Exhibit 31.1

                                 CERTIFICATION

I, James Whang, certify that:

      1. I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of STRATS(SM) Trust For Procter & Gamble Securities, Series
      2006-3 (the "Exchange Act periodic reports");

      2. Based on my knowledge, the Exchange Act periodic reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

      3. Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

      4. Based on my knowledge and the servicer compliance statement required
      in this report under Item 1123 of Regulation AB, and except as disclosed
      in the Exchange Act periodic reports, the servicer has fulfilled its
      obligations under the servicing agreement; and

      5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation
      reports on assessment of compliance with servicing criteria for
      asset-backed securities required to be included in this report in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
      and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this
      report on Form 10-K.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: The Bank of New York, as
Trustee.

Dated: March 29, 2007            By:   /s/ James Whang
                                      --------------------------------------
                                      James Whang
                                      Director