SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           MSDW STRUCTURED ASSET CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                13-4026700
 (State of Incorporation or Organization)             (I.R.S. Employer
                                                     Identification no.)

               1585 Broadway
                New York, NY                                10036
  (Address of Principal Executive Offices)                (Zip Code)

If this form relates to the                If this form relates to the
registration of a class of securities      registration of a class of securities
pursuant to Section 12(b) of the           pursuant to Section 12(g) of the
Exchange Act and is effective              Exchange Act and is effective
pursuant to General Instruction            pursuant to General Instruction
A.(c), please check the following          A.(d), please check the following
box. |X|                                   box. |_|


Securities Act registration statement file number to which this form relates:
333-64879
(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of Each Class                     Name of Each Exchange on Which
          to be so Registered                     Each Class is to be Registered
          -------------------                     ------------------------------

  SATURNS BellSouth Debenture-Backed                 New York Stock Exchange
             Series 2001-3
    2,336,080 7.125% Callable Units


Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)



Item 1.    Description of Registrant's Securities to be Registered.

         For a description of the securities to be registered hereunder,
reference is made to the information under the heading "Description of Units" on
pages 25 through 44 of the Registrant's Prospectus, dated July 7, 1999
(Registration No. 333-64879), as supplemented by the information under the
headings "Summary, "Risk Factors" and "Description of the Units" on pages S-2
through S-6, S-7 through S-8 and S-9 through S-11, respectively, of the
Registrant's related Preliminary Prospectus Supplement, Subject to Completion,
issued May 11, 2001, which information is incorporated herein by reference and
made part of this Registration Statement in its entirety. The description of the
Units contained in the final Prospectus Supplement and Prospectus to be filed
pursuant to Rule 424(b), which will contain the final terms of the Units, is
deemed to be incorporated herein by reference and made part of this Registration
Statement in its entirety.


Item 2.    Exhibits.

         None.



                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       MSDW Structured Asset Corp.
                                                   (Registrant)




Date:  May 17, 2001                      By: /s/ Michael Harpe
                                             --------------------------------
                                             Name: Michael Harpe
                                             Title: President