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, 2004

                                       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: 333-111858-07

                    Synthetic Fixed-Income Securities, Inc.

                                 on behalf of:

         STRATS(SM) Trust For Morgan Stanley Securities, Series 2004-12
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 52-2316339
--------------------------------------------------------------------------------
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)


    301 South College, Charlotte, North Carolina              28288
--------------------------------------------------------------------------------
      (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (704) 383-7727

Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the 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 file
requirements for the past 90 days. Yes [X]  No [_]



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<PAGE>

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. Not applicable.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ]  No [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter:
Not Applicable.

The registrant has no voting stock or class of common stock that is held by
non-affiliates.


                      DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into Part IV of this
Annual Report: (i) the distribution reports to security holders filed on Form
8-K during the fiscal year, in lieu of reports on Form 10-Q, which include the
reports filed on Form 8-K listed in Item 15(a) hereto, and (ii) the Series
Supplement, dated as of September 9, 2004, filed on Form 8-K during the fiscal
year.

                               Introductory Note

Synthetic Fixed-Income Securities, Inc. (the "Depositor") is the Depositor in
respect of the STRATS(SM) Trust For Morgan Stanley Securities, Series 2004-12
(the "Trust"), a common law trust formed pursuant to the Base Trust Agreement,
dated as of September 26, 2003, between the Depositor and U.S. Bank Trust
National Association, as trustee (the "Trustee"), as supplemented by the
STRATS(SM) Certificates Series Supplement 2004-12 (the "Series Supplement")
dated as of September 9, 2004 in respect of the Trust. The Trust's assets
consist solely of notes issued by Morgan Stanley and rights under the Swap
Agreement described in the Series Supplement. The Certificates do not represent
obligations of or interests in the Depositor or the Trustee.

Pursuant to staff administrative positions established in Corporate Asset
Backed Corporation (available August 9, 1995), the Trust 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 the
Trust are filed after each distribution date on Form 8-K in lieu of reports on
Form 10-Q.

Morgan Stanley, the issuer of the underlying securities, is subject to the
information reporting requirements of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"). For information on Morgan Stanley please see its
periodic and current reports filed with the Securities and Exchange Commission
(the "Commission") under its Exchange Act file number, 001-11758. The
Commission maintains a site on the World Wide Web at "http://www.sec.gov" at
which users can view and download copies of reports, proxy and information
statements and other information filed electronically through the Electronic
Data Gathering, Analysis and Retrieval system, or "EDGAR." Periodic and current
reports and other information required to be filed pursuant to the Exchange
Act, by Morgan Stanley may be accessed on this site. Neither Synthetic
Fixed-Income Securities, Inc. nor the Trustee has participated in the
preparation of such reporting documents, or made any due diligence
investigation with respect to the information provided therein. Neither
Synthetic Fixed-Income Securities, Inc. nor the Trustee has verified the
accuracy or completeness of such documents or reports. There can be no
assurance that events affecting the issuer of the underlying securities, or the
underlying securities themselves, have not occurred or have not yet been
publicly disclosed which would affect the accuracy or completeness of the
publicly available documents described above.



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<PAGE>

                                     PART I

Item 1.  Business.
------------------

         Not Applicable

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, Related Stockholder Matters and
         Issuer Purchases of Equity Securities.
         --------------------------------------

     There is no established public trading market for the Certificates.
Records provided to the Trust by DTC indicate that as of December 31, 2004, the
number of holders of record of the Certificates was: 3.

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.
---------------------------

         None



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<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------

         Not Applicable

Item 11. Executive Compensation.
--------------------------------

         Not Applicable

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.
         ----------------------------

         None

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

         None

Item 14. Principal Accounting Fees and Services.
------------------------------------------------

         None


                                    PART IV

Item 15. Exhibits, Financial Statement Schedules.
-------------------------------------------------

         (a)  The following documents have been filed as part of this report.

              1.   Trustee's Distribution Statements documented on Form 8-K of
                   STRATS(SM) Trust For Morgan Stanley Securities, Series
                   2004-12 to the certificateholders for the period from
                   January 1, 2004 through and including December 31, 2004 have
                   been filed with the Securities and Exchange Commission and
                   are hereby incorporated by reference. Filing dates are
                   listed below:

--------------------------------------------------------------------------------
         Trust Description                     Distribution Date      Filed on
--------------------------------------------------------------------------------
STRATS(SM) Trust For Morgan Stanley                10-01-2004         10-12-2004
Securities, Series 2004-12
--------------------------------------------------------------------------------

              2.   None

              3.   Exhibits:

                   4.1 - Series Supplement, dated as of September 9, 2004, is
                   set forth as Exhibit 4.1 on Form 8-K filed with the
                   Securities and Exchange Commission, for Registrant on
                   September 23, 2004, and is incorporated herein by reference.

                   99.1 - Certification by Director of the Registrant pursuant
                   to 15 U.S.C. Section 7241, as adopted pursuant to Section
                   302 of the Sarbanes-Oxley Act of 2002.

                   99.2 - Annual Compliance Report by Trustee pursuant to 15
                   U.S.C. Section 7241, as adopted pursuant to Section 302 of
                   the Sarbanes-Oxley Act of 2002.

                   99.3 - Report of Aston Bell, CPA.



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<PAGE>

                   99.4 - Registrant's Current Report on Form 8-K filed with
                   the Securities and Exchange Commission on October 12, 2004,
                   as further described in Item 15(a)(1) above, is incorporated
                   herein by reference.

         (b)  See Item 15(a) above.

         (c)  Not Applicable.



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<PAGE>

                                   SIGNATURE

     Pursuant to the requirements 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.

                                       Synthetic Fixed-Income Securities, Inc.,
                                       as Depositor for the Trust




                                       By:    /s/ Jimmy Whang
                                              ----------------------------------
                                       Name:  Jimmy Whang
                                       Title: Director


Dated:  March 28, 2005



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<PAGE>



                                 EXHIBIT INDEX

---------------- ------------------------------------------ -------------
   Reference              Description of Exhibits             Exhibit
  Number per                                                 Number in
  Item 601 of                                                   this
 Regulation SK                                               Form 10-K
---------------- ------------------------------------------ -------------
     (4.1)       Series Supplement, dated as of                 4.1
                 September 9, 2004, is set forth as
                 Exhibit 4.1 on Form 8-K filed with the
                 Securities and Exchange Commission, for
                 Registrant on September 23, 2004, and is
                 incorporated herein by reference.
---------------- ------------------------------------------ -------------
                 Certification by Director of the
                 Registrant pursuant to 15 U.S.C.
    (99.1)       Section 7241, as adopted pursuant to           99.1
                 Section 302 of the Sarbanes-Oxley Act of
                 2002.
---------------- ------------------------------------------ -------------
                 Annual Compliance Report by Trustee
                 pursuant to 15 U.S.C. Section 7241, as
    (99.2)       adopted pursuant to Section 302 of the         99.2
                 Sarbanes-Oxley Act of 2002.
---------------- ------------------------------------------ -------------
    (99.3)       Report of Aston Bell, CPA.                     99.3
---------------- ------------------------------------------ -------------
    (99.4)       Registrant's Current Report on Form 8-K        99.4
                 filed with the Securities and Exchange
                 Commission on October 12, 2004, as
                 further described in Item 15(a)(1)
                 above, is incorporated herein by
                 reference.
---------------- ------------------------------------------ -------------



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