Mailstop 3561

								April 7, 2006

Via U.S. Mail

Mr. Matthew J. Zola
MS Structured Asset Corp.
1585 Broadway
New York, NY  10036

Re:	MS Structured Asset Corp.
	Post-Effective Amendment no. 4 to Registration Statement on
Form
S-3
	Filed March 13, 2006
	File No. 333-101155

Dear Mr. Zola,

	We have limited our review of your filing for compliance with
Regulation AB.  Please note that our limited review covers only
those
issues addressed in the comments below.  Please also note that our
comments to either the base prospectus and/or the supplement
should
be applied universally, if applicable.  Our page references are to
the marked copies that you provided.

	Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Registration Statement on Form S-3
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has been current and timely with
Exchange
Act reporting during the last twelve months with respect to asset-
backed securities involving the same asset class.  Please refer to
General Instruction I.A.4. of Form S-3.  Also, please provide us
with
the CIK codes for any affiliate of the depositor that has offered
a
class of asset-backed securities involving the same asset class as
this offering.
2. We note on page S-18 that you will file the trust agreement
following the issuance and sale of the units.  Please confirm that
all material terms to be included in the finalized agreements will
also be disclosed in the final Rule 424(b) prospectus, or that
finalized agreements will be filed simultaneously with or prior to
the final prospectus.  Refer to Item 1100(f) of Regulation AB.
3. Please also confirm that you will file unqualified legal and
tax
opinions at the time of each takedown.
4. Please note that a takedown off of a shelf that involves
assets,
structural features, credit enhancement or other features that
were
not described in the base prospectus will usually require either a
new registration statement, if to include additional assets, or a
post-effective amendment.  Refer to Rule 409 of the Securities
Act,
which requires that the registration statement be complete at the
time of effectiveness, except for information that is not known or
reasonably available.  Please confirm for us that the base
prospectus
includes all assets, credit enhancements or other structural
features
reasonably contemplated to be included in an actual takedown.
5. In an appropriate section, please provide a table itemizing all
fees and expenses to be paid or payable out of the cash flows from
the pool assets.  Refer to Item 1113(c) of Regulation AB.  We
suggest
showing items paid out of the trustee`s fee be shown with
footnotes
or indented or in some other fashion to provide a comprehensive
picture of where the fees are going.  Also, please add this
section
to the table of contents.
6. Please confirm that you will meet Form S-3 transaction
requirements.  In particular, confirm that delinquent assets will
not
constitute more than 20% of the asset pool as provided in
Instruction
I.B.5. of Form S-3.
7. Furthermore, confirm that the asset pool will not contain any
non-
performing assets as of the measurement date.  Refer to Item
1101(c)(2)(iii) of Regulation AB.
8. Please revise to include the information called for by Item
1105
of Regulation AB in an appropriate section.  Also, if you intend
to
provide static pool information on an Internet website, please
disclose your intention in the base prospectus.  Refer to Rule
312(a)(1) of Regulation S-T.
9. We note several disclaimers of liability for the accuracy and
completeness of material information within the registration
statement.  Material information provided by the issuer or any of
their affiliates is not appropriate.  Please delete these
disclaimers
throughout the prospectus and supplement.
10. Please revise to describe affiliations among parties in a
separately captioned section. Refer to Item 1119 of Regulation AB.
Please also list this section in your table of contents.
11. In a separate section, please revise to provide brackets to
describe legal proceedings pending against the sponsor, seller,
servicer, depositor, trustees, issuing entity or other transaction
parties that would be material to investors.  Refer to Item 1117
of
Regulation AB.  Please also list this section in your table of
contents.
12. Please explain whether the issuance of a put option in favor
of
the Issuing Entity would be consistent with the requirement in
Rule
3a-7(a)(3) under the Investment Company Act of 1940 (the "1940
Act")
that the Issuing Entity dispose of eligible assets only if the
disposal is not for the purpose of recognizing gains or avoiding
losses resulting from market value changes.
13. Please explain whether the exercise of a put option by the
trustee or the exercise of a call option, right, or warrant by
certain specified persons, which would enable those persons to
acquire Units of a particular series or underlying trust property,
is
consistent with Rule 3a-7(a)(1) under the 1940 Act.  Specifically,
please explain whether the payments derived from a put option or
call
option, right, or warrant are consistent with the requirement that
the issuing entity issue securities which entitle their holders to
receive payments that depend primarily on the cash flow from
eligible
assets.
14. Please explain how any underlying trust property subject to a
put
option or call option, right or warrant would be selected.
15. Please explain whether the holder of a put option or call
option,
right, or warrant would be limited to sophisticated investors
(e.g.,
Qualified Institutional Buyers as defined in Rule 144A of the
Securities Act of 1933).

Registration Statement Cover Page
16. With your next amendment, please revise your cover page to
reflect that you are filing post-effective amendment number 5.
Also,
please revise to reflect the correct file number.

Prospectus Supplement
Cover Page
17. Please revise your statement on the cover page to ensure that
it
accurately reflects the language under Item 1102(d) of Regulation
AB,
if applicable.  In this regard, please clarify that the securities
represent the obligations of the "issuing entity" here and on the
cover page of the base prospectus.
18. Please add bracketed language and provide disclosure on the
asset
type(s) being securitized.  Refer to Item 1102(c).
19. We note that you may issue floating rate notes.  Please add
bracketed information and provide the required disclosure pursuant
to
Item 1102(f).
20. Please briefly describe any credit enhancement or other
support
for the transaction.  Refer to Item 1102(h) of Regulation AB.

Table of Contents, page S-2
21. Please expand your table of contents to delineate each of the
various subsections in the prospectus supplement and/or base
prospectus to assist investors in locating the relevant disclosure
on
the offered securities.  For example, we note you include a number
of
cross-references to subsections; however, the subsections are not
listed in the table of contents.  Please revise accordingly.

Summary, page S-5
General
22. Please revise to identify the "servicer" as contemplated in
Item
1101(j) of Regulation AB and Section 3.01 of Regulation AB
Telephone
Interpretations.  Also, refer to Item 1103(a)(1).  We note your
disclosure on page 18 of the base prospectus.
23. Please revise to identify the "Trust" as the Issuing Entity in
the summary.
24. Please provide a brief summary of circumstances of when pool
assets can otherwise be added, 	removed, or substituted.  Refer
to
Item 1103(a)(6) of Regulation AB.
25. We encourage you, in an appropriate place, to provide a
graphic
illustration(s) of the flow of funds and payment priorities and
allocations, including any subordination features, to assist
investors in understanding the payment flow on all classes of
issued
notes.  Refer to Item 1103(a)(3)(vi) of Regulation AB.

Units, S-5
26. If you contemplate issuing securities in the same transactions
that will not be offered pursuant to this prospectus, please
revise
to identify securities here.  Refer to Item 1103(a)(3)(i) of
Regulation AB.

Trustee Compensation, page S-9
27. Please revise to disclose the distribution priority of the
compensation to the trustee.  Refer to Item 1103(a)(7).

Swap Agreements, page S-9
28. Please add brackets to clarify you will provide financial
information if the aggregate significance percentage is 10% or
more,
here or in an appropriate section.  Refer to Item 1115(b) of
Regulation AB.
Credit Support, S-10
29. Please provide a brief summary of how losses not covered by
credit enhancement or support will be allocated to the securities
(or
classes of securities).  Refer to Item 1103(a)(3)(ix) of
Regulation
AB.

Description of Trust Property, page S-21
General, page S-21
30. Please tell us what you mean by "significant portion."
31. We note you urge investors to read additional material
relating
to the underlying securities.  However, you may not incorporate by
reference material information on the pool assets required under
Item
1111 of Regulation AB.  You may only incorporate by reference
certain
third party financial information.  Refer to Item 1100(c) of
Regulation AB.  Please delete this phrase and revise your
disclosure
to clarify that all material information on the pool assets will
be
provided in the registration statement.


Available Information, S-23
32. It is not clear what the phrase "concentrated underlying
securities" represents.  Please delete this phrase and add
bracketed
language and disclose that you will provide all of the information
as
outlined in Item 1112 of Regulation AB for each significant
obligor,
including financial information outlined in Item 1112(b) if the
significant obligor represents 10% or more of the asset pool.
Please
refer to Item 1101(k) for the definition of significant obligor.

Credit Support, page S-33
33. We note that your form of disclosure on page S-34 that you
will
provide financial information for certain support providers that
will
cover 20% or more of the trust property.  Please revise your form
of
disclosure to clarify that you will provide the financial
information
outlined in Item 1114(b) of Regulation AB if the entity is liable
or
contingently liable to provide payments representing 10% or more
and
20% or more of the cash flow supporting the offered securities.

Swap Agreements, page S-35
34. Please revise to provide form of disclosure to clarify that
you
will disclose the significance percentage.  Refer to Item
1115(a)(4).
Furthermore, please provide bracketed form of disclosure
indicating
that you will provide the financial information outlined in Item
1115(b).

Base Prospectus
General
35. We note in various sections of the base prospectus your
statements "unless otherwise specified in the related prospectus
supplement" or "to the extent that they differ materially from, or
are in addition to the summary below, will be described in the
applicable prospectus supplement," appears to indicate that the
specific terms you describe in the base prospectus will be
different
in the prospectus supplement.  However, the disclosure in the
prospectus supplement should not contradict the disclosure in the
base prospectus.  Instead, please disclose all assets, structural
features and credit enhancement that you reasonably contemplate
including in the ABS offering.

Incorporation of Certain Documents by Reference, page 13
36. Please delete the phrase "before, on" from the first sentence.
Please note that documents subsequently filed by the registrant
shall
be deemed to be incorporated by reference into the prospectus.
Refer
to paragraph (b) of Item 12 of Form S-3.
37. Furthermore, please delete the phrase "from the date of filing
of
those documents."  Alternately, please tell us the purpose and
intended consequence of this phrase.

Use of Proceeds, page 14
38. We note that "net proceeds" will be used by the depositor.  If
expenses will be incurred in connection with the selection and
acquisition of pool assets and are payable from offering proceeds,
please disclose the amount of such expenses in the prospectus
supplement.  Refer to Item 1107(j) of Regulation AB.

The Depositor and Sponsor, page 15
39. It is unclear that MS Structured Asset Corp. meets the
definition
of a "sponsor" pursuant to Item 1101(l) of Regulation AB since it
may
not be the transaction party selling its securities to the trust.
The transaction party considered the "sponsor" involves a facts
and
circumstances analysis.  Refer to the SEC Division of Corporation
Finance`s Manual of Publicly Available Telephone Interpretations,
specifically Section 4.01 of Regulation AB, which is available on
our
website at http://www.sec.gov/interps/telephone.shtml.  Please
provide us your detailed analysis to clarify which party or
parties
would be viewed as the "sponsor" and make the necessary revisions
to
your registration statement.
40. Please expand your disclosure to address the depositor`s
experience in securitizing securities of the type listed on page
35
on the base prospectus to the extent material.  Refer to the
introductory paragraph of Item 1106 and Item 1104(c) of Regulation
AB.

Retained interest, page 19
41. Please tell us how securities that include a retained interest
would be structured.  For example, when and how are the
characteristics of a security changed into two separate
securities,
one of which has a retained interest?  Who would own the retained
interest and how would such interest be retained (i.e., will the
holder of the retained interest own a certain class of securities
in
the Trust)?    Also, please advise how you would meet the
requirement
that the depositor would be free to publicly resell the underlying
securities if there is a retained interest in the deposited
assets.
Refer to Securities Act Rule 190(a)(3).
Evidence as to compliance, page 22
42. We note that a firm of independent public accountants will
furnish a report to the trust based on "specified agreed
procedures."
We also note that the trustee will provide an annual statement
regarding its obligations under the trust agreement.  Please tell
us
whether these reports are in addition to the compliance reports
described on page 33 under "trustee compliance certifications and
reports."

Delisting of Units, page 26
43. Please note that as long as the Units are registered under
Section 12(b) of the Securities Act and subject to ongoing
reporting
under Section 13(a) of the Exchange Act, the depositor will
continue
to have a reporting obligation even if the underlying issuer or
any
swap counterparty no longer is a reporting company or fails to
file
its Exchange Act reports with the Commission.  Please revise to
clarify here and in the related risk factor that if the depositor
proceeds to de-list the Units from the NYSE, the depositor will
need
to complete this process "prior to" the date the depositor is
required to provide information on the underlying issuer pursuant
to
Item 1110 of Regulation AB or the swap counterparty pursuant to
Item
1115 of Regulation AB.  Also, please revise to clarify that this
option is not available to the depositor in the fiscal year within
the first bona fide sale in a takedown of Units under the
registration statement occurred.  Refer to Exchange Act Rule 15d-
22.

Trustee compliance certifications and reports, page 33
44. We note that the trustee will be providing an assessment
report
and attestation report pursuant to Exchange Act 15d-18.  Please
advise whether the depositor will be providing an assessment
report
and attestation report as well.  Also, please revise here or in an
appropriate section that the depositor will sign the annual report
on
Form 10-K as well as the Section 302 Certification.  Refer to the
Manual of Publicly Available Telephone Interpretations,
specifically
Section 18.01 of Regulation AB.

Description of Trust Property, page 35
Underlying securities, page 35
45. We note that the asset pool may include foreign assets.
Please
provide bracketed form of disclosure in the prospectus supplement
as
outlined in Item 1100(e) of Regulation AB.
46. We note that the asset pool may include "term preferred
capital
securities."  Please provide us an analysis to support how these
types of securities would meet the definition of an asset-backed
security, in particular that the securities would, by their terms
convert into cash within a finite time period.  Refer to Item
1101(c)(1) of Regulation AB.
47. Refer to the third bullet on page 39.  It is not clear whether
the asset pool may include underlying securities in which the
depositor, MS&Co. or its affiliates has participated in the
transaction.  If so, please revise your disclosure to clarify how
you
will comply with Rule 190(b) of the Securities Act.

Swap agreements, page 45
General, page 45
48. Please delete the phrase "any other similar transaction" that
appears in the first bullet.

Floating rate Units, page 58
49. We note that you may use "any other similar interest rate
basis."
Please confirm to us that in no eventuality will you use an
"interest
rate basis" which is not an index of interest rates for debt, e.g.
a
commodities or stock index.

Part II

Undertakings
50. Please revise to provide updated undertakings as required by
Item
512(a) of Regulation S-K.

Exhibits
51. It appears that the trust agreement you have incorporated by
reference does not comply with the new requirements in Exchange
Act
Rule 15d-18.  Please advise and provide us with an updated
agreement
when available, marked to show changes made to comply with
Regulation
AB.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in
possession of all the facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequately of the disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.


	If you have any questions regarding these comments, you may
contact Rolaine S. Bancroft at (202) 551-3313.  If you need
further
assistance, you may contact me at (202) 551-3348.


								Sincerely,


								Jennifer G. Williams
								Special Counsel


cc:	Via Facsimile: (202) 974-1999
	Michael A. Mazzuchi, Esq.
	Cleary Gottlieb Steen & Hamilton LLP
Mr. Mattew J. Zola
MS Structured Asset Corp.
April 7, 2006
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