**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**_____________________**

**FORM 10-K/A**

**Amendment No. 1**

**_____________________**

| x      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                            SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,                            2006** |
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|   | **OR**                                                                                                                                                                                     |
|   |                                                                                                                                                                                       |
| o      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR                            15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM TO**                        |
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**Commission File Number of issuing entity:            333-111858-21**

 

**STRATS(SM) TRUST FOR ALLSTATE CORPORATION SECURITIES,            SERIES 2006-3**

**(Exact name of issuing entity as specified in its            charter)**

 

**SYNTHETIC FIXED-INCOME SECURITIES, INC.**

**(Exact name of depositor and sponsor as specified in its            charter)**

| New York(State of incorporation or organizationof the issuing entity)                                     | 52-2316399(IRS Employer Identification No.) |
|-----------------------------------------------------------------------------------------------------------|---------------------------------------------|
|                                                                                                      |                                        |
| One Wachovia Center301 S. College StreetCharlotte, North Carolina(Address of principal executive offices) | 28288(Zip Code)                             | (704) 374-6611(Telephone Number) |
|                                                                                                      |                                        |   |
|                                                                                                           |                                             |  |  |

**SECURITIES REGISTERED PURSUANT**

**TO            SECTION 12(b) OF THE ACT:**

| Title of Class                                                     | Name of Registered Exchange                  |
|--------------------------------------------------------------------|----------------------------------------------|
| STRATS (SM) Certificates, Series                            2006-3 | New York Stock Exchange (“NYSE”) |

**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.

oYesxNo

Indicate by check mark if the registrant is not required to file reports            pursuant to Section 13 or Section 15(d) of the Act.

oYesxNo

 

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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 such filing requirements            for the past 90 days.

xYesoNo

Indicate by check mark if disclosure of delinquent filers pursuant to            Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.                                                                                                                                                                         x

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 filero | Accelerated filero | Non-accelerated filerx |
|--------------------------|--------------------|------------------------|

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act).

oYesxNo

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.

**DOCUMENTS INCORPORATED BY REFERENCE**

List hereunder the following documents if incorporated by reference and            the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is            incorporated: (1) Any annual report to security holders; (2) Any proxy information            statement; and, (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the            Securities Act of 1933. The listed documents should be clearly described for            identification purposes (e.g., annual report to security holders for fiscal year ended            December 24, 1980).

None.

             

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**PART I**

**The            following Items have been omitted in accordance with General Instruction J to Form            10-K:**

Item 1. Business.

Item IA. Risk Factors.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

**Item 1B. Unresolved Staff Comments**

None.

**PART II**

**The            following Items have been omitted in accordance with General Instruction J to Form            10-K:**

Item 5. Market for Registrant’s Common Equity, Related Stockholder            Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Management’s Discussion and Analysis of Financial            Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market            Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreement with Accountants on Accounting and            Financial Disclosure.

Item 9A. Controls and Procedures.

**Item 9B. Other Information.**

None.

**PART III**

**The            following Items have been omitted in accordance with General Instruction J to Form            10-K:**

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

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

 

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Item 13. Certain Relationships and Related Transactions.

Item 14. Principal Accountant Fees and Services.

**Substitute information provided in accordance with General            Instruction J to Form 10-K:**

**Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets            (Financial Information).**

The Allstate Corporation, the issuer of the underlying securities, is            subject to the information reporting requirements of the Securities Exchange Act of            1934 (the “Exchange Act”). For information on The Allstate Corporation            please see its periodic and current reports filed with the Securities and Exchange            Commission (the “Commission”) under its Exchange Act file number,            001-11840. 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 The Allstate Corporation 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.

**Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other            Support, Except for Certain Derivatives Instruments (Financial            Information).**

None.

**Item 1115(b) of Regulation AB. Certain Derivatives Instruments            (Financial Information).**

None.

**Item 1117 of Regulation AB. Legal Proceedings.**

There are no legal proceedings pending, or any proceedings known to be            contemplated, by governmental authorities against the depositor, the Trustee or the            issuing entity, or any property thereof, that is material to the holders of the            Certificates.

**Item 1119 of Regulation AB. Affiliations and Certain Relationships            and Related Transactions.**

In accordance with the Instruction to Item 1119, affiliations and            certain relationships and related transactions are described below in response to this            item.

Wachovia Bank, National Association (“Wachovia Bank”) is the            “Swap Counterparty” with respect to its obligations under the ISDA Master            Agreement including the Schedule thereto and a confirmation thereunder, by and among            the Swap Counterparty and the issuing entity, dated as of April 28, 2006.             Wachovia Bank is the “IRFC Counterparty” with respect to its obligations            under the Interest Rate Forward Contracts, by and among the IRFC Counterparty and the            issuing entity, each of the thirteen contracts occurring monthly from May 2006 until            and including May 2007.  Wachovia Bank is an affiliate of Synthetic Fixed-Income            Securities, Inc., the sponsor of the issuing entity and the depositor of

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the issuing entity and Wachovia Capital Markets, LLC, who acted as an            underwriter of the Certificates issued by the issuing entity.

The Trustee is unaffiliated with, but may have normal banking            relationships with, the sponsor, the depositor and their respective            affiliates.

**Item 1122 of Regulation AB. Compliance with Applicable Servicing            Criteria.**

The Trustee has been identified as a party participating in the            servicing function during the reporting period with respect to the pool assets held by            the issuing entity. The Trustee’s report on an assessment of compliance with the            servicing criteria applicable to it during the Issuing Entity’s fiscal year            ending December 31, 2006 and an attestation report by a registered independent public            accounting firm regarding the Trustee’s related report on assessment are attached            as exhibits to this Form 10-K. Neitherthe report on assessment            or the related attestation report has identified any material instances of            noncompliance with the servicing criteria described in the report on assessment as            being applicable to the Trustee.

**Item 1123 of Regulation AB. Servicer Compliance            Statement.**

The Trustee has provided a compliance statement, signed by an authorized            officer, attached as an exhibit to this Form 10-K.

**PART IV**

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

|   | (a) | List of Documents Filed as Part of this                            Report |
|--------|-----|---------------------------------------------------------------------------|

|   | (1) | Not Applicable.         |
|--------|-----|-------------------------|
|   | (2) | Not Applicable.         |
|   | (3) | See Item 15 (b), below. |

|   | (b) | Exhibits Required by Item 601 of Regulation                            S-K. |
|--------|-----|-----------------------------------------------------------------------------|

| 4.1 | Series Supplement, dated as of April 28, 2006                            (incorporated by reference to Exhibit 4.1 of the Issuing Entity’s                            Current Report on Form 8-K filed on May 12, 2006). |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31.1 | Rule 13a-18/15d-18 Certification (Section 302                            Certification). |
|------|------------------------------------------------------------------------------------------|

| 33.1 | Report on Assessment of Compliance with Applicable                            Servicing Criteria of The Bank of New York for the year ended December                            31, 2006. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 34.1 | Independent Accountants’ Attestation Report                            concerning servicing activities of The Bank of New York for the year                            ended December 31, 2006. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 35.1 | Compliance Statement of The Bank of New York for the                            year ended December 31, 2006. |
|------|---------------------------------------------------------------------------------------------------------------|

|   | (c) | Omitted. |
|--------|-----|----------|

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 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.

(Depositor)

| Dated: September 27, 2007 | By:     /s/ James                            Whang                              |
|---------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

James Whang

Director

(senior officer in charge of securitizations of the            depositor)

 

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**EXHIBIT INDEX**

| **EXHIBIT** | **DESCRIPTION**                                                                                                                                                                                                          |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                     |
| 4.1         | Series Supplement, dated April 28, 2006 (incorporated by                            reference to Exhibit 4.1 to the Issuing Entity’s Current Report                            on Form 8-K filed on May 12, 2006). |
|        |                                                                                                                                                                                                                     |
| 31.1        | Rule 13a-18/15d-18 Certification (Section 302                            Certification).                                                                                                                                 |
|        |                                                                                                                                                                                                                     |
| 33.1        | Report on Assessment of Compliance with Applicable                            Servicing Criteria of The Bank of New York for the year ended December                            31, 2006.                                |
|        |                                                                                                                                                                                                                     |
| 34.1        | Independent Accountants’ Attestation Report                            concerning servicing activities of The Bank of New York for the year                            ended December 31, 2006.                    |
|        |                                                                                                                                                                                                                     |
| 35.1        | Servicer Compliance Statement of The Bank of New York                            for the year ended December 31, 2006.                                                                                                   |

 

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