory Note

The Registrant is the depositor under the trust agreements for it various
SATURNS Units listed on the New York Stock Exchange.  The Units do not represent
obligations of or interests in the Depositor. Pursuant to staff administrative
positions established in various no-action letters, see e.g. Corporate Asset
Backed Corporation (available August 9, 1995), the Registrant is not required to
respond to various items of Form 10-K. Such items are designated herein as "Not
applicable."  Distribution reports detailing receipts and distributions by each
trust are filed shortly after each distribution date on Form 8-K in lieu of
reports on Form 10-Q.

The underlying security issuer or guarantor, as applicable, of the securities
held by each of the trusts is subject to the informational requirements of the
Exchange Act.  The underlying security issuer or guarantor, as applicable,
currently files reports, proxy statements and other information with the SEC.
For information regarding such underlying security issuer or guarantor, you
should refer to such reports.  These periodic, current and other reports and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 100 F Street, N.E., 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, N.E., 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.  In
addition, those reports and other information may also be obtained from the
underlying security issuer by making a request to the underlying security
issuer.  The trust, the trustee, the Registrant, and their affiliates have not
verified, have not undertaken to verify, and will not verify, the content of any
such reports or information. The name and the central index key (CIK) for each
underlying security issuer or guarantor is set forth below:


 Trust         Underlying Security Issuer or Guarantor                   CIK
2005-3                   Limited Brands Inc.                          0000701985


<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

            None

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

            None

                                   PART II

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

The Units issued by the SATURNS trusts listed below representing investors'
interest in such trust are represented by one or more physical certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company.  The Units are listed on the New York Stock Exchange:

SATURNS Trust No. 2005-3 Units (Limited Brands Inc. Debenture Backed )

ITEM 6.     SELECTED FINANCIAL DATA

            Not Applicable

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

            Not Applicable


<PAGE>


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

            None

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

            None

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            None

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

            Not Applicable


<PAGE>


                            PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

            (a) The following documents are filed as part of this Report: None

            (b) Reports on Form 8-K:

See Table Below:


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

                                                                                                            For FY 2008
<S>                            <C>                       <C>                                    <C>
2005-3                         12/16/05                  March 1 and September 1                March 12, 2008 and September 3, 2008
</TABLE>

         (c) Exhibits:

Exhibit 23        Consent of Pustorino, Puglisi & Co., LLP (See Exhibit 99.1-
                  -contained in final paragraph of accountants' letter)

Exhibit 31.1      Rule 13a-14(d) Certification

Exhibit 31.2      Trustee Compliance Certification

Exhibit 99.1      Report of Pustorino, Puglisi & Co., LLP


         (d) 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 23
                   [Consent of Pustorino, Puglisi & Co., LLP]


<PAGE>


                                                                    Exhibit 31.1
                          Rule 13a-14(d) Certification

I, Madhu Philips, certify that:

1.       I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of MS Structured
Asset Corp. on behalf of SATURNS Trust No. 2005-3;

2.       Based on my knowledge, the information in these 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 this annual report;

3.       Based on my knowledge, the distribution or servicing information
required to be provided to the depositor by the trustee under the pooling and
servicing, or similar, agreement, for inclusion in these reports is included in
these reports;

4.       I am responsible for reviewing the activities performed by the
depositor and the trustee under the pooling and servicing, or similar, agreement
and based upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the depositor and trustee
have each fulfilled its obligations under that agreement; and

5.       The reports disclose all significant deficiencies relating to the
compliance by the trustee and the depositor with the minimum servicing or
similar standards based upon the report provided by an independent public
accountant, after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar procedure, as set forth in
the pooling and servicing, or similar, agreement, that is included in these
reports.

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 31.2
                           COMPLIANCE CERTIFICATE

          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. 2005-3
for the fiscal year ending December 31, 2008, and the certifications given by
Madhu Philips with respect thereto, the undersigned hereby certifies that he is
a duly elected Senior Vice President of Bank of America, National Association,
successor by merger to LaSalle Bank National Association ("Bamk of America"),
and further certifies in his capacity as such as follows:


1.       Bank of America has prepared all distribution reports with respect to
each distribution date for SATURNS Trust No. 2005-3, 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. 2005-3;

3.       I am familiar with the operations of Bank of America with respect to
the SATURNS program and SATURNS Trust No. 2005-3 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 Bank of America as trustee.


                                              By:      /s/James A. Jendra
                                                 -------------------------------
                                              Name:    James A. Jendra
                                              Title:   Senior Vice President
                                                       Americas Executive
                                              Date:    March 24, 2009


<PAGE>


                                                                       EXHIBIT A

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

                                                                                                            For FY 2008
<S>                        <C>                           <C>                                    <C>
2005-3                         12/16/05                  March 1 and September 1                March 12, 2008 and September 3, 2008
</TABLE>


<PAGE>


                                                                    Exhibit 99.1
                    [Report of Pustorino, Puglisi & Co., LLP]




<PAGE>


                  [On Pustorino, Puglisi & Co., LLP Letterhead]





                         INDEPENDENT ACCOUNTANT'S REPORT
                       ON APPLYING AGREED-UPON PROCEDURES



Bank of America, National Association
135 S. LaSalle Street, Suite 1625
Chicago, IL 60603

MS Structured Asset Corp.
1585 Broadway
New York, NY 10036


With respect to the "Structured Asset Trust Unit Repackagings 2005-3" (SATURNS
Trust 2005-3) we have performed the procedures listed below, which were agreed
to by Bank of America, National Association, as successor by merger to LaSalle
Bank National Association (the Trustee) and MS Structured Asset Corp. (the
Depositor) solely to assist the Depositor in evaluating the Trustee's assertions
that the administration of the Trust Property of SATURNS Trust 2005-3 (the
Trust) was conducted in accordance with the terms of the Trust Agreement
relating thereto for the year ended December 31, 2008. This agreed-upon
procedures engagement was performed in accordance with attestation standards
established by the American Institute of Certified Public Accountants. The
sufficiency of these procedures is solely the responsibility of the specified
users of this report, the Trustee and the Depositor. Consequently, we make no
representation regarding the sufficiency of the procedures described below
either for the purpose for which this report has been requested or for any other
purpose.

Pursuant to the foregoing, for SATURNS TRUST 2005-3, we:

1.       Calculated the semi-annual interest payment on the underlying security
         as defined in the prospectus.

2.       Verified that interest payments on the underlying security were
         received on the scheduled date for payment thereof.

3.       Calculated the semi-annual interest distributions and principal
         distributions, if any, on the Class A and Class B units.


<PAGE>

                                       -2-


4.       Verified that distributions on Class A and Class B units were made on
         the scheduled dates for distribution thereof.

5.       Verified Trust property amounts and balances.

6.       Verified that the amounts of any units redeemed, upon receipt of
         redemption payments or notices of exercise of warrants, matched amounts
         of the relevant redemptions and warrant exercise amounts notified to
         the Trustee.

7.       Verified that the proceeds of redemptions, exercise of warrants and
         liquidation of underlying securities following any underlying security
         default were applied within the time and in the manner provided in the
         Trust Agreement.

8.       Verified that reports on Form 8-K were filed by the Trustee with the
         Securities and Exchange Commission on or before the fifteenth day
         following each payment date for the Class A and Class B units.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on the Trustee's assertions.
Accordingly, we do not express such an opinion.  Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.

We are independent public accountants with respect to the Trustee and the Trust,
as defined under the Code of Professional Ethics of the American Institute of
Certified Public Accountants.

This report is intended solely for the use of the Depositor and the Trustee and
should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
However, this report is a matter of public record as a result of being included
as an exhibit to the annual report on Form 10-K prepared by MS Structured Asset
Corp. and filed with the Securities and Exchange Commission on behalf of SATURNS
Trust 2005-3, and its distribution is not limited.


/s/ Pustorino, Puglisi & Co., LLP
---------------------------------
Pustorino, Puglisi & Co., LLP
New York, New York
March 11, 2009


<PAGE>


                   [On MS Structured Asset Corp. Letterhead]




March 16, 2009



Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022

Gentlemen:

In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 15, 2009 and your reports dated
March 11, 2009, for the Trusts listed below:

       SATURNS 2003-11                               SATURNS 2004-1
       SATURNS 2003-12                               SATURNS 2004-2
       SATURNS 2003-13                               SATURNS 2004-4
       SATURNS 2003-15                               SATURNS 2004-6
       SATURNS 2003-16                               SATURNS 2005-1
       SATURNS CBT Series 2003-1                     SATURNS 2005-2
       TILES Series 2005-1                           SATURNS 2005-3


We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:

1.       We are  responsible for the  formulation of the assertion that the
         administration  of the Trusts listed above was conducted in accordance
         with the terms of the individual  Trust  Agreements  relating  thereto
         for the year ended December 31, 2008.

2.       There have been no fraudulent or other illegal acts that would have a
         material effect on the assertion.

3.       We have disclosed to you all known matters contradicting the assertion.


<PAGE>

                                       -2-


4.       There have been no  communications  from internal  auditors and other
         independent  practitioners  or  consultants relating to the assertions
         including  communications  received between  December 31,  2008 and the
         date of this letter.

5.       We have made available to you all information that we believe is
         relevant to the assertion.

6.       We have responded fully to all inquiries made to us by you during the
         engagement.

7.       No events have occurred  subsequent to December 31, 2008 that would
         require  adjustment to or  modification of the assertions.

8.       Your report is intended  solely for the use of LaSalle Bank National
         Association (the Trustee) and MS Structured Asset Corp. (the Depositor)
         and should not be used by those who have not agreed to the  procedures
         and taken  responsibility  for the  sufficiency  of the  procedures
         for their  purposes.  We  intend  for the applicable  reports to be a
         matter of public  record as a result of their being  included as an
         exhibit to the annual report on Form 10-K prepared by MS Structured
         Assets Corp.  and filed with the  Securities and Exchange Commission on
         behalf of the corresponding trusts.




/s/Madhu Philips
-----------------
Signature

Authorized Signatory
-----------------------
Title

March 16, 2009
-----------------
Date


<PAGE>


              [On Bank of America, National Association Letterhead]




March 11, 2009



Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022

Gentlemen:

In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 15, 2009 and your reports dated
March 11, 2009, for the Trusts listed below:

       SATURNS 2003-11                             SATURNS 2004-1
       SATURNS 2003-12                             SATURNS 2004-2
       SATURNS 2003-13                             SATURNS 2004-4
       SATURNS 2003-15                             SATURNS 2004-6
       SATURNS 2003-16                             SATURNS 2005-1
       SATURNS CBT Series 2003-1                   SATURNS 2005-2
       TILES Series 2005-1                         SATURNS 2005-3


We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:

1.       We are  responsible for the  formulation of the assertion that the
         administration  of the Trusts listed above was conducted in accordance
         with the terms of the individual  Trust  Agreements  relating  thereto
         for the year ended December 31, 2008.

2.       There have been no fraudulent or other illegal acts that would have a
         material effect on the assertion.

3.       We have disclosed to you all known matters contradicting the assertion.


<PAGE>

                                       -2-


4.       There have been no  communications  from internal  auditors and other
         independent  practitioners  or  consultants relating to the assertions
         including  communications  received between  December 31,  2008 and the
         date of this letter.

5.       We have made available to you all information that we believe is
         relevant to the assertion.

6.       We have responded fully to all inquiries made to us by you during the
         engagement.

7.       No events have occurred  subsequent to December 31, 2008 that would
         require  adjustment to or  modification of the assertions.

8.       Your report is intended  solely for the use of LaSalle Bank National
         Association (the Trustee) and MS Structured Asset Corp. (the Depositor)
         and should not be used by those who have not agreed to the  procedures
         and taken  responsibility  for the  sufficiency  of the  procedures
         for their  purposes.  We  intend  for the applicable  reports to be a
         matter of public  record as a result of their being  included as an
         exhibit to the annual report on Form 10-K prepared by MS Structured
         Assets Corp.  and filed with the  Securities and Exchange Commission on
         behalf of the corresponding trusts.



/s/Thais Hayum
---------------------
Signature

Assistant Vice President
------------------------
Title

March 17, 2009
---------------
Date