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 001-16443, 333-64879


                            MS STRUCTURED ASSET CORP.
                                  On behalf of
                            SATURNS Trust No. 2002-3
             (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 DPL Capital Security              New York Stock Exchange
 Backed Series 2002-3 Class A
 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
   2002-3                  DPL Inc.                                   0000787250


<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. These Units are listed on the New York Stock Exchange:

SATURNS Trust No. 2002-3 Class A Units (DPL Capital Security 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>
2002-3                3/19/02          March 1 and September 1          March 12, 2008 and September 3, 2008
</TABLE>


         (c) Exhibits:

Exhibit 31.1      Rule 13a-14(d) Certification
Exhibit 31.2      Trustee Compliance Certification

The trust covered by this annual report was formed prior to June 30, 2003 and
there is no requirement in the trust agreement for the preparation of a report
by an independent public accountant regarding the trustee's compliance with its
obligations.

         (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 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. 2002-3;

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; and

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.

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 STATEMENT

          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. 2002-3
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. 2002-3, 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. 2002-3;

3.       I am familiar with the operations of Bank of America with respect to
the SATURNS program and SATURNS Trust No. 2002-3 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>
2002-3                3/19/02          March 1 and September 1          March 12, 2008 and September 3, 2008
</TABLE>