SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549









FORM
10-K









ý
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008OR ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSITION PERIOD
      FROM            TO





Commission
File Number of issuing entity:  1-32867




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
              52-2316399(State
      of incorporation or organization of the issuing entity)
              (IRS
      Employer Identification No.)





One
      Wachovia Center301
      S. College StreetCharlotte,
      North Carolina
              28288
              (704)
      374-6611(Address
      of principal executive offices)
              (Zip
      Code)
              (Telephone
      Number)




SECURITIES
REGISTERED PURSUANT


TO
SECTION 12(b) OF THE ACT:




Title of Class
                  Name of  Registered
      ExchangeSTRATS
      (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.


 ̈ Yes  ý No




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


 ̈ Yes  ý No







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.


ý Yes  ̈ No




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.ý




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):








Large accelerated
      filer  ̈
            Accelerated
      filer  ̈
            Non-accelerated
      filer ý
            Smaller
      Reporting Company  ̈




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


 ̈ Yes  ý No




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.




2





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





4


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, 2008 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.  The report on assessment and
the related attestation report identified material noncompliance with the
following servicing criterion as of and for the twelve months ended December 31,
2008:  For servicing criterion 1122(d)(2)(i), certain payments on pool
assets were not deposited to the appropriate custodial bank accounts as required
by the related transaction agreements.  Neither the report on
assessment or the related attestation report has identified any other 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 Mellon for the year ended December 31,
  2008.




34.1
            Independent
      Accountants’ Attestation Report concerning servicing activities of The
      Bank of New York Mellon for the year ended December 31,
    2008.




35.1
            Compliance
      Statement of The Bank of New York Mellon for the year ended December 31,
      2008.




(c)           Omitted.




5


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:
      March 30, 2009
              By:
              /s/ James
      WhangJames
      WhangDirector(senior
      officer of depositor in charge of securitization)




























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EXHIBIT
INDEX




EXHIBIT
              DESCRIPTION4.1
              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 Mellon for the year ended December 31,
2008.34.1
              Independent
      Accountants’ Attestation Report concerning servicing activities of The
      Bank of New York Mellon for the year ended December 31,
    2008.35.1
              Servicer
      Compliance Statement of The Bank of New York Mellon for the year ended
      December 31, 2008.
















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