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): February 22, 2011

~~Date~~MS ofStructured ~~report~~Asset Corp. (~~Date~~Issuer ofin ~~earliest~~Respect ~~event~~of ~~reported):~~SATURNS ~~January~~Trust ~~28,~~No. ~~2011~~2002-4)

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-16443~~, 333-64879~~	13-4026700
(State or Other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

1585 Broadway, New York, New York 10036

(Address of principal executive offices, including Zip Code)

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

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 ~~January~~current ~~28,~~report ~~2011,~~on ~~the~~Form ~~Company~~8-K ~~issued~~relates ato ~~press release regarding~~ the final distribution ~~receipt~~reported ~~of a notice of intended exercise of 100% of the outstanding Call Options representing the right~~ to ~~acquire 42,500 principal amount of~~ the ~~Bonds~~holders of ~~the~~SATURNS ~~DPL~~Trust ~~Capital~~No. ~~Security Backed Series~~ 2002-4, ~~Trust~~which onwas made on February 22, 2011~~, 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.

(Exhibit No. Description)

99.1 Final distribution report pursuant to the Trust Agreement for the distribution on February 22, 2011.

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: January 28, 2011

		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: February 23, 2011	By:	/s/Jay R. Miller
		Name: Jay R. Miller
		Title: Vice President

MS STRUCTURED ASSET CORP.

(Registrant)

By: /s/ In-Young Chase

Name: In-Young Chase

Title: Vice President

EXHIBIT INDEX

Exhibit 99.1 Press release, dated January 28, 2011

Filing Compare · MS STRUCTURED SATURNS SERIES 2002-4