UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15 (d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 30, 2012

~~Date~~MS ofStructured ~~report~~Asset Corp. (~~Date~~Issuer ofin ~~earliest~~Respect ~~event~~of ~~reported): November~~SATURNS ~~28,~~Trust ~~2012~~No. 2005-02)

MS(Exact ~~Structured~~name ~~Asset~~of ~~Corp.~~registrant onas ~~behalf~~specified ofin ~~SATURNS~~its ~~Trust No. 2005-2~~charter)

______________________________________________________________________________________________________________________________________________

Delaware	333-101155	13-4026700
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(Exact~~Attention: ~~Name~~In-Young ofChase, ~~Registrant~~1585 asBroadway, ~~Specified~~Second inFloor, ~~Charter)~~New York, New York 10036

Delaware	333-101155	13-4026700
(State or Other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification No.)
1585 Broadway, Second Floor New York, New York Attention: In-Young Chase		10036
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: 212-761-2457
	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (212) 761-2457

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 . Other Events.

OnThis ~~November~~current ~~28,~~report ~~2012,~~on ~~the~~Form ~~Company~~8-K ~~issued~~relates ato ~~press release regarding~~ the final ~~receipt~~distribution ofreported ~~a notice of intended exercise of 100% of the outstanding Warrants representing the right~~ to ~~acquire a combined Unit Principal Balance of 25,000,000 Class A Units and~~ the ~~equivalent~~holders ~~Notional Amount~~ of ~~Class~~SATURNS BTrust ~~Units~~No. ~~of the Aon Capital Security Backed Series~~ 2005-202, ~~Trust~~which onwas made on November 30, 2012~~, a copy of which press release is attached as Exhibit 99~~.~~1 hereto.~~

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

(Exhibit No. Description)

99.1 Final distribution report pursuant to the Trust Agreement for the distribution on November 30, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereto~~hereunto duly authorized.

Date: November 28, 2012

		U.S. Bank National Association as successor-in-interest to Bank of America, National Association as successor by merger to LaSalle Bank National Association, in its capacity as Trustee Under the Trust Agreement on behalf of MS Structured Asset Corp., Registrant

Date: December 21, 2012	By:	/s/ Christopher J. Nuxoll
		Name: Christopher J. Nuxoll
		Title: Vice President

MS STRUCTURED ASSET CORP.

(Registrant)

By: /s/ Joshua Schanzer

Name: Joshua Schanzer

Title: Vice President

EXHIBIT INDEX

Exhibit 99.1 Press release, November 28, 2012

Filing Compare · MS STRUCTURED SATURNS SERIES 2005-2