Exhibit 3.1
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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                      * * *


     MSDW Structured Asset Corp., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:

     FIRST: That the Board of Directors of said corporation, by a unanimous
Consent in Lieu of a Meeting of the Board of Directors, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of said corporation:

          RESOLVED, that the Board of Directors declares it advisable that
     Article 1 of the Corporation's Certificate of Incorporation be amended to
     read in its entirety as follows:

          "1.  The name of the corporation is:

               MS Structured Asset Corp. "

     SECOND: That, in lieu of a meeting and vote of stockholders, the
stockholder has given unanimous written consent to said amendment in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     FOURTH: This Certificate of Amendment shall not become effective until, and
shall become effective at, 12:01 a.m. on November 8, 2002.

     IN WITNESS WHEREOF, said MSDW Structured Asset Corp. has caused this
certificate to be signed by its Assistant Secretary, this 7th day of November,
2002.

                                            MSDW STRUCTURED ASSET CORP.

                                            By: /s/ Susan M. Krause
                                                --------------------------
                                                     Susan M. Krause
                                                     Assistant Secretary