SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 16, 2005

MS Structured Asset Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-101155	13-4026700
(State or Other Jurisdiction  of Incorporation)	(Commission File  Number)	(IRS Employer  Identification No.)

1585 Broadway, Second Floor  New York, New York  Attention: Madhu Philips	10036
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-761-2520

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Section 9	Financial Statements and Exhibits
Item 9.01		Financial Statements and Exhibits
	Exhibit 4.1		Trust Agreement
	Exhibit 5.1		Validity Opinion of Cleary Gottlieb Steen & Hamilton LLP
	Exhibit  23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included in
			Exhibit 5.1)

SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: December 20, 2005

MS STRUCTURED ASSET CORP.
(Registrant)

By: /s/Madhu Philips
Name: Madhu Philips
Title:    Vice President

EXHIBIT INDEX 

Exhibit	4.1	Trust Agreement
Exhibit	5.1	Validity Opinion of Cleary Gottlieb Steen & Hamilton  LLP
Exhibit	23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)