Exhibit 31.2

                              COMPLIANCE STATEMENT

         In connection  with the  preparation and delivery of the report on Form
10-K of MS Structured  Asset Corp. on behalf of SATURNS Trust No. 2002-3 for the
transition  period  from  December  1,  2003  to  December  31,  2003,  and  the
certifications  given by John Kehoe with respect thereto, the undersigned hereby
certifies  that he is a duly  elected Vice  President  of LaSalle Bank  National
Association and further certifies in his capacity as such as follows:


1. LaSalle Bank National Association 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 period as described on Exhibit A
hereto.

2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of the period covered by the report of MS Structured Asset Corp. on
behalf of SATURNS Trust No. 2002-3;

3. I am familiar with the operations of LaSalle Bank National Association 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 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
LaSalle Bank National Association as trustee.


                                        By: /s/ Russell M. Goldenberg
                                            -------------------------------
                                            Name:    Russell M. Goldenberg
                                            Title:   Group Senior Vice President
                                            Date:    March 30, 2004
<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 Transition Period from December 1,
                                                                                    2003 to December 31, 2003
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                                  <C>
       2002-3                3/19/02            March 1 and September 1              None filed this period
----------------------------------------------------------------------------------------------------------------------
</TABLE>