8-K 1 form_8ka.htm DISPOSITION OF ASSETS 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: October 17, 2003
(Date of earliest event reported)

MS Structured Asset Corp.
(Issuer in Respect of SATURNS Trust No. 2002-5)
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of organization)
001-16443 (Commission File No.)
13-4026700 (I.R.S. Employer Identification No.)

1585 Broadway, New York, New York 10036
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code
212-761-2520

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

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On October 17, 2003, Morgan Stanley & Co. International Limited,
an affiliate of MS Structured Asset Corp. exchanged 41,900 Units
issued by SATURNS Trust 2002-5 for $1,077,000 principal amount
of Underlying Securites, in accordance with the terms of the Trust
Agreement, as amended.

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on behalf of the Registrant
by the undersigned there unto duly authorized.

LASALLE BANK NATIONAL ASSOCIATION,
IN ITS CAPACITY AS TRUSTEE UNDER THE
TRUST AGREEMENT ON BEHALF OF MS Structured
Asset Corp., Registrant

By:

/s/ Russell Goldenberg
Russell Goldenberg,
Group Senior Vice President

October 27, 2003

UNITED STATES 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) July 15, 2003

MSDW Structured Asset Corp. (Issuer in Respect of SATURNS Trust No. 2002-5) (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 333-64879 (CommissionFile Number) 13-4026700 (IRS EmployerIdentification No.)

1585 Broadway, New York, New York (Address of principal executive offices) 10036 (Zip Code)

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

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

Item 5. Other Events and Regulation FD Disclosure.

This current report on Form 8-K relates to the semi annual distribution reported to the holders of SATURNS Trust No. 2002-5, which was made on July 15, 2003.

Item 7. Financial Statements and Exhibits.

99.1 Semi-Annual distribution report pursuant to the Trust Agreement for the distribution on July 15, 2003. (Exhibit No. Description)

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.

LASALLE BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS TRUSTEE UNDER THE TRUST AGREEMENT ON BEHALF OF MSDW STRUCTURED ASSET CORP., REGISTRANT

Date: July 16, 2003 By: /s/ Russell Goldenberg Russell Goldenberg Group Senior Vice President

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