SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                              FORM 10-K

                            ANNUAL REPORT
               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, 2006

                                    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 333-101155, 001-32572



                          SATURNS Trust No. 2006-1
               MS STRUCTURED ASSET CORP., as Depositor and Sponsor
             (Exact name of registrant as specified in its charter)


           Delaware                                       13-4026700
--------------------------------------------------------------------------------
    (State or other jurisdiction               (IRS Employer Identification No.)
    of 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 Tribune Company               New York Stock Exchange
   Debenture Backed
   Series 2006-1 Callable
   Class A 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 7, 2007, 1,000 shares of common stock, par value $1.00 per share, were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE:

         The following reports of Morgan Stanley: Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 2006; Annual Report on Form 10-K for the
fiscal year ended November 30, 2006; Quarterly Report on Form 10-Q for the
quarterly period ended February 28, 2007; and all other documents subsequently
filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, during the fiscal year covered by this Report
on Form 10-K, which contain financial statements of Morgan Stanley or which
amend the foregoing reports.


<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

     Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable

                                 PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Not Applicable

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


<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Not Applicable

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not Applicable

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

     Not Applicable

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not Applicable

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     Not Applicable

        ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION AB

ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS

                  Tribune Company (as successor by merger to The Times Mirror
Company), the underlying security issuer with respect to the Units, is a
"significant obligor" with respect to the


<PAGE>


assets of the Trust for purposes of Item 1112 of Regulation AB. For
any financial statements of Tribune Company required to be
provided under Regulation S-X during the period since the initial
issuance of the Units, this Form 10-K report refers, pursuant to Item 1100(c)(2)
of Regulation AB, to the periodic reports of Tribune Copmany under section 13(a)
or 15(d) of the Exchange Act ("Underlying Security Issuer Exchange Act Reports")
that are on file with the Securities and Exchange Commission (the "SEC"). Such
Underlying Security Issuer Exchange Act Reports may be accessed at the public
reference facilities maintained by the SEC at Room 1024, 100 F Street, NE,
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, NE,
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. The SEC file number for Tribune Company is 001-08572.

         The underlying security issuer financial statements and Underlying
Security Issuer Exchange Act Reports referred to above are not incorporated by
reference in this Form 10-K report; and the Trust, the Trustee, the depositor,
the sponsor and their affiliates have not verified, have not undertaken to
verify, and will not verify, the content of any such underlying security
guarantor financial statements or Underlying Security Issuer Exchange Act
Reports.

ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN
DERIVATIVES INSTRUMENTS

     None

ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS - FINANCIAL INFORMATION

     None

ITEM 1117. LEGAL PROCEEDINGS

     None

ITEM 1119. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None

ITEM 1122. COMPLIANCE WITH APPLICABLE SERVING CRITERIA

     See Exhibits 33.1 and 34.1 to this Annual Report.

ITEM 1123. SERVICER COMPLIANCE STATEMENT

     See Exhibit 35.1 to this Annual Report.


<PAGE>


                                 PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

         (a) The following documents are filed as part of this Report:

                  (1) Financial Statements: Distribution Reports on Form 10-D
                  are hereby incorporated by reference. See the table below:

<TABLE>
<CAPTION>
 SATURNS Trust No.:        Closing Date          Payment Dates                     Form 10-D Filing Dates

                                                                                           For FY 2006
<S>                    <C>                   <C>                            <C>
2006-1                 February 28, 2006     May 15 and November 15         May 30, 2006 and November 30, 2006
</TABLE>

                  (2) Financial Statement Schedules pursuant to Item 8: Not
                      Applicable

                  (3) Exhibits:

Exhibit 31.1      Rule 13a-14(d) Certification
Exhibit 33.1      Report of LaSalle Bank National Association on Assessment of
                  Compliance with Servicing Criteria for
                  Asset-Backed Securities
Exhibit 34.1      Attestation Report of Ernst & Young, LLP on Assessment of
                  Compliance with Servicing Criteria for
                  Asset-Backed Securities
Exhibit 35.1      Servicer Compliance Statement

         (b) Exhibits: See Item 15(a)(3) above

         (c) Other Financial Statement Schedules: 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 28, 2007

                                              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 report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of SATURNS Trust No. 2006-1 (the "Exchange Act periodic reports");

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole,
do 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 with respect
to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statement(s) required in
this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act periodic reports, the servicer, LaSalle Bank National Association,
as Trustee of SATURNS Trust No. 2006-1, has fulfilled its obligations under the
servicing agreement, which is the Trust Agreement relating to SATURNS Trust No.
2006-1; and

5. All of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment of
compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: LaSalle Bank National
Association and its officers and agents.



                                              By:      /s/Madhu Philips
                                                 -------------------------------
                                              Name:    Madhu Philips
                                              Title:   Vice President
                                              Date:    March 28, 2007


<PAGE>


                                                                    Exhibit 33.1

   Report on Assessment of Compliance with Servicing Criteria for Asset-Backed
                                 Securities

         Management's Assertion on Compliance with Item 1122 Criteria

LaSalle Bank  National  Association  (the "Asserting Party") is  responsible for
assessing its  compliance  with  the  applicable servicing criteria set forth in
Item 1122(d) of Regulation AB (17 C.F.R, 229.1122(d)) as  indicated on Exhibit A
annexed hereto entitled "1122 Servicing Criteria to be  Addressed  in Assessment
of Compliance" (the "Servicing Criteria").

The Asserting Party has assessed the effectiveness of  its  compliance  with the
applicable Servicing Criteria as of December 31, 2006,  and  for  the  period of
January 1, 2006 through  December 31,  2006 (the "Reporting Period"). In  making
this assessment, the  Asserting  Party  used  the  criteria  set  forth  by  the
Securities and Exchange Commission in paragraph (d) of Item 1122  of  Regulation
AB.

Based on such assessment, the Asserting Party believes that,  as of December 31,
2006 and for the Reporting Period, it has complied in all material respects with
the servicing  criteria  set  forth in  Item  1122(d)  of  Regulation AB for the
servicing  activities  it  performs  in the asset-backed securities transactions
detailed  on  Exhibit B. For  servicing  criteria 1122(d)(3)(i)(A) and (B), this
assertion  covers  only  the  information  on  the  report  to investors that is
required by the respective transaction agreements.

Ernst  and Young, an  independent  registered public accounting firm, has issued
an attestation report with respect  to  the  Asserting  Party's  assessment   of
compliance with the Servicing  Criteria as  of  December 31, 2006  and  for  the
Reporting  Period. The  asset-backed  securities  transactions  to   which  this
assertion and the attestation report relate are listed on Exhibit B.

LaSalle Bank National Association




By:      /s/Barbara L. Marik
    -----------------------------
Name: Barbara L. Marik
Title:   First Vice President
Date:   February 28, 2007


<PAGE>


                                   Exhibit A

                           1122 Servicing Criteria
                  to be addressed in an Assessment of Compliance

<TABLE>
<CAPTION>
    Reg AB                             Servicing Criteria                                    Servicing Criteria
   Reference                                                                                     Applicable to
                                                                                                 LaSalle Bank
                                                                                              National Association
                            General Servicing Considerations
<S>               <C>                                                                             <C>
 1122(d)(1)(i)    Policies and procedures are instituted to monitor any performance or
                  other triggers and events of default in accordance with the
                  transaction agreements.                                                         X
1122(d)(1)(ii)    If any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party's
                  performance and compliance with such servicing activities.                      X
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a
                  back-up servicer for the Pool Assets are maintained.
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in effect on the
                  party participating in the servicing function throughout the reporting
                  period in the amount of coverage required by and otherwise in                   X
                  accordance with the terms of the transaction agreements.

                                 Cash Collection and Administration
 1122(d)(2)(i)    Payments on pool assets are deposited into the appropriate custodial
                  bank accounts and related bank clearing accounts no more than two               X
                  business days following receipt, or such other number of days
                  specified in the transaction agreements.
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an obligor or to an           X
                  investor are made only by authorized personnel.
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows
                  or distributions, and any interest or other fees charged for such
                  advances, are made, reviewed and approved as specified in the                   X
                  transaction agreements.
1122(d)(2)(iv)    The related accounts for the transaction, such as cash reserve
                  accounts or accounts established as a form of over collateralization,
                  are separately maintained (e.g., with respect to commingling of cash)           X
                  as set forth in the transaction agreements.
 1122(d)(2)(v)    Each custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of this criterion, "federally insured depository institution" with
                  respect to a foreign financial institution means a foreign financial            X
                  institution that meets the requirements of Rule 13k-1(b)(1) of the
                  Securities Exchange Act.
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized                   X
                  access.
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed
                  securities related bank accounts, including custodial accounts and
                  related bank clearing accounts. These reconciliations are (A)
                  mathematically accurate; (B) prepared within 30 calendar days after
                  the bank statement cutoff date, or such other number of days specified
                  in the transaction agreements; (C) reviewed and approved by someone             X
                  other than the person who prepared the reconciliation; and (D) contain
                  explanations for reconciling items. These reconciling items are
                  resolved within 90 calendar days of their original identification, or
                  such other number of days specified in the transaction agreements.

                                 Investor Remittances and Reporting
 1122(d)(3)(i)    Reports to investors, including those to be filed with the Commission,
                  are maintained in accordance with the transaction agreements and
                  applicable Commission requirements. Specifically, such reports (A) are          X
                  prepared in accordance with timeframes and other terms set forth in
                  the transaction
</TABLE>


<PAGE>


<TABLE>
<S>               <C>                                                                             <C>
                  agreements; (B) provide information calculated in
                  accordance with the terms specified in the transaction agreements; (C)
                  are filed with the Commission as required by its rules and
                  regulations; and (D) agree with investors' or the indenture trustee's
                  records as to the total unpaid principal balance and number of Pool
                  Assets serviced by the related Servicer.
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in accordance with
                  timeframes, distribution priority and other terms set forth in the              X
                  transaction agreements.
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business
                  days to the related Servicer's investor records, or such other
                  number of X days specified in the transaction agreements.
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports agree with
                  cancelled checks, or other form of payment, or custodial bank                   X
                  statements.

                                    Pool Asset Administration
 1122(d)(4)(i)    Collateral or security on pool assets is maintained as required by the          X
                  transaction agreements or related pool asset documents.
1122(d)(4)(ii)    Pool assets and related documents are safeguarded as required by the            X
                  transaction agreements
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are
                  made, reviewed and approved in accordance with any conditions or
                  X requirements in the transaction agreements.
1122(d)(4)(iv)    Payments on pool assets, including any payoffs, made in
                  accordance with the related pool asset documents are posted to
                  the related Servicer's obligor records maintained no more than
                  two business days after receipt, or such other number of days
                  specified in the transaction agreements, and allocated to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the related pool asset documents.
 1122(d)(4)(v)    The related Servicer's records regarding the pool assets agree
                  with the related Servicer's records with respect to an obligor's
                  unpaid principal balance.
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's pool
                  assets (e.g., loan modifications or re-agings) are made, reviewed
                  and approved by authorized personnel in accordance with the
                  transaction agreements and related pool asset documents.
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans,
                  modifications and deeds in lieu of foreclosure, foreclosures and
                  repossessions, as applicable) are initiated, conducted and
                  concluded in accordance with the timeframes or other requirements
                  established by the transaction agreements.
1122(d)(4)(viii)  Records documenting collection efforts are maintained during the
                  period a pool asset is delinquent in accordance with the
                  transaction agreements. Such records are maintained on at least a
                  monthly basis, or such other period specified in the transaction
                  agreements, and describe the entity's activities in monitoring
                  delinquent pool assets including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency
                  is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for pool assets
                  with variable rates are computed based on the related pool asset
                  documents.
 1122(d)(4)(x)    Regarding any funds held in trust for an obligor (such as escrow
                  accounts): (A) such funds are analyzed, in accordance with the
                  obligor's pool asset documents, on at least an annual basis, or
                  such other period specified in the transaction agreements; (B)
                  interest on such funds is paid, or credited, to obligors in
                  accordance with applicable pool asset documents and state laws;
                  and (C) such funds are returned to the obligor within 30 calendar
                  days of full repayment of the related pool assets, or such other
                  number of days specified in the transaction agreements.
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or insurance
                  payments) are made on or before the related penalty or expiration
                  dates, as indicated on the appropriate bills or notices for such
                  payments, provided that such support has been received by the
                  servicer at least 30 calendar days prior to these dates, or such
                  other number of days specified in the transaction agreements.
</TABLE>


<PAGE>


<TABLE>
<S>               <C>                                                                             <C>
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be
                  made on behalf of an obligor are paid from the related Servicer's
                  funds and not charged to the obligor, unless the late payment was
                  due to the obligor's error or omission.
1122(d)(4)(xiii   Disbursements made on behalf of an obligor are posted within two
                  business days to the obligor's records maintained by the
                  servicer, or such other number of days specified in the
                  transaction agreements.
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are
                  recognized and recorded in accordance with the transaction
                  agreements.
1122(d)(4)(xv)    Any external enhancement or other support, identified in Item
                  1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as          X
                  set forth in the transaction agreements.
</TABLE>


<PAGE>


                                        EXHIBIT B
                                     2006 Transactions
<TABLE>
<CAPTION>
    Non-Specific Transactions      Nominal Trustee Transactions      Custodian Only Transactions      Paying Agent Only Transactions
   <S>                           <C>                                <C>                              <C>
      ACE Series 2006-GP1         Bear Stearns Series 2006-PWR11     Basic Asset Backed 2006-1                Washington Mutual
                                                                                                               Series 2006-AR2

     Banc of America Comm.        Bear Stearns Series 2006-PWR12   Credit Suisse AB Series 2006-1             Washington Mutual
      Mtge Series 2006-2                                                                                       Series 2006-AR6

     Banc of America Comm.        Bear Stearns Series 2006-PWR13   Credit Suisse AB Series 2006-2             Washington Mutual
      Mtge Series 2006-5                                                                                       Series 2006-AR7

   Bear Stearns Series 2006-AQ1   Bear Stearns Series 2006-PWR14   Credit Suisse AB Series 2006-3             Washington Mutual
                                                                                                               Series 2006-AR8

   Bear Stearns Series 2006-EC1   Bear Stearns Series 2006-TOP22   Credit Suisse AB Series 2006-4             Washington Mutual
                                                                                                               Series 2006-AR9

   Bear Stearns Series 2006-EC2   Bear Stearns Series 2006-TOP24  Credit Suisse ARMT Series 2006-1            Washington Mutual
                                                                                                               Series 2006-AR10

   Bear Stearns Series 2006-HE1   GSAA Home Equity Trust 2006-14  Credit Suisse ARMT Series 2006-2            Washington Mutual
                                                                                                               Series 2006-AR11

   Bear Stearns Series 2006-HE2       GSAMP Series 2006-HE3       Credit Suisse ARMT Series 2006-3            Washington Mutual
                                                                                                               Series 2006-AR12

   Bear Stearns Series 2006-HE3       GSAMP Series 2006-HE4       Credit Suisse HEMT Series 2006-1            Washington Mutual
                                                                                                               Series 2006-AR13

   Bear Stearns Series 2006-HE4       GSAMP Series 2006-HE5       Credit Suisse HEMT Series 2006-2            Washington Mutual
                                                                                                               Series 2006-AR14

   Bear Stearns Series 2006-HE5       GSAMP Series 2006-HE6       Credit Suisse HEMT Series 2006-3            Washington Mutual
                                                                                                               Series 2006-AR15

   Bear Stearns Series 2006-HE6       GSAMP Series 2006-HE7       Credit Suisse HEMT Series 2006-4            Washington Mutual
                                                                                                               Series 2006-AR16

   Bear Stearns Series 2006-HE7       GSAMP Series 2006-HE8       Credit Suisse HEMT Series 2006-5            Washington Mutual
                                                                                                               Series 2006-AR17

   Bear Stearns Series 2006-HE8      JP Morgan Series 2006-LDP9   Credit Suisse HEMT Series 2006-6            Washington Mutual
                                                                                                               Series 2006-AR18

   Bear Stearns Series 2006-HE9   Morgan Stanley Series 2006-TOP21   Credit Suisse Series 2006-1              Washington Mutual
                                                                                                               Series 2006-AR19

   Bear Stearns Series 2006-HE10  Morgan Stanley Series 2006-TOP23   Credit Suisse Series 2006-2              Washington Mutual
                                                                                                               Series 2006-HE1

   Bear Stearns Series 2006-PC1       Morgan Stanley Capital I       Credit Suisse Series 2006-3              Washington Mutual
                                         Series 2006-HQ10                                                      Series 2006-HE2

   Bear Stearns ABS Series 2006-1 Morgan Stanley Mtg Loan Trust     Credit Suisse Series 2006-4               Washington Mutual
                                       Series 2006-16ARX                                                       Series 2006-HE3

    Bear Stearns Mortgage         Morgan Stanley Mtg Loan Trust      Credit Suisse Series 2006-5              Washington Mutual
   Funding Series 2006-SL1               Series 2006-1AR                                                       Series 2006-HE4

    Bear Stearns Mortgage         Morgan Stanley Mtg Loan Trust      Credit Suisse Series 2006-6              Washington Mutual
  Funding Series 2006-SL2               Series 2006-3AR                                                        Series 2006-HE5

    Bear Stearns Mortgage         Morgan Stanley Mtg Loan Trust      Credit Suisse Series 2006-7              Washington Mutual
  Funding Series 2006-SL3               Series 2006-5AR                                                         WMALT 2006-AR1

    Bear Stearns Mortgage         Morgan Stanley Mtg Loan Trust      Credit Suisse Series 2006-8              Washington Mutual
  Funding Series 2006-SL4               Series 2006-6AR                                                         WMALT 2006-AR2

   Bear Stearns Mortgage          Morgan Stanley Mtg Loan Trust      Credit Suisse Series 2006-9              Washington Mutual
  Funding Series 2006-SL5               Series 2006-8AR                                                         WMALT 2006-AR3

    Bear Stearns Mortgage         Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-1           Washington Mutual
  Funding Series 2006-SL6               Series 2006-9AR                                                         WMALT 2006-AR4

  C-BASS Series 2006-CB7          Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-3           Washington Mutual
                                        Series 2006-2                                                           WMALT 2006-AR5

  C-BASS Series 2006-CB9          Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-4           Washington Mutual
                                        Series 2006-7                                                           WMALT 2006-AR6

  Citigroup Commercial Mortgage   Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-5           Washington Mutual
     Trust Series 2006-C4               Series 2006-11                                                          WMALT 2006-AR7

  Citigroup Commercial Mortgage   Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-6           Washington Mutual
     Trust Series 2006-C5               Series 2006-12XS                                                        WMALT 2006-AR8

   CD 2006-CD3 Mortgage Trust     Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-7           Washington Mutual
                                        Series 2006-13ARX                                                       WMALT 2006-AR9

    COMM Series 2006-C8           Morgan Stanley Mtg Loan Trust    Credit Suisse HEAT Series 2006-8           Washington Mutual
                                        Series 2006-15XS                                                        WMALT 2006-AR10

    CSFB Commercial Mtg.          Morgan Stanley Mtg Loan Trust    Lehman Mortgage Trust Series 2006-1        Washington Mutual
   Trust Series 2006-C4                 Series 2006-17XS                                                        WMALT 2006-1

  First Franklin MLT Series       Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-4        Washington Mutual
        2006-FF18                       Series 2006-1                                                           WMALT 2006-2

    Greenwich Capital             Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-5        Washington Mutual
    Series 2006-GG7                     Series 2006-2                                                           WMALT 2006-3
</TABLE>


<PAGE>


<TABLE>
 <S>                              <C>                              <C>                                        <C>
   GE Capital Comm Mtg.           Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-6        Washington Mutual
   Corp. Series 2006-C1                 Series 2006-3                                                           WMALT 2006-4
 JP Morgan Series 2006-CIBC14     Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-7        Washington Mutual
                                        Series 2006-4                                                           WMALT 2006-5

 JP Morgan Series 2006-CIBC15     Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-8        Washington Mutual
                                        Series 2006-5                                                           WMALT 2006-6

 JP Morgan Series 2006-CIBC17     Thornburg Mtg Securities Trust   Lehman Mortgage Trust Series 2006-9        Washington Mutual
                                        Series 2006-6                                                           WMALT 2006-7

 JP Morgan Series 2006-LDP7       ZUNI Trust Series 2006-OA1          Lehman XS Trust Series 2006-1           Washington Mutual
                                                                                                                WMALT 2006-8

 JP Morgan Series 2006-LDP8                                           Lehman XS Trust Series 2006-3           Washington Mutual
                                                                                                                 WMALT 2006-9

 Non-Specific Transactions        Nominal Trustee Transactions         Custodian Only Transactions    Paying Agent Only Transactions
Lehman XS Trust Series 2006-8                                         Lehman XS Trust Series 2006-5

Lehman XS Trust Series 2006-11                                        Lehman XS Trust Series 2006-7

Lehman XS Trust Series 2006-15                                        Lehman XS Trust Series 2006-9

Lehman XS Trust Series 2006-19                                       Lehman XS Trust Series 2006-10N

Lehman XS Trust Series 2006-20                                        Lehman XS Trust Series 2006-12

  Lehman Mortgage Trust                                               Lehman XS Trust Series 2006-13
   Series 2006-2

     LB-UBS Comm. Mtge.                                               Lehman XS Trust Series 2006-17
   Trust Series 2006-C1

     LB-UBS Comm. Mtge.                                               Morgan Stanley Series 2006-HE1
   Trust Series 2006-C3

     LB-UBS Comm. Mtge.                                               Morgan Stanley Series 2006-HE2
   Trust Series 2006-C4

     LB-UBS Comm. Mtge.                                               Morgan Stanley Series 2006-HE3
   Trust Series 2006-C6

     LB-UBS Comm. Mtge.                                               Morgan Stanley Series 2006-HE4
   Trust Series 2006-C7

 Merrill Lynch Series 2006-MLN1                                       Morgan Stanley Series 2006-HE5

 Merrill Lynch Series 2006-OPT1                                       Morgan Stanley Series 2006-HE6

 Merrill Lynch Series 2006-WMC2                                       Morgan Stanley Series 2006-HE7

 Merrill Lynch Series 2006-FF1                                        Morgan Stanley Series 2006-HE8

 Merrill Lynch Countrywide                                           Morgan Stanley HEL Series 2006-1
      Series 2006-1

 Merrill Lynch Countrywide                                                NYMC Series 2006
      Series 2006-2

 Merrill Lynch Countrywide                                                  SAIL 2006-1
      Series 2006-3

 Merrill Lynch Countrywide                                                  SAIL 2006-2
      Series 2006-4

 Merrill Lynch Series 2006-AHL1                                             SAIL 2006-3

 Merrill Lynch Series 2006-AR1                                              SAIL 2006-4

 Merrill Lynch Series 2006-FM1                                              SARM 2006-1

 Merrill Lynch Series 2006-HE2                                              SARM 2006-2

 Merrill Lynch Series 2006-HE3                                              SARM 2006-3

 Merrill Lynch Series 2006-HE4                                              SARM 2006-4

 Merrill Lynch Series 2006-HE5                                              SARM 2006-5

 Merrill Lynch Series 2006-HE6                                              SARM 2006-6

 Merrill Lynch Series 2006-RM1                                              SARM 2006-7

 Merrill Lynch Series 2006-RM2                                              SARM 2006-8

 Merrill Lynch Series 2006-RM3                                              SARM 2006-9

 Merrill Lynch Series 2006-RM4                                             SARM 2006-10

 Merrill Lynch Series 2006-RM5                                             SARM 2006-11

 Merrill Lynch Series 2006-SD1                                             SARM 2006-12

 Merrill Lynch Series 2006-SL1                                            SASCO 2006-BC1

 Merrill Lynch Series 2006-SL2                                            SASCO 2006-BC2
</TABLE>


<PAGE>


<TABLE>
 <S>                              <C>                              <C>                                        <C>
 Merrill Lynch Series 2006-C1                                             SASCO 2006-BC3

 Merrill Lynch Series 2006-C2                                             SASCO 2006-BC4

 Morgan Stanley Capital I                                                 SASCO 2006-BC5
    Series 2006-HQ8

 Morgan Stanley Capital I                                                 SASCO 2006-BC6
    Series 2006-HQ9

 Morgan Stanley Capital I                                                  SASCO 2006-S1
    Series 2006-IQ11

 Morgan Stanley Capital I                                                  SASCO 2006-S2
    Series 2006-IQ12

 Morgan Stanley Mtg Loan Trust                                             SASCO 2006-S3
    Series 2006-4SL

 Morgan Stanley Mtg Loan Trust                                             SASCO 2006-S4
    Series 2006-10SL

 Morgan Stanley Mtg Loan Trust                                        Sequoia Alternative Loan
    Series 2006-14SL                                                     Trust Series 2006-1

 OWNIT Mortgage Loan Trust
    Series 2006-3

 OWNIT Mortgage Loan Trust
    Series 2006-4

 Non-Specific Transactions           Nominal Trustee Transactions      Custodian Only Transactions    Paying Agent Only Transactions
 OWNIT Mortgage Loan Trust
     Series 2006-5

 OWNIT Mortgage Loan Trust
     Series 2006-6

 OWNIT Mortgage Loan Trust
     Series 2006-7

 SACO I Trust Series 2006-1

 SACO I Trust Series 2006-2

 SACO I Trust Series 2006-3

 SACO I Trust Series 2006-4

 SACO I Trust Series 2006-5

 SACO I Trust Series 2006-6

 SACO I Trust Series 2006-7

 SACO I Trust Series 2006-8

 SACO I Trust Series 2006-9

 SACO I Trust Series 2006-10

 SACO I Trust Series 2006-12

 SATURNS Series 2006-1

 SATURNS Series 2006-2

 TILES Series 2006-1

 Wachovia Bank CMT
   Series 2006-C24
</TABLE>


<PAGE>


                                                                    Exhibit 34.1

      Attestation Report of Ernst & Young, LLP on Assessment of Compliance
            with Servicing Criteria for Asset-Backed Securities

            Report of Independent Registered Public Accounting Firm

We have examined management's assertion,   included    in    the    accompanying
Management's Assertion on Compliance with Item 1122 Criteria, that  LaSalle Bank
National  Association ("LBNA" or "the Company"), a  wholly  owned  subsidiary of
LaSalle Bank Corporation, complied with the servicing criteria set forth in Item
1122 (d) of  the  Securities and Exchange Commission's Regulation AB for all new
Asset Backed Securities, Commercial  Mortgage  Backed Securities and Residential
Mortgage  Backed  Securities  securitization trust  transactions  subsequent  to
January 1, 2006, to the extent  subject  to  Regulation  AB  for  which LBNA  is
trustee ("the Platform"), as of and for the year ended December 31, 2006, except
for those criteria which the Company has determined are not  applicable  to  the
activities performed by  them  with  respect  to  the  Platform  covered by this
report. See Exhibit A of management's assertion for a list of servicing criteria
determined by the Company to be applicable to the activities performed  by  them
with respect to the Platform. As  indicated  in  the  Management's  Assertion on
Compliance  with  Item  1122  Criteria, management's  assertion   for  servicing
criteria 1122(d)(3)(i)(A) and (B)  covers  only  the  information in  reports to
investors  that  is   specifically   required   by  the  respective  transaction
agreements, and  not  to any  additional  information  included  in   reports to
investors that  is  not  required  by  the  respective  transaction  agreements.
Management  is  responsible   for   the  Company's compliance with the servicing
criteria listed in Exhibit A. Our  responsibility  is  to  express an opinion on
management's  assertion  about  the  Company's  compliance  with  the  servicing
criteria based on our examination.

Our examination was conducted in accordance with standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company's  compliance  with  the  applicable
servicing   criteria  and  performing  such other  procedures  as  we considered
necessary in the circumstances. Our   examination  included testing of less than
all of the individual  mortgage  transactions  and  securities that comprise the
platform, testing  of  less  than all of the servicing activities related to the
Platform,  and  determining  whether  the  Company   processed  those   selected
transactions and performed those  selected  activities  in  compliance  with the
servicing criteria. Furthermore, our  procedures  were  limited  to the selected
transactions and servicing activities performed by the Company during the period
covered by this report. Our procedures were not  designed  to  determine whether
errors  may have occurred either prior to or subsequent  to  our  tests that may
have affected the balances or amounts calculated  or  reported  by  the  Company
during the period covered by this report  for  the  selected transactions or any
other transactions. We believe that our examination provides  a reasonable basis
for our opinion. Our examination does not provide a  legal  determination on the
Company's compliance with the servicing criteria.

In  our  opinion,  management's  assertion  that  the Company complied with  the
aforementioned servicing criteria as of and for the year ended December 31, 2006
for the Platform, is fairly stated, in all material respects.


                                                            /s/Ernst & Young LLP

February 28, 2007


<PAGE>


                                                                    Exhibit 35.1

                    Servicer Compliance Statement

                [On LaSalle Bank ABN AMRO Letterhead]



                   Annual Statement of Compliance



MS Structured Asset Corp.
1585 Broadway
New York, New York 10036

Re: TRUST AGREEMENT, between MS Structured Asset Corp. (the "Depositor") and
LaSalle Bank National Association (the "Trustee"), made as of the date
February 28, 2006 relating to SATURNS Trust No. 2006-1 (the "Agreement").

         I, Barbara L. Marik, a First Vice President of LaSalle Bank National
Association, as Trustee hereby certify that:

         (1) A review of the activities of the Trustee during the preceding
calendar year and of the performance of the Trustee under the Agreement has been
made under my supervision; and

         (2) To the best of my knowledge, based on such review, the Trustee has
fulfilled all its obligations under the Agreement in all material respects
throughout such year or a portion thereof.


LaSalle Bank National Association, as Trustee

         /s/ Barbara L. Marik
-------------------------------------
Name: Barbara L. Marik
Title:   First Vice President
Date:   February 28, 2007