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, 2010, and the certifications given by In-Young Chase 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 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, National Association as successor by merger to LaSalle Bank National Association 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, except for any material misstatements or omissions that may be disclosed in Exhibit B;





5.           Based on my knowledge, except as disclosed in Exhibit B, the information required to be provided under each trust agreement, for inclusion in the distribution reports, is included in the distribution reports;





6.           Based on my knowledge, and except as disclosed in the distribution reports and as disclosed in Exhibit B, 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 distribution reports, there are no material legal proceedings with respect to any trust, involving the trust or Bank of America, National Association as successor by merger to LaSalle Bank National Association as trustee.




By:  /s/ Thomas M. O'ConnorName:         Thomas M. O'ConnorTitle:           Senior Vice PresidentDate:           March 29, 2011
















EXHIBIT A
  SATURNS

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



For FY 20102005-3
12/16/05
March 1 and September 1
March 8, 2010 and September 2, 2010








EXHIBIT B









With respect to the distribution reports that were filed on March 8, 2010 and September 2, 2010, (i) the interest rate applicable to the Securities was unreported and should have been reported as 6.950% and (ii) the amount received from the Securities was unreported and should have been reported as $880,565.00.   The errors are expected to be corrected on or before August 31, 2011 and revised remittance reports are expected to be sent to applicable investors on or before August 31, 2011.
 
 Capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Standard Terms for Trust Agreement, dated as of March 4, 2003.