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 Aon Capital Security-Backed             New York Stock Exchange
             Series 2002-1
     7.50% Class A 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-8, S-9 through S-11 and S-12 through S-14, respectively, of the
Registrant's related Preliminary Prospectus Supplement, Subject to Completion,
issued February 5, 2002, which information is incorporated herein by reference
and made part of this Registration Statement in its entirety. The description of
the Class A 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
Class A 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.

Date: February 19, 2002

                                          MSDW STRUCTURED ASSET CORP.
                                          (Registrant)


                                          By: /s/ John Kehoe
                                              ----------------------------------
                                          Name:  John Kehoe
                                          Title: Vice President