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, 2010
  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 Numbers333-101155, 001-32725
 
 TILES Trust No. 2006-1
 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 FloorNew York, New York
10036Attention: In-Young Chase(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 RegisteredTILES Series 2006-1 TILES Trust 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 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 23, 2011, 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 May 31, 2010; Annual Report on Form 10-K for the fiscal year ended November 30, 2010; Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011; 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
 
 The Goldman Sachs Group, Inc., 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 The Goldman Sachs Group, 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 The Goldman Sachs Group, 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 The Goldman Sachs Group, Inc. is 333-112367.
 
 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
 
 Morgan Stanley is the derivative counterparty to the TILES 2006-1 Trust under an interest rate swap and three forward rate agreements. For purposes of Item 1115(b) of Regulation AB and any financial statements of Morgan Stanley required to be provided under Regulation S-X during the period covered by this Report on Form 10-K, the financial statements included in or as exhibits to the following documents filed by Morgan Stanley with the Securities and Exchange Commission are hereby incorporated by reference in this Item: Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2010; Annual Report on Form 10-K for the fiscal year ended November 30, 2010; Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011; 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.
 
 At prescribed rates, unitholders may obtain copies of all reports, proxy statements and other publicly available information filed by Morgan Stanley with the SEC from the Public Reference section of the SEC, 100 F Street, NE, Washington, D.C. 20549, United States of America.  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.  Information provided by or filed with the SEC by Morgan Stanley pursuant of the Exchange Act can be located by reference to SEC file number 001-11758.
 
 ITEM 1117. LEGAL PROCEEDINGS
 
 None
 
 ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  Morgan Stanley, which is the derivative counterparty to the TILES 2006-1 Trust under an interest rate swap and three forward rate agreements, owns 100% of the stock of Depositor MS Structured Asset Corp.
  ITEM 1122. COMPLIANCE WITH APPLICABLE SERVICING 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 2009 (the “2009 Assessment”) attached to this Report on Form 10-K describes in Appendix B the following material instance of noncompliance related to investor reporting:
  “1122(d)(3)(i)(B)  During the Reporting Period, certain monthly investor reports did not provide information calculated in accordance with the terms specified in the transaction agreements.”
  
  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:
 
 TILES

Trust No.:
Closing Date
Collateral
Payment Dates
Form 10-D Filing Dates (Not Trust Agreement Filings in connection with Closing Date)



For FY 20102006-1
2/15/2006
The Goldman Sachs Group Inc.
02/16/2010
03/1/20102006-1
2/15/2006
The Goldman Sachs Group Inc.
08/16/2010
08/17/2010
 
 
 (2) Financial Statement Schedules pursuant to Item 8: Not Applicable
 
 (3) Exhibits:
 
  Exhibit 31.1
Rule 13a-14(d) Certification
 Exhibit 31.2
Servicer Compliance Statement
 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 PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities
 Exhibit 35.1
Annual Statement of Compliance
 
 (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 31, 2011
  MS STRUCTURED ASSET CORP.(Registrant)By: /s/In-Young ChaseName:        In-Young ChaseTitle:          Vice President