Writer’s Direct Dial: (202) 974-1572
E-Mail: mmazzuchi@cgsh.com
May 31, 2006
BY EDGAR AND HAND DELIVERY
Ms. Susan Block
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | MS Structured Asset Corp. |
Dear Ms. Block:
On May 26, 2006, MS Structured Asset Corp. (“MSSAC”) filed with the Securities and Exchange Commission (the “Commission”) Post Effective Amendment No. 7 to its registration statement on Form S-3 (the “Registration Statement”) and a response letter (the “Response Letter”) to the staff of the Securities and Exchange Commission (the “Staff”) to the Staff’s comment letter to MSSAC dated May 24, 2006 (the “Comment Letter”). On May 26, 2006, the Staff communicated to MSSAC’s counsel in telephone conversations that the Response Letter did not fully resolve comment number 2 of the Comment Letter, pertaining to retained interests. As described in conversations with the Staff on May 26, 2006, MSSAC confirms that any retained interest will only be only the accrued interest in the underlying securities for the period prior to the date of issuance of the Units. In addition, please see the revised disclosure on page 17 of the Base Prospectus and page S-16 of the form of Prospectus
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Ms. Susan Block
May 31, 2006
Page 2
Supplement. It is the understanding of MSSAC that these revisions to the disclosure resolve the Staff’s outstanding concerns on the Registration Statement.
Page number references and capitalized terms used but not defined in this letter have the meanings specified in Post-Effective Amendment No. 8 to the Registration Statement enclosed with this letter. Post-Effective Amendment No. 8 to the Registration Statement is also being transmitted for electronic filing with the Commission pursuant to Rule 101(a) of Regulation S-T under the Securities Act of 1933, as amended.
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We are enclosing three courtesy copies of Post-Effective Amendment No. 8 to the Registration Statement, each of which have been marked to show changes to the Registration Statement filed with the Staff on May 26, 2006.
On behalf of MSSAC and its advisors, we once again thank you and the Staff for your assistance to date and look forward to your continued assistance. If the Staff has any questions or additional comments on the Registration Statement, please do not hesitate to contact the undersigned at 202-974-1572, fax number 202-974-1999.
Very truly yours,
/s/ Michael A. Mazzuchi
Michael A. Mazzuchi
Enclosures
cc: | Ms. Rolaine S. Bancroft |
Securities and Exchange Commission | |
Mr. John Kehoe Ms. Melissa Dawson Morgan Stanley |
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