MS STRUCTURED ASSET CORP.
May 26, 2006
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attention: | Rolaine Bancroft | ||
Staff Attorney | ||||
Re: | MS Structured Asset Corp. |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, MS Structured Asset Corp., a Delaware corporation, as registrant of the above-mentioned Registration Statement, and Morgan Stanley & Co. Incorporated, as principal underwriter, hereby request that Post-Effective Amendment No. 7 to the foregoing Registration Statement on Form S-3, as filed with the Commission on May 26, 2006, be declared effective Wednesday, May 31, 2006 or as soon thereafter as practicable.
Very truly yours,
MS STRUCTURED ASSET CORP.
By: /s/ Matthew Zola
Matthew Zola
Director, President, Chief Executive Officer
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Madhu Philips
Madhu Philips
Authorized Signatory