================================================================================ 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): September 25, 2003 MS STRUCTURED ASSET CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 333-64879 13-4026700 (Commission File Number) (IRS Employer Identification No.) 1585 Broadway New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) (212) 761-2520 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ---------------------------------------- ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit 4.1 Standard Terms for Trust Agreements (Corporate Bond TRACERS) Exhibit 4.2 Trust Agreement Exhibit 5.1 Legality Opinion of Davis Polk & Wardwell Exhibit 8.1 Tax Opinion of Davis Polk & Wardwell Exhibit 23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1 and Exhibit 8.1) 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 hereunto duly authorized. MS STRUCTURED ASSET CORP., Registrant Date: September 25, 2003 By: /s/ John Kehoe ---------------------------- Name: John Kehoe Title: Vice President Index to Exhibits Exhibit No. Description - ----------- ----------- Exhibit 4.1 Standard Terms for Trust Agreements (Corporate Bond TRACERS) Exhibit 4.2 Trust Agreement Exhibit 5.1 Legality Opinion of Davis Polk & Wardwell Exhibit 8.1 Tax Opinion of Davis Polk & Wardwell Exhibit 23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1 and Exhibit 8.1)