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

                            MS 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 pursuant  Exchange Act and is effective pursuant
to General Instruction A.(c), please    to General Instruction A.(d), please
check the following box. |X|            check the following 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 Goldman Sachs Group, Inc.            New York Stock Exchange
       Debenture Backed Series
       2003-11 Callable Units

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

                                      None
                                (Title of class)




                                                           2

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 44 through 63 of the Registrant's Prospectus, dated March 5, 2003
(Registration No. 333-101155), as supplemented by the information under the
headings "Summary, "Risk Factors" and "Description of the Units" on pages S-3
through S-8, S-9 through S-11 and S-23 through S-26, respectively, of the
Registrant's related Prospectus Supplement, dated July 28, 2003, which
information is 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: July 29, 2003

                                                      MS STRUCTURED ASSET CORP.
                                                     (Registrant)


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