SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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

For the transition period from __________ to __________

Commission File Numbers 333-101155, 001-32034

MS STRUCTURED ASSET CORP.
On behalf of
SATURNS Trust No. 2004-4
(Exact name of registrant as specified in its charter)

Delaware 13-4026700
-------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

1585 Broadway, Second Floor
New York, New York 10036
Attention: Madhu Philips
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code: (212) 761-2520

Securities registered pursuant to Section 12(b)of the Act:

Title of Each Class Name of Each Exchange on Which Registered

SATURNS Goldman Sachs Capital I New York Stock Exchange
Capital Security Backed Series 2004-4
Class A Callable Units

Securities registered pursuant to Section 12(g)of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ___ No X

Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ___ No X

All of the common stock of the registrant is held by Morgan Stanley. As
of March 7, 2007, 1,000 shares of common stock, par value $1.00 per share, were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

The distribution reports to security holders filed on Form 8-K during the
Fiscal Year in lieu of reports on Form 10-Q.

Introductory Note

The Registrant is the depositor under the trust agreements for it various
SATURNS Units listed on the New York Stock Exchange. The Units do not represent
obligations of or interests in the Depositor. Pursuant to staff administrative
positions established in various no-action letters, see e.g. Corporate Asset
Backed Corporation (available August 9, 1995), the Registrant is not required to
respond to various items of Form 10-K. Such items are designated herein as "Not
applicable." Distribution reports detailing receipts and distributions by each
trust are filed shortly after each distribution date on Form 8-K in lieu of
reports on Form 10-Q.

The underlying security issuer or guarantor, as applicable, of the securities
held by each of the trusts is subject to the informational requirements of the
Exchange Act. The underlying security issuer or guarantor, as applicable,
currently files reports, proxy statements and other information with the SEC.
For information regarding such underlying security issuer or guarantor, you
should refer to such reports. These periodic, current and other reports and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 100 F Street, N.E., Washington, D.C. 20549.
Copies of those materials can be obtained by making a written request to the
SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at
prescribed rates. The SEC also maintains a website on the internet at
http://www.sec.gov at which users can view and download copies of reports,
proxy, information statements and other information filed electronically. In
addition, those reports and other information may also be obtained from the
underlying security issuer by making a request to the underlying security
issuer. The trust, the trustee, the Registrant, and their affiliates have not
verified, have not undertaken to verify, and will not verify, the content of any
such reports or information. The name and the central index key (CIK) for each
underlying security issuer or guarantor is set forth below:

Trust Underlying Security Issuer or Guarantor CIK

2004-4 Goldman Sachs Capital I 0000886982

PART I

ITEM 1. BUSINESS

Not Applicable

ITEM 1A. RISK FACTORS

Not Applicable

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Not Applicable

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Units issued by the SATURNS trusts listed below representing investors'
interest in such trust are represented by one or more physical certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company. The Units are listed on the New York Stock Exchange:

SATURNS Trust No. 2004-4 Class A Units (Goldman Sachs Capital I Capital Security
Backed )

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Not Applicable

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Not Applicable

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Not Applicable

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

None

ITEM 11. EXECUTIVE COMPENSATION

Not Applicable

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Not Applicable

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Report: None

(b) Reports on Form 8-K:

See Table Below:

SATURNS Trust No.: Closing Date Payment Dates Form 8-K Filing Dates (Not Trust
Agreement Filings in connection with
Closing Date)

For FY 2006

2004-4 3/5/04 February 15 and August 15 February 21, 2006 and August 17, 2006

Exhibit 23 Consent of Pustorino, Puglisi & Co., LLP (See Exhibit
99.1--contained in final paragraph of accountants' letter)
Exhibit 31.1 Rule 13a-14(d) Certification
Exhibit 31.2 Trustee Compliance Certification
Exhibit 99.1 Report of Pustorino, Puglisi & Co., LLP

(d) Not applicable

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: March 28, 2007

MS STRUCTURED ASSET CORP.
(Registrant)

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

Exhibit 23
[Consent of Pustorino, Puglisi & Co., LLP]

Exhibit 31.1
Rule 13a-14(d) Certification

I, Madhu Philips, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of MS Structured Asset Corp.
on behalf of SATURNS Trust No. 2004-4;

2. Based on my knowledge, the information in these reports, taken as a whole,
does 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 as of the
last day of the period covered by this annual report;

3. Based on my knowledge, the distribution or servicing information required to
be provided to the depositor by the trustee under the pooling and servicing, or
similar, agreement, for inclusion in these reports is included in these reports;

4. I am responsible for reviewing the activities performed by the depositor and
the trustee under the pooling and servicing, or similar, agreement and based
upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the depositor and trustee
have each fulfilled its obligations under that agreement; and

5. The reports disclose all significant deficiencies relating to the compliance
by the trustee and the depositor with the minimum servicing or similar standards
based upon the report provided by an independent public accountant, after
conducting a review in compliance with the Uniform Single Attestation Program
for Mortgage Bankers or similar procedure, as set forth in the pooling and
servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: LaSalle Bank National
Association and its officers and agents.

By: /s/Madhu Philips
----------------------
Name: Madhu Philips
Title: Vice President
Date: March 28, 2007

Exhibit 31.2
COMPLIANCE CERTIFICATE

In connection with the preparation and delivery of the annual
report on Form 10-K of MS Structured Asset Corp. on behalf of SATURNS Trust No.
2004-4 for the fiscal year ending December 31, 2006, and the certifications
given by Madhu Philips with respect thereto, the undersigned hereby certifies
that she is a duly elected Vice President of LaSalle Bank National Association
and further certifies in her capacity as such as follows:

1. LaSalle Bank National Association has prepared all distribution reports with
respect to each distribution date for SATURNS Trust No. 2004-4, and has filed a
copy of such reports on Form 8-K during the fiscal year as described on Exhibit
A hereto.

2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of periods included in the fiscal year covered by the annual report
of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2004-4;

3. I am familiar with the operations of LaSalle Bank National Association with
respect to the SATURNS program and SATURNS Trust No. 2004-4 and the requirement
imposed by the applicable trust agreement;

4. Based on my knowledge, the information in the distribution reports, taken as
a whole, does 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 as of the
last day of the period covered by the annual report;

5. Based on my knowledge, the information required to be provided under each
trust agreement, for inclusion in these reports, is included in these reports;

6. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under the
trust agreement.

7. Based on my knowledge, and except as disclosed in the reports, there are no
material legal proceedings with respect to any trust, involving the trust or
LaSalle Bank National Association as trustee.

By: /s/Barbara L. Marik
---------------------------
Name: Barbara L. Marik
Title: First Vice President
Date: March 27, 2007

EXHIBIT A

SATURNS Trust No.: Closing Date Payment Dates Form 8-K Filing Dates (Not Trust Agreement
Filings in connection with Closing Date)

For FY 2006

2004-4 3/5/04 February 15 and August 15 February 21, 2006 and August 17, 2006

Exhibit 99.1
[Report of Pustorino, Puglisi & Co., LLP]

[On Pustorino, Puglisi & Co., LLP Letterhead]

INDEPENDENT ACCOUNTANT'S REPORT
ON APPLYING AGREED-UPON PROCEDURES

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1625
Chicago, IL 60603

MS Structured Asset Corp.
1585 Broadway
New York, NY 10036

With respect to the "Structured Asset Trust Unit Repackagings 2004-4" (SATURNS
Trust 2004-4) we have performed the procedures listed below, which were agreed
to by LaSalle Bank National Association (the Trustee) and MS Structured Asset
Corp. (the Depositor) solely to assist the Depositor in evaluating the Trustee's
assertions that the administration of the Trust Property of SATURNS Trust 2004-4
(the Trust) was conducted in accordance with the terms of the Trust Agreement
relating thereto for the year ended December 31, 2006. This agreed-upon
procedures engagement was performed in accordance with attestation standards
established by the American Institute of Certified Public Accountants. The
sufficiency of these procedures is solely the responsibility of the specified
users of this report, the Trustee and the Depositor. Consequently, we make no
representation regarding the sufficiency of the procedures described below
either for the purpose for which this report has been requested or for any other
purpose.

Pursuant to the foregoing, for SATURNS TRUST 2004-4, we:

1. Calculated the semi-annual interest payment on the underlying security
as defined in the prospectus.

2. Verified that interest payments on the underlying security were
received on the scheduled date for payment thereof.

3. Calculated the semi-annual interest distributions and principal
distributions, if any, on the Class A and Class B units.

-2-

4. Verified that distributions on Class A and Class B units were made on
the scheduled dates for distribution thereof.

5. Verified Trust property amounts and balances.

6. Verified that the amounts of any units redeemed, upon receipt of
redemption payments or notices of exercise of warrants, matched
amounts of the relevant redemptions and warrant exercise amounts
notified to the Trustee.

7. Verified that the proceeds of redemptions, exercise of warrants and
liquidation of underlying securities following any underlying security
default were applied within the time and in the manner provided in the
Trust Agreement.

8. Verified that reports on Form 8-K were filed by the Trustee with the
Securities and Exchange Commission on or before the fifteenth day
following each payment date for the Class A and Class B units.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on the Trustee's assertions.
Accordingly, we do not express such an opinion. Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.

We are independent public accountants with respect to the Trustee and the Trust,
as defined under the Code of Professional Ethics of the American Institute of
Certified Public Accountants.

This report is intended solely for the use of the Depositor and the Trustee and
should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
However, this report is a matter of public record as a result of being included
as an exhibit to the annual report on Form 10-K prepared by MS Structured Asset
Corp. and filed with the Securities and Exchange Commission on behalf of SATURNS
Trust 2004-4, and its distribution is not limited.

/s/ Pustorino, Puglisi & Co., LLP
- ---------------------------------
Pustorino, Puglisi & Co., LLP
New York, New York
March 7, 2007

[On MS Structured Asset Corp. Letterhead]

March 28, 2007

Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022

Gentlemen:

In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 29, 2007 and your reports dated
March 7, 2007, for the Trusts listed below:

SATURNS 2003-11 SATURNS 2004-2
SATURNS 2003-12 SATURNS 2004-4
SATURNS 2003-13 SATURNS 2004-6
SATURNS 2003-15 SATURNS 2005-1
SATURNS 2003-16 SATURNS 2005-2
SATURNS CBT Series 2003-1 SATURNS 2005-3
SATURNS 2004-1

We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:

1. We are responsible for the formulation of the assertion that the
administration of the Trusts listed above was conducted in accordance
with the terms of the individual Trust Agreements relating thereto for
the year ended December 31, 2006.

2. There have been no fraudulent or other illegal acts that would have a
material effect on the assertion.

3. We have disclosed to you all known matters contradicting the
assertion.

-2-

4. There have been no communications from internal auditors and other
independent practitioners or consultants relating to the assertions
including communications received between December 31, 2006 and the
date of this letter.

5. We have made available to you all information that we believe is
relevant to the assertion.

6. We have responded fully to all inquiries made to us by you during the
engagement.

7. No events have occurred subsequent to December 31, 2006 that would
require adjustment to or modification of the assertions.

8. Your report is intended solely for the use of LaSalle Bank National
Association (the Trustee) and MS Structured Asset Corp. (the
Depositor) and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the
procedures for their purposes. We intend for the applicable reports to
be a matter of public record as a result of their being included as an
exhibit to the annual report on Form 10-K prepared by MS Structured
Assets Corp. and filed with the Securities and Exchange Commission on
behalf of the corresponding trusts.

/s/Madhu Philips
- -----------------------
Signature

Authorized Signatory
- ------------------------
Title

March 28, 2007
- -------------------------
Date

[On LaSalle Bank National Association Letterhead]

March 7, 2007

Pustorino, Puglisi & Co., LLP
515 Madison Avenue
New York, NY 10022

Gentlemen:

In connection with your engagement to apply the agreed-upon procedures, as
listed in your engagement letters dated January 29, 2007 and your reports dated
March 7, 2007, for the Trusts listed below:

We confirm, to the best of our knowledge and belief, the following
representations made to you during your engagement:

2. There have been no fraudulent or other illegal acts that would have a
material effect on the assertion.

3. We have disclosed to you all known matters contradicting the
assertion.

-2-

5. We have made available to you all information that we believe is
relevant to the assertion.

6. We have responded fully to all inquiries made to us by you during the
engagement.

7. No events have occurred subsequent to December 31, 2006 that would
require adjustment to or modification of the assertions.

/s/Andy Streepey
- ----------------------
Signature

Assistant Vice President
- -------------------------
Title

March 9, 2007
- --------------------------
Date