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, 2007


                                     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, 001-32752


                           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 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 Tribune Company Debenture                  New York Stock Exchange
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 11,  2008, 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, 2007;  Annual  Report on Form 10-K
for the fiscal year ended November 30, 2007; Quarterly Report on Form 10-Q for
the quarterly  period  ended  February 29, 2008; 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
<PAGE>

             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 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 Company 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 issuer
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.

         LaSalle Bank National  Association's  ("LaSalle")  Report on Assessment
of Compliance with Servicing  Criteria for 2007 (the "2007 Assessment") attached
to  this  Report on  Form  10-K  describes in Appendix B the following  material
instance of noncompliance related to investor reporting:


<PAGE>


         "1122(d)(3)(i)(A)  and  (B)  -  During  the  Reporting Period,  certain
monthly investor or remittance  reports were not prepared  in  accordance   with
the  terms set forth in the   transaction   agreements  and   certain   investor
reports did not provide the information  calculated in accordance with the terms
specified in the transaction  agreements for which certain individual errors may
or may not have been material."

         The investor reporting  errors  identified on LaSalle's 2007 Assessment
as  material  instances  of  noncompliance  (the  "Investor  Reporting  Errors")
included, for  example,  revised  delinquency,   REO,  foreclosure,  repurchase,
payoff  or  modified  loan  counts,  category  indicators  and/or  balances. The
conclusion   that  the   Investor   Reporter   Errors   amounted  to  a material
instance of noncompliance  was based primarily on the aggregate number of errors
as opposed to the materiality of any one error.

         The  Investor   Reporter  Errors  were generally  caused by human error
resulting  primarily from high volume monthly data  processing  demands that had
to be addressed within constricted time frames with less than a full  complement
of operational staff. Between the fourth quarter of the Reporting Period and the
date of the 2007 Assessment, LaSalle has employed additional  operational  staff
to accommodate the high volume of monthly investor  reporting  requirements  and
minimize  the risk of the Investor  Reporting Errors recurring.  Other necessary
controls are in place to minimize the risk of such errors.

         With  respect to  the specific pool assets and asset-backed  securities
related to the Investor  Reporting  Errors, the errors did not have, and are not
reasonable  likely in the future to have, any material  impact or effect on pool
asset  performance,  servicing  of  the  pool  assets  and  payments or expected
payments on the mortgage-backed securities.


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 2007

<S>                  <C>                 <C>                           <C>
2006-1               February 28, 2006   May 15 and November 15        May 30, 2007 and November 30, 2007
</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 24, 2008

                                                      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 24, 2008


<PAGE>


                                                                    Exhibit 33.1

          Report on Assessment of Compliance with Servicing Criteria

LaSalle Bank National   Association   ("LaSalle")  is  responsible for assessing
compliance with the servicing criteria applicable to it under  paragraph  (d) of
Item 1122 of Regulation AB (17 C.F.R,  229.1122(d)),  as of and for the 12-month
period ending  December 31, 2007 (the  "Reporting   Period"), as  set  forth  in
Appendix  A   hereto.   The   transactions    covered   by  this  report include
mortgage-backed securities transactions for which  LaSalle,  as trustee,  paying
agent, or custodian, performed servicing  activities,  which  transactions  were
initially  closed on or after January 1, 2006, and that were registered with the
Securities and Exchange Commission  pursuant to the  Securities Act of 1933 (the
"Platform").  LaSalle  used the criteria set forth in paragraph (d) of Item 1122
of  Regulation  AB  to  assess  its  compliance  with  the applicable  servicing
criteria for the Reporting Period with respect to  the  Platform.  The  criteria
listed  in the  column  titled  "Servicing Criteria Inapplicable to LaSalle Bank
National  Association (as  trustee, paying  agent,  or  custodian)"  on Appendix
A hereto are inapplicable  to LaSalle based on the activities it performs in its
role as trustee,  paying agent,  or custodian with respect to the Platform.

Except as identified on Appendix B hereto, LaSalle has complied, in all material
respects, with the applicable servicing criteria identified in Appendix A hereto
for the Reporting Period with respect to the Platform taken as a whole.

PricewaterhouseCoopers LLP, an independent registered public accounting firm has
issued  an  attestation   report  on  LaSalle's  compliance  with the applicable
servicing criteria for the Reporting Period.


February 29, 2008

                                               LaSalle Bank National Association


                                               By:  /s/Barbara L. Marik
                                                   -----------------------------
                                                   Name:   Barbara L. Marik
                                                   Title:  Senior Vice President


<PAGE>


                             Appendix A
<TABLE>
<CAPTION>
                                                                              Servicing          Servicing
                                                                               Criteria           Criteria
                                                                             Applicable to      Inapplicable
                                                                              LaSalle Bank       to LaSalle
   Reg AB                          Servicing Criteria                          National         Bank National
  Reference                                                                  Association (as     Association
                                                                             trustee, paying    (as trustee,
                                                                              agent, or        paying agent,
                                                                              custodian)       or custodian)
                             General Servicing Considerations
<S>             <C>                                                          <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(1)

1122(d)(1)(iii) Any requirements in the transaction agreements to                                     X
                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         X
                coverage required by and otherwise in 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 business days
                following receipt, or such other number of days specified         X
                in the transaction agreements.

 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
                obligor or to an investor are made only by authorized             X
                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            X(2)
                approved as specified in the 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.,          X
                with respect to commingling of cash) 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           X
                to a foreign financial institution means a foreign
                financial 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                  X
                unauthorized 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         X
</TABLE>

_____________________________
(1) No material servicing activities are outsourced to third parties.
(2) No advances were made during the Reporting Period.


<PAGE>

<TABLE>
<S>              <C>                                                         <C>               <C>
                approved by someone 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 prepared
                in accordance with timeframes and other terms set forth
                in the transaction 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          X
                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             X
                other terms set forth in the 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 days specified in the transaction         X
                agreements.

1122(d)(3)(iv)  Amounts remitted to investors per the investor reports
                agree with cancelled checks, or other form of payment, or         X
                custodial bank statements.

                                Pool Asset Administration

1122(d)(4)(i)   Collateral or security on pool assets is maintained as
                required by the transaction agreements or related pool
                asset documents.                                                  X

1122(d)(4)(ii)  Pool assets and related documents are safeguarded as              X
                required by the 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 requirements in the transaction                 X
                agreements.

 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in                               X
                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                              X
                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                                     X
                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                                X
                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.
</TABLE>


<PAGE>


<TABLE>
<S>              <C>                                                         <C>               <C>
1122(d)(4)(viii)Records documenting collection efforts are maintained                                 X
                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                             X
                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                             X
                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                                 X
                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.

1122(d)(4)(xii) Any late payment penalties in connection with any payment                             X
                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                                 X
                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                             X
                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 set forth in the transaction                 X
                agreements.
</TABLE>


<PAGE>


                                 Appendix B


                Material Instances of Noncompliance by LaSalle

1122(d)(3)(i)(A) and (B) - During the Reporting Period, certain monthly investor
or remittance  reports  were not  prepared  in  accordance  with the  terms  set
forth in the transaction agreements and certain investor reports did not provide
the  information  calculated  in  accordance  with  the  terms  specified in the
transaction  agreements for which certain individual errors may  or may not have
been material.


<PAGE>


                                                                    Exhibit 34.1

           Report of Independent Registered Public Accounting Firm

To LaSalle Bank National Association:

We have examined LaSalle Bank National Association's (the "Company")  compliance
with  the  servicing  criteria  set  forth in Item 1122(d) of the Securities and
Exchange   Commission's   Regulation  AB  for the   mortgage-backed   securities
transactions  for which  LaSalle,   as  trustee,   paying  agent,  or custodian,
performed  servicing  activities,  which   transactions  were initially   closed
on or after January 1, 2006, and that were registered  with the  Securities  and
Exchange   Commission  pursuant  to the Securities Act of 1933 (the  "Platform")
described  in  the   accompanying   Report  on  Assessment  of  Compliance  with
Servicing  Criteria (the  "Compliance  Statement"),  as of December 31, 2007 and
for the year  then ended,  excluding  criteria  1122(d)(1)(iii)  and  1122(d)(4)
(iv)-(xiv) which the Company has  determined are not applicable to the servicing
activities    performed by it  with  respect  to  the Platform.   Management  is
responsible  for  the  Company's   compliance with the servicing  criteria.  Our
responsibility  is to  express an  opinion on 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 selected asset-backed transactions and securities that comprise the Platform,
testing  of   selected    servicing     activities   related to   the  Platform,
and   determining   whether  the Company  processed  those selected transactions
and performed  those selected  activities  in  compliance  with  the  applicable
servicing  criteria. 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 detect noncompliance  arising
from errors that may have occurred  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. 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.

Our  examination  disclosed  the  following  material   noncompliance  with  the
servicing criteria  set  forth in  Item 1122(d)(3)(i)(A)  and (B) of  Regulation
AB applicable to the Company  during the year ended  December 31, 2007.  Certain
reports to investors did not include certain  required information in accordance
with  terms  set  forth  in  the  transaction  agreements and certain reports to
investors  did not provide  information  calculated in accordance with the terms
specified in the transaction agreements.

In our opinion,   except for  the  material  noncompliance   described  in   the
preceding  paragraph,   LaSalle  Bank   National  Association  complied with the
aforementioned   applicable  servicing  criteria  as  of and  for the year ended
 December 31, 2007 for the Platform, in all material respects.


/s/PricewaterhouseCoopers L.L.P.
February 29, 2008


<PAGE>


                                                                    Exhibit 35.1

                        Servicer Compliance Statement

                       [On LaSalle Bank N.A. 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 Senior 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.


Date:      February 27, 2008
         --------------------

LaSalle Bank National Association, as Trustee

          /s/ Barbara L. Marik
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Name:   Barbara L. Marik
Title:  Senior Vice President