UNITED STATES

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, 2013

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 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 Registered
|----------------------------------------------------------------------------- | -----------------------------------------
|SATURNS Limited Brands  Debenture Backed
        Series 2005-3 Callable Units | 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 ___ NoX

All of the common stock of the registrant
is held by Morgan Stanley. As of March 27, 2014, 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 its 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 | L Brands, Inc.                          | 0000701985
|       |                                         |           









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  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









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



The U.S. Bank National Association’s Trustee Compliance Certification
attached to the Report on Form 10-K describes the following material instance of noncompliance related to investor reporting:



“1122(d)(3)(i): The 8-K report required to be filed on or
before March 5, 2013 was filed on March 22, 2013 due to an internal notification error. The late filing was identified through
normal review. Additional controls have been instituted successfully to ensure timely filings.”



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









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:



|SATURNS
        Trust No.: | Closing Date | Payment Dates           | Form 8-K Filing Dates (Not Trust Agreement
        Filings in connection with Closing Date)
        For FY 2013
|-------------------------- | ------------ | ----------------------- | ---------------------------------------------------------------------------------------------------------------
|2005-3                     | 12/16/05     | March 1 and September 3 | March 22, 2013 and September 9, 2013                                                                           



|SATURNS
        Trust No.: | Closing Date | Event Description | Form 8-K Filing Dates (Not Trust Agreement
        Filings in connection with Closing Date or filings related to Payment Dates)
        For FY 2013
|-------------------------- | ------------ | ----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|2005-3                     | 12/16/05     | Not Applicable    | None                                                                                                                                               



(c) Exhibits:



|Exhibit 23   |  | Consent of Grassi & Co. (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 (U.S. Bank National Association)                               
|Exhibit 99.1 |  | Report of Grassi & Co.                                                                          



(d) 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 27,
2014

MS
STRUCTURED ASSET CORP.(Registrant)

By:/s/In-Young
Chase

Name:	In-Young
Chase

| | Title: | Vice President
| | ------ | --------------