**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**








**T** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended September 30, 2007**




**or**




**£** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





Commission
      File Number of Issuing Entity: 333-116566-01





**MACROshares
      Oil Up Holding Trust**


(Exact
      name of issuing entity as specified in its charter)




Commission
      File Number of Depositor: 333-116566




**MACRO
      SECURITIES DEPOSITOR, LLC**


(Exact
      name of depositor as specified in its charter)





**New
                York**
            **20-5567874**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





**c/o
      State Street Bank**


**and
      Trust Company**


**200
      Clarendon Street**


**Boston,
      MA 02116**


**(617)
      937-6700**




(Address
      of principal executive offices, telephone number, including area
      code)




Indicate
      by check mark whether the 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 **T** No **£**




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.




Large Accelerated filer**£**
            Accelerated filer**£**
            Non-Accelerated filer**T**





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




Number
      of
      MACROshares Oil Up Holding shares outstanding as of September 30, 2007:
      350,000




**DOCUMENTS
      INCORPORATED BY REFERENCE: Prospectus of MACROshares Oil Up Holding Shares
      and**


**MACROshares
      Oil Up Tradeable Shares, dated as of November 9, 2007, file no.
      333-116566.**







**FORWARD
      LOOKING STATEMENTS**




This
      Quarterly Report on Form 10-Q contains various "forward-looking statements"
      within the meaning of Section 27A of the Securities Act of 1933, as amended,
      and
      Section 21E of the Securities Exchange Act of 1934, as amended, and within
      the
      Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
      statements usually include the verbs, "anticipates," "believes," "estimates,"
      "expects," "intends," "plans," "projects," "understands" and other verbs
      suggesting uncertainty. We remind readers that forward-looking statements are
      merely predictions and therefore inherently subject to uncertainties and other
      factors and involve known and unknown risks that could cause the actual results,
      performance, levels of activity, or achievements, or industry results, to be
      materially different from any future results, performance, levels of activity,
      or our achievements expressed or implied by such forward-looking statements.
      Readers are cautioned not to place undue reliance on these forward-looking
      statements, which speak only as of the date hereof. The Trust undertakes no
      obligation to publicly release any revisions to these forward-looking statements
      to reflect events or circumstances after the date hereof or to reflect the
      occurrence of unanticipated events.







i


TABLE
      OF
      CONTENTS





Page


PART
                I.
            FINANCIAL
                INFORMATION
            1Item
                1.
            Financial
                Statements
            1A.
            Organization
            5B.
            Significant
                Accounting Policies
            7C.
            Operating
                Expenses and Related Party Waivers
            9D.
            Distributions
            10E.
            Share
                Transactions
            11F.
            Indemnifications
            11G.
            New
                Accounting Pronouncements
            11H.
            Concentration
                Risk
            12I.
            Termination
                of the Trust
            12J.
            Subsequent
                Event
            13Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            14Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            20Item
                4.
            Controls
                and Procedures
            20PART II.
            OTHER
                INFORMATION
            21Item
                1.
            Legal
                Proceedings
            21Item
                1A.
            Risk
                Factors
            21Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            21Item
                3.
            Defaults
                Upon Senior Securities
            22Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            22Item
                5.
            Other
                Information
            22Item
                6.
            Exhibits
            22





Exhibits


Exhibit
                  31.1
              Certification
                  Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                  2002
 Exhibit
                  31.2
              Certification
                  Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                  2002
 Exhibit
                  32.1
              Certification
                  Pursuant to 18 U.S.C. Section 1350
 Exhibit
                  32.2
              Certification
                  Pursuant to 18 U.S.C. Section
                  1350





ii


**PART
                I.**
            **FINANCIAL
                INFORMATION**








**Item
                1.**
            **Financial
                Statements******








**MACROshares
      Oil Up Holding Trust**


**Statements
      of Financial Condition**


**September
      30, 2007 and December 31, 2006**


**(Unaudited)**





**September
                30, 2007**
            
            **December
                31, 2006****Assets**Cash
                and cash equivalents
            
            $
            21,161,787
            
            $
            33,118,800Settlement
                contracts and income distribution agreementwith
                the Down-MACRO Holding Trust
            
            
            4,978,767
            
            
            1,797,050Interest
                receivable
            
            
            10,442
            
            
            16,719Total
                Assets
            
            $
            26,150,996
            
            $
            34,932,569**Liabilities
                and Shareholders' Equity**Distribution
                payable to shareholders
            
            $
            160,191
            
            $
            89,495Operating
                expenses payable
            
            
            35,899
            
            
            33,576Total
                Liabilities
            
            
            196,090
            
            
            123,071**Shareholders'
                Equity**Equity
                attributable to Up-MACRO Holdings Shares, $60par
                value, unlimited amount authorized, 350,000 and550,000
                issued and outstanding at September 30, 2007and
                December 31, 2006, respectively
            
            
            25,954,906
            
            
            34,809,498Total
                Shareholders' Equity
            
            
            25,954,906
            
            
            34,809,498Total
                Liabilities and Shareholders' Equity
            
            $
            26,150,996
            
            $
            34,932,569







*See
      notes to the unaudited financial statements*










1




**MACROshares
      Oil Up Holding Trust**


**Statement
      of Operations (Unaudited)**





**For
                the Three**
              **Months
                Ended**
              **September
                30, 2007**
            
            **For
                the Nine**
              **Months****Ended**
              **September
                30, 2007****Investment
                Income**Interest
            
            $
            214,139
            
            $
            765,495Total
                investment income
            
            
            214,139
            
            
            765,495**Expenses**Operating
                expenses
            
            
            84,979
            
            
            265,066Net
                investment income
            
            
            129,160
            
            
            500,429**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized appreciation on settlement contracts and income
                distribution agreement
            
            
            574,633
            
            
            3,532,682Net
                realized loss on settlement contracts and income distribution
                agreement
            
            
            -
            
            
            (451,500
            )Net
                realized and unrealized gain
            
            
            574,633
            
            
            3,081,182Net
                income
            
            $
            703,793
            
            $
            3,581,611Net
                income per share - See Note J:
            
            $
            0.67
            
            $
            3.25Weighted
                average shares outstanding - See Note J
            
            
            1,050,000
            
            
            1,103,298




*See
      notes to the unaudited financial statements*




2




**MACROshares
      Oil Up Holding Trust**


**Statement
      of Changes in Shareholders' Equity**


**For
      the** **Nine
      Months Ended September 30, 2007**


**(Unaudited)**





**Up-MACRO**
              **Holding
                Shares****Shareholders'
                Equity, beginning of period**
            
            $
            34,809,498Contributions
            
            
            15,832,226Distributions
                ($0.4933 per share - See Note J)
            
            
            (493,020
            )Redemptions
            
            
            (27,775,409
            )Net
                income
            
            
            3,581,611**Shareholders'
                Equity, end of period**
            
            $
            25,954,906





**Share
                Activity Nine Months**
              **Ended
                September 30, 2007**
            
            **Up-MACRO**
              **Holding
                Shares****Shares
                Outstanding, Beginning of period**
            
            
            550,000Contributions
            
            
            250,000Redemptions
            
            
            (450,000
            )**Shares
                Outstanding, End of period**
            
            
            350,000








*See
      notes to the unaudited financial statements*


3




**MACROshares
      Oil Up Holding Trust**


**Statement
      of Cash Flows**


**For
      the Nine Months Ended September 30, 2007 (Unaudited)**





**Cash
                flows from operating activities:**Net
                income
            
            $
            3,581,611Adjustments
                to reconcile net income to net cash used in operating
                activities:Net
                unrealized appreciation on settlement contracts and incomedistribution
                agreement
            
            
            (3,521,445
            )Settlement
                payments in excess of realized gain on settlement
                contractsand
                income distribution agreement
            
            
            (1,189,500
            )Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            6,277Operating
                expenses payable
            
            
            2,323Net
                cash used in operating activities
            
            
            (1,120,734
            )**Cash
                flows from financing activities:**Contributions
            
            
            15,034,545Redemptions
            
            
            (25,448,500
            )Distributions
            
            
            (493,020
            )Increase
                in Distribution payable to shareholders
            
            
            70,696Net
                cash used in financing activities
            
            
            (10,836,279
            )Net
                decrease in cash and cash equivalents
            
            
            (11,957,013
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            21,161,787








*See
      notes to the unaudited financial statements*











4


**MACROshares
      Oil Up Holding Trust**


**NOTES
      TO THE UNAUDITED FINANCIAL STATEMENTS**


**as
      of September 30, 2007**





A.
            Organization





MACRO
      Securities Depositor, LLC (the " **Depositor** "),
      a
      Delaware limited liability company with MacroMarkets LLC and Claymore Group
      Inc.
      (collectively referred to as " **Related
      Party** ")
      as its
      only two members, formed the Claymore MACROshares Oil Up Tradeable Trust (the
      " **Up-MACRO
      Tradeable Trust** "),
      the
      Claymore MACROshares Oil Down Tradeable Trust (the " **Down-MACRO
      Tradeable Trust** "),
      the
      Claymore MACROshares Oil Up Holding Trust (the " **Up-MACRO
      Holding Trust** ")
      and
      the Claymore MACROshares Oil Down Holding Trust (the " **Down-MACRO
      Holding Trust** ").
      Each
      of the trusts was formed under the laws of the State of New York on November
      15,
      2006.





On
      August
      17, 2007, MacroMarkets LLC and Claymore Group, Inc. entered into a binding
      agreement pursuant to which (i) Claymore Securities, Inc., a wholly-owned
      subsidiary of Claymore Group Inc., (A) resigned as a marketing agent for the
      Up-MACRO Holding Shares, effective August 17, 2007, with MACRO Financial, LLC,
      which was acting as an additional marketing agent for the Up-MACRO Holding
      shares, assuming all of Claymore Securities, Inc.’s duties as marketing agent
      and (B) resigned as the administrative agent for the Up-MACRO Holding Trust,
      effective September 30, 2007, (ii) Claymore Group Inc. sold its equity interest
      in MACRO Securities Depositor, LLC to MacroMarkets LLC on August 18, 2007 and
      (iii) the Claymore MACROshares Oil Up Holding Trust and Claymore MACROshares
      Oil
      Up Holding Shares were renamed the “MACROshares Oil Up Holding Trust” and the
“MACROshares Oil Up Holding Shares”, respectively. MacroMarkets LLC was
      appointed as the successor administrative agent and accepted such appointment
      pursuant to the Third Amended and Restated Trust Agreement for the Up-MACRO
      Holding Shares, dated as of October 1, 2007, and entered into among the Trustee,
      MacroMarkets LLC, as administrative agent, and MACRO Financial, LLC, as
      marketing agent.





The
      Up-MACRO Holding Trust and the Down-MACRO Holding Trust are referred to as
      " **Paired
      Holding Trusts** ".
      The
      descriptions of the Paired Holding Trusts in these notes reflect the trust
      agreements as amended on October 26, 2007. Operations of the Up-MACRO Holding
      Trust and the Up-MACRO Tradeable Trust commenced on November 29, 2006. No
      creations or other activity occurred between November 24, 2006 and the
      commencement date. Each of the Paired Holding Trusts issues shares (which are
      referred to, respectively, as " **Up-MACRO
      Holding Shares** "
      and
      " **Down-MACRO
      Holding Shares** ,"
      and,
      collectively, as " **Paired
      Holding Shares** ")
      in
      minimum aggregations called " **MACRO
      Units** ,"
      each
      of which consists of 50,000 Up-MACRO Holding Shares and 50,000 Down-MACRO
      Holding Shares. The objective of the Paired Holding Trusts is, in the case
      of
      the Up-MACRO Holding Trust, to provide investors with investment returns that
      correspond with changes in the price of NYMEX crude oil futures contracts within
      the range from (i) zero to (ii) twice the starting level of $60 (the
      " **Starting
      Level** ")
      and,
      in the case of the Down-MACRO Holding Trust, to provide investors with
      investment returns that correspond inversely with the price of NYMEX crude
      oil
      futures within the range from (i) zero to (ii) twice the Starting Level. **** The
      Starting Level was $60, therefore the price range within which the Paired
      Holding Trusts are expected to provide a return to both of the Paired Holding
      Shares is $0 to $120. There can be no assurance that the Paired Holding Trusts
      will achieve their investment objective.





The
      Depositor, State Street Bank and Trust Company, as trustee (in such capacity,
      the " **Trustee** "),
      MacroMarkets LLC, as administrative agent and MACRO Financial, LLC as marketing
      agent (in such capacities, the " **Administrative
      Agent** "
      and the
      " **Marketing
      Agent** ",
      respectively), have entered into trust agreements that govern the activities
      of
      the Up-MACRO Tradeable Trust and the Up-MACRO Holding Trust and specify the
      terms of the shares issued by the Up-MACRO Tradeable Trust (the " **Up-MACRO
      Tradeable Shares** ")
      and
      the Up-MACRO Holding Trust, respectively. The Up-MACRO Tradeable Trust issues
      the Up-MACRO Tradeable Shares on a continuous basis in exchange for deposits
      of
      Up-MACRO Holding Shares. Up-MACRO Tradeable Shares are only issued or exchanged
      for the underlying Up-MACRO Holding Shares in connection with a deposit of
      Up-MACRO Holding Shares into the Up-MACRO Tradeable Trust or the withdrawal
      of
      Up-MACRO Holding Shares from the Up-MACRO Tradeable Trust. One Up-MACRO
      Tradeable Share is issued for each Up-MACRO Holding Share deposited into the
      Up-MACRO Tradeable Trust. The per share " **underlying
      value** "
      of one
      Up-MACRO Tradeable Share is always equal to the underlying value of one Up-MACRO
      Holding Share. The underlying value of the Up-MACRO Holding Trust's shares
      represents that portion of the proceeds of the assets of the Up-MACRO Holding
      Trust that would be distributed in conjunction with a redemption and as a final
      distribution upon termination if the Paired Holding Trusts were to settle the
      settlement contracts and the Up-MACRO Holding Trust were to make a final
      distribution on the Up-MACRO Holding Shares. The Up-MACRO Tradeable Trust would
      pass through such final distribution to holders of Up-MACRO Tradeable Shares.
      The underlying value per share of the Up-MACRO Holding Trust at September 30,
      2007 was $81.69 ($27.23 after giving effect to the share split described in
      Note
      J). Paired Holding Shares are only created and redeemed, and Up-MACRO Tradeable
      Shares are only created and exchanged, through entities who are banks,
      broker-dealers or other participant members of The Depository Trust Company
      (" **DTC** ")
      who
      have executed a contract with the Trustee and the Administrative Agent
      (" **Authorized
      Participants** ").
      Each
      Up-MACRO Tradeable Share represents an undivided beneficial interest in the
      pool
      of Up-MACRO Holding Shares deposited in the Up-MACRO Tradeable Trust. Issuances
      and redemptions of Up-MACRO Holding Shares and Up-Macro Tradeable Shares are
      reflected in these financial statements at the value of the equity attributable
      to such shares at time of issuance or redemption, based on accounting principles
      generally accepted in the United States of America (" **GAAP** ").


5





The
      assets of the Up-MACRO Tradeable Trust consist solely of the Up-MACRO Holding
      Shares on deposit from time to time therein. Prior to November 29, 2006, the
      Depositor and Claymore Securities, Inc. each made an initial deposit of $500
      into the Up-MACRO Holding Trust and $500 into the Up-MACRO Tradeable Trust,
      for
      a total initial deposit into each trust of $1,000 (for each trust, the
      " **Founders'
      Equity** ").
      During the period ended December 31, 2006, the Founders' Equity of both the
      Up-MACRO Holding Trust and the Up-MACRO Tradeable Trust was redeemed and
      returned to the Depositor and Claymore Securities, Inc. The Up-MACRO Tradeable
      Trust shares trade on the American Stock Exchange (" **AMEX** "),
      at
      negotiated prices, during " **New
      York Business Days** "
      (any
      day on which stock exchanges and New York money center banks are open for
      business). The market price of the Up-MACRO Tradeable Shares may diverge from
      the closing per share underlying value of the Up-MACRO Tradeable Trust. Based
      on
      market demand, the Up-MACRO Tradeable Shares may trade at a premium or a
      discount to their per share underlying value.





The
      assets of the Up-MACRO Holding Trust consist of cash, government securities,
      repurchase agreements collateralized by U.S. government securities and OTC
      derivative instruments entered into between the Paired Holding Trusts. These
      derivative instruments consist of " **Settlement
      Contracts** "
      which
      provide that the Up-MACRO Holding Trust is entitled to receive from, or is
      required to make to, the Down-MACRO Holding Trust a payment at the termination
      of each of these contracts in an amount that reflects the price change between
      the settlement price of NYMEX crude oil futures contracts (the " **Closing
      Price** ")
      at the
      time when the Settlement Contracts are terminated and the Starting Level of
      that
      price on November 29, 2006. The NYMEX crude oil futures contracts that are
      referenced by the Paired Holding Trusts are (i) futures contracts that mature
      during the next calendar month succeeding the current month for any date of
      determination occurring on or after the first day of the current month up to
      but
      excluding the 11 th New York
      Business Day of that month and (ii) futures contracts that mature during the
      second calendar month succeeding the current calendar month for any date of
      determination occurring on or after such 11 th New York
      Business Day (provided that the switch out of next month's contract to the
      succeeding month's contract may not take place later than the 17 th day of
      each month).





For
      purposes of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, as defined in the Up-MACRO Holding Trust Agreement, each
      Settlement Contract is valued on each New York Business Day against the Closing
      Price and the resulting percentage change in the Closing Price from the Starting
      Level. The performance obligations of the Paired Holding Trusts to each other
      under the Settlement Contracts are 100% collateralized by cash, U.S. government
      securities and repurchase agreements backed by U.S. government securities that
      are held in each of the Paired Holding Trusts. The Up-MACRO Holding Trust's
      obligations are not leveraged and the trust realizes capital gains or losses
      only when a Settlement Contract is terminated in connection with a paired
      optional redemption, an early termination or the final scheduled termination
      of
      the Paired Holding Trusts.


6





The
      " **Income
      Distribution Agreement** "
      entered
      into between the Paired Holding Trusts is the means for allocating between
      the
      Paired Holding Trusts the daily income accrual on the U.S. government securities
      and other assets on deposit in the trusts. Under the Income Distribution
      Agreement, the Up-MACRO Holding Trust is obligated to pay a portion of its
      income to the Down-MACRO Holding Trust or entitled to receive a portion of
      the
      Down-MACRO Holding Trust's income, based on the percentage difference of the
      Closing Price and the Starting Level on each day of the calendar quarter between
      distribution dates. The Up-MACRO Holding Trust's daily income for the purposes
      of determining underlying value recorded under the Income Distribution Agreement
      reflects either an asset receivable by it or a liability payable by it, based
      upon the difference in the daily value of the Closing Price and its Starting
      Level. A payment is made by one of the Paired Holding Trusts to the other on
      each quarterly distribution date and the Up-MACRO Holding Trust then distributes
      its remaining income (if it had to make a payment under the Income Distribution
      Agreement) or all of its income and a portion of the income it received from
      the
      Down-MACRO Holding Trust (if it received a payment under the Income Distribution
      Agreement) as a quarterly distribution to its shareholders on or immediately
      following such quarterly distribution date.





B.
            Significant
                Accounting Policies





The
      following is a summary of the significant accounting policies that are
      consistently followed by the Up-MACRO Holding Trust in the preparation of its
      financial statements.





**Basis
      of Accounting**





The
      policies are in conformity with GAAP. The preparation of financial statements
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities on the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting periods
      presented in the accompanying financial statements (the " **Reporting
      Periods** ").
      Actual results could differ from those estimates.





The
      accompanying unaudited financial statements were prepared in accordance with
      accounting principles generally accepted in the United States of America for
      interim financial information and with the instructions for Form 10-Q and the
      rules and regulations of the U.S. Securities and Exchange Commission (the
      " **SEC** ").
      In
      the opinion of the Depositor's management, which was responsible for the
      preparation of the financial statements on behalf of the Up-MACRO Holding Trust,
      all material adjustments, consisting only of normal recurring adjustments,
      considered necessary for a fair statement of the interim period financial
      statements have been made. Interim period results are not necessarily indicative
      of results for a full-year period. These financial statements and the notes
      thereto should be read in conjunction with the Trust's financial statements
      included in the Form of 10-K as filed with the SEC on April 2,
      2007.





Under
      GAAP, U.S. government securities and repurchase agreements are accounted for
      on
      a trade date basis. Interest income, adjusted for the amortization of premium
      and accretion of discounts is earned from settlement date and is recorded on
      an
      accrual basis. Expenses are recorded on an accrual basis as incurred.





**Cash
      and Cash Equivalents**





The
      Up-MACRO Holding Trust considers all highly liquid investments with original
      maturities of less than 90 days to be cash equivalents.


7





The
      Up-MACRO Holding Trust invests in debt securities issued by the U.S. government
      and repurchase agreements (or " **repos** ")
      collateralized by U.S. government securities, which have, in each case,
      remaining maturities or terms of less than ninety (90) days. The Up-MACRO
      Holding Trust may enter into repurchase agreements with banks and broker-dealers
      whereby the Up-MACRO Holding Trust acquires a U.S. debt security for cash and
      obtains a simultaneous commitment from the seller to repurchase the security
      at
      an agreed upon price and date.  The Up-MACRO Holding Trust, through its
      custodian, takes possession of securities that are used as collateral.  In
      connection with transactions in repos, if the seller defaults or enters into
      insolvency proceedings and the value of the collateral declines, recovery of
      cash by the Up-MACRO Holding Trust may be delayed or limited. The U.S.
      government securities and repos are valued at amortized cost, which approximates
      market value.





**The
      Settlement Contracts**





Upon
      each
      issuance of Up-MACRO holding shares as part of a MACRO Unit in a Paired
      Subsequent Issuance, the Up-MACRO Holding Trust enters into a new Settlement
      Contract with the Down-MACRO Holding Trust. For each New York Business Day,
      the
      Paired Optional Redemptions and Paired Subsequent Issuances ordered on that
      day
      are netted for purposes of determining how many Settlement Contracts need to
      be
      entered into or terminated on that day; however, one Settlement Contract must
      always be outstanding for one MACRO Unit of outstanding Paired Holding Shares.
      Under the Settlement Contracts, the Up-MACRO Holding Trust is either (1)
      required to deliver all or a portion of its assets (held in the form of cash,
      government securities and repos) to the Down-MACRO Holding Trust or (2) entitled
      to receive all or a portion of the assets (held in the form of the same types
      of
      assets) of the Down-MACRO Holding Trust. The settlement payments made or
      received pursuant to the Settlement Contracts are based on the difference
      between the Closing Price and its Starting Level on the day on which a
      redemption order for Paired Holding Shares is delivered to the Administrative
      Agent. The final distribution on the Up-MACRO Holding Shares depends upon the
      settlement payment that the Up-MACRO Holding Trust will either be required
      to
      make or be entitled to receive under the Settlement Contracts when such
      contracts are settled in connection with Paired Optional Redemptions, early
      terminations or the final scheduled termination of the Up-MACRO Holding Trust.





The
      settlement obligations of the Paired Holding Trusts under the Settlement
      Contracts are fully supported by the cash, government securities and repos
      held
      by each trust.





For
      the
      purpose of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, each daily recording of the difference between the Closing
      Price and the Starting Level is referred to as the daily calculation of the
      amount due to or from the Up-MACRO Holding Trust under the Settlement Contract.
      If the Closing Price exceeds its Starting Level an asset receivable is recorded
      as being due from the Down-MACRO Holding Trust under the Settlement Contracts.
      If the Closing Price is less than its Starting Level, a liability payable to
      the
      Down-MACRO Holding Trust is recorded under the Settlement Contracts. If the
      Closing Price equals its Starting Level, no accounting entry is
      recorded.





For
      the
      purpose of financial reporting, the settlement contracts constitute derivative
      contracts. Accordingly, the settlement contracts are recorded in the financial
      statements at fair value, as determined by the Administrative Agent. As there
      is
      no market for the settlement contracts, and no such market is expected to
      develop, the Administrative Agent determines the fair value of the settlement
      contracts by reference to various inputs, including the contractual amount
      due
      to or from the other trust, applicable market indices, and the prices of
      transactions in Up-MACRO Tradeable Shares on the AMEX. The fair value of the
      settlement contracts as determined in good faith by the Administrative Agent
      could differ from the value that would have been determined had a market for
      the
      settlement contracts existed, and the differences could be material. The fair
      value of the settlement contracts held by the Up-MACRO Holding Trust as of
      September 30, 2007 and on various creation or redemption dates during the
      Reporting Periods for financial reporting purposes was different from the value
      used to determine underlying value, as defined previously.


8





**Income
      Distribution Agreement**





Under
      the
      Income Distribution Agreement with the Down-MACRO Holding Trust, the Up-MACRO
      Holding Trust, on each quarterly distribution date, is either (1) required
      to
      pay all or a portion of its income from its government securities and repos,
      after deduction of a fixed number of basis points (a basis point being 1/100
      of
      one percent) for the payment of fees and expenses, to the Down-MACRO Holding
      Trust or (2) entitled to receive all or a portion of the Down-MACRO Holding
      Trust's income, after the Down-MACRO Holding Trust has deducted a fixed number
      of basis points for payment of its expenses and fees, based on its daily accrued
      income for each day during the preceding calendar quarter and the Closing Price
      for that day.





For
      the
      purpose of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, if the Closing Price on any New York Business Day exceeds
      its Starting Level, the Up-MACRO Holding Trust records a payment obligation
      to
      be made to it by the Down-MACRO Holding Trust under the Income Distribution
      Agreement as an asset receivable for that day. If the Closing Price is less
      than
      its Starting Level on any New York Business Day, the Up-MACRO Holding Trust
      records a liability payable to the Down-MACRO Holding Trust under the Income
      Distribution Agreement. If the Closing Price equals its Starting Level, no
      accounting entry is recorded. For any day that is not a New York Business Day,
      the Closing Price from the last preceding New York Business Day is used to
      calculate the asset or liability under the Income Distribution Agreement for
      that day. The assets receivable and liabilities payable for each day by the
      Up-MACRO Holding Trust are netted in order to determine whether the Trust will
      make a payment to, or be entitled to receive a payment from, the Down-MACRO
      Holding Trust on the quarterly distribution date, prior to distributing its
      income to its shareholders.





For
      the
      purpose of financial reporting, the income distribution contract constitutes
      a
      derivative contract. Accordingly, the Up-MACRO Holding Trust records the income
      distribution contract in the financial statements at fair value, as determined
      by the Administrative Agent. As there is no market for the income distribution
      contract, and no such market is expected to develop, the Administrative Agent
      determines the fair value of the income distribution contract by reference
      to
      various inputs, including the contractual amount due to or from the other trust
      as well as the factors considered in the valuation of the settlement contracts
      as described above. The fair value of the income distribution contract as
      determined in good faith by the Administrative Agent could differ from the
      value
      that would have been determined had a market for the income distribution
      contract existed, and the differences could be material. The fair value of
      the
      income distribution contract held by the Up-MACRO Holding Trust as of September
      30, 2007 and on various creation or redemption dates during the Reporting
      Periods for financial reporting purposes was different from the value used
      to
      determine underlying value, as defined previously.





**Federal
      Income Taxes**





The
      Up-MACRO Holding Trust is treated as a partnership for federal income tax
      purposes and, therefore, no provision for federal income taxes is required.





C.
            Operating
                Expenses and Related Party
                Waivers





Operating
      expenses are deducted daily from the income earned by the Up-MACRO Holding
      Trust
      (and, if income is insufficient during any quarter, from the assets of the
      Up-MACRO Holding Trust) in an amount equal to the product of the trust's assets,
      including Treasuries and cash (but excluding the value of the settlement
      contracts and the income distribution agreement), held by the Up-MACRO Holding
      Trust on each day (the " **Up-MACRO
      Asset Amount** ")
      and
      (i) a rate of 160 basis points (one basis point equals 0.01%) per annum until
      the second anniversary of the formation of the Up-MACRO Holding Trust and (ii)
      a
      rate of 150 basis points per annum thereafter.


9





All
      operating expenses of the Up-MACRO Tradeable Trust are paid by the Up-MACRO
      Holding Trust. Because the Up-MACRO Tradeable Trust invests solely in the shares
      of the Up-MACRO Holding Trust, its investments are subject to the operating
      expenses charged by the Up-MACRO Holding Trust.





C1.
            Related
                Party Expenses and Waivers





If
      actual
      operating expenses incurred by the Up-MACRO Holding Trust and the Up-MACRO
      Tradeable Trust exceed the applicable fee deduction annual rate of 160 or 150
      basis points, MacroMarkets LLC and MACRO Financial, LLC have agreed to waive
      all
      or a portion of their respective fees. If, after the waiver, a shortfall
      remains, the Depositor will assume these expenses. To the extent there is a
      surplus, the Depositor is entitled to the excess.





During
      the third quarter Claymore Securities, Inc. made all investment decisions for
      the Up-MACRO Holding Trust and beginning October 1, 2007 the investment
      decisions will be made by MacroMarkets LLC. Pursuant to the Up-MACRO Holding
      Trust Agreement, the Up-MACRO Holding Trust pays MacroMarkets LLC a fee that
      accrues daily at an annualized rate of 0.35% of the Up-MACRO Asset Amount for
      acting as the Administrative Agent. The fees for the three-months ended
      September 30, 2007 were $18,589 and for the nine-months ended September 30,
      2007
      were $57,983, all of which were waived.





The
      Up-MACRO Holding Trust pays (a) MacroMarkets LLC, in addition, (i) a licensing
      fee for the use of its intellectual property related to the patented MACROs
      structure, which accrues daily at an annualized rate of 0.10% on the Up-MACRO
      Asset Amount, (ii) a structuring fee for structuring the product, which accrues
      at an annualized rate of 0.20% on the Up-MACRO Asset Amount and pays (b) MACRO
      Financial, LLC, an affiliate of MacroMarkets LLC, a marketing fee for acting
      as
      an additional Marketing Agent for the trust, which accrues daily at an
      annualized rate of 0.10% of the Up-MACRO Asset Amount. The MacroMarkets LLC
      and
      MACRO Financial, LLC fees for acting in these capacities for the three-months
      ended September 30, 2007 were $21,244 and for the nine-months ended September
      30, 2007 were $66,266, all of which were waived by MacroMarkets LLC and MACRO
      Financial, LLC. Through September 30, 2007, a shortfall remained after these
      fee
      waivers. As a result, the Depositor assumed this expense shortfall.





C2.
            Trustee
                Fees





Pursuant
      to the Declaration of Up-MACRO Holding Trust, the Trustee receives a fee with
      respect to the services for the Up-MACRO Holding Trust an amount equal to the
      product of a per annum rate of 0.08% and the Up-MACRO Asset Amount on such
      day.
      During the Reporting Period, a minimum Trustee fee was allocated to the Up-MACRO
      Holding Trust. Trustees fees for the three-months ended September 30, 2007
      were
      $106,564 and for the nine-months ended September 30, 2007 were $239,030. In
      addition, the Trustee receives a fee of $2,000 directly from the Authorized
      Participants in connection with each paired issuance or paired optional
      redemption.





State
      Street Bank and Trust Company, a Massachusetts trust company, as the successor
      to Investors Bank & Trust Company, is the " **Custodian** "
      of the
      Trust assets on behalf of the Up-MACRO Holding Trust.





D.
            Distributions





The
      Trustee of the Up-MACRO Holding Trust will make quarterly and final
      distributions to each person who was a " **Registered
      Owner,** "
      which
      is the depository or nominee thereof in which name the Up-MACRO Holding Shares
      are registered, on the record date that preceded such distribution date. The
      quarterly and final distributions will be made after all expenses of the
      Up-MACRO Holding Trust have been paid. The amount of the quarterly distributions
      may consist of interest and other income received on the debt securities issued
      by the U.S. government and repos, income received by the Up-MACRO Holding Trust
      under the Income Distribution Agreement, and all paid-in interest associated
      with any paired issuances. For the quarters ended September 30, 2007, June
      30,
      2007 and March 31, 2007, the distributions were approximately $0.4577, $0.5230,
      and $0.4992 ($0.1526, $0.1743, and $0.1664 per share, respectively, after giving
      effect to the share split described in Note J. For the period ended December
      31,
      2006, the distribution was approximately $0.1627 ($0.0542 per share after giving
      effect to the share split described in Note J.)


10





E.
            Share
                Transactions





For
      the
      nine-months ended September 30, 2007, 250,000 of the Up-Macro Holding Trust
      shares were created at the value of the equity attributable to such units of
      $15,832,226, with an underlying value of $14,667,000. The Up-MACRO Holding
      Trust
      receives, for each share issued, cash equal to the Starting Level ($60) and
      the
      equalization amount. The increase/decrease in the contractual value of the
      settlement contracts resulting from creations results in the net increase in
      net
      assets per share on creations being equal to underlying value per share on
      the
      date of issuance. Similarly, the increase/decrease in the fair value of the
      settlement contracts from creations results in the net increase in net assets
      from creations for financial reporting purposes being equal to equity
      attributable to such shares on the date of issuance. Accordingly, such
      increase/decrease in fair value is included as part of the
      contributions/redemptions in the Statement of changes in Shareholders' Equity.
      For the nine-months ended September 30, 2007, 450,000 of Up-MACRO Holding Trust
      shares were redeemed at the value of the equity attributable to such shares
      of
      $27,775,409 with an underlying value of $25,448,500.





F.
            Indemnifications





Under
      the
      Up-MACRO Holding Trust's organizational documents, the Depositor, the Trustee,
      NYMEX and MacroMarkets LLC are indemnified by the Up-MACRO Holding Trust against
      any liability or expense that any of them may incur in connection with the
      service and licensing agreements into which they entered with the Up-MACRO
      Holding Trust that is not the result of gross negligence, bad faith, willful
      misconduct or reckless disregard on their part. The Up-MACRO Holding Trust's
      maximum exposure under these indemnification arrangements (as set forth in
      their
      respective trust agreements and certain licensing agreements) is unknown and
      dependent upon future claims that may be made against the Up-MACRO Holding
      Trust
      based on events that have not yet occurred. However, the Up-MACRO Holding Trust
      expects the risk of loss to be remote.





G.
            New
                Accounting Pronouncements





On
      September 15, 2006, the Financial Accounting Standards Board (FASB) issued
      Statement of Financial Accounting Standards No. 157, "Fair Value Measurements"
      (" **SFAS
      No. 157** "). 
      SFAS No. 157 defines fair value, establishes a framework for measuring fair
      value in accordance with generally accepted accounting principles and expands
      disclosure about fair value measurements.  SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007.  The Depositor of the
      Up-MACRO Holding Trust is currently evaluating the impact the adoption of SFAS
      No. 157 will have on the Up-MACRO Holding Trust's financial statement
      disclosures.





On
      June
      18, 2007, the American Institute of Certified Public Accountants' (AICPA)
      Accounting Standards Executive Committee (AcSEC) issued Statement of Position
      (SOP) 07-1, "Clarification of the Scope of the Audit and Accounting Guide"
      Investment Companies and "Accounting by Parent Companies and Equity Method
      Investors for Investments in Investment Companies." The SOP provides guidance
      for determining whether an entity is within the scope of the AICPA Audit and
      Accounting Guide for Investment Companies (the Guide). For those entities that
      are investment companies under the SOP, it also addresses whether the
      specialized industry accounting principles of the Guide should be retained
      by a
      parent company in consolidation or by an investor that has the ability to
      exercise significant influence over the investment company and applies the
      equity method of accounting to its investment in the entity (referred to as
      an
      equity method investor). In addition, the SOP includes certain disclosure
      requirements for parent companies and equity method investors in investment
      companies that retain Investment Company accounting in the parent company's
      consolidated financial statements or the financial statements of an equity
      method investor. SOP 07-1 is effective for fiscal years beginning on or after
      December 15, 2007. The Depositor of the Up-MACRO Holding Trust is currently
      evaluating the scope of SOP 07-1 and the impact it will have on the Up-MACRO
      Holding Trust's financial statement disclosures.


11





H.
            Concentration
                Risk





The
      Up-MACRO Holding Trust's performance at underlying value is determined by the
      daily Closing Price of NYMEX light sweet crude oil futures contracts. Therefore,
      the primary risk of loss to the Up-MACRO Holding Trust comes from fluctuations
      in the Closing Price of crude oil futures contracts. The maximum price level
      of
      crude oil futures for which the Up-MACRO Holding Trust can deliver investment
      returns at underlying value corresponding to the price of such crude oil futures
      is equal to twice the Starting Level. (Conversely, the minimum price level
      of
      crude oil futures for which the Down-MACRO Holding Trust can deliver inverse
      investment returns at underlying value corresponding to the price of such crude
      oil futures is equal to twice the Starting Level $120.) Also, the Up-MACRO
      Holding Trust is exposed to possible indemnification obligations, as described
      above. An additional risk comes from interest rate fluctuations, which affects
      the total amount of income earned by the Paired Holding Trusts. In addition,
      State Street Bank and Trust Company holds 100% of the cash and cash equivalents
      on deposit. There are risks in terms of exposure to State Street Bank and Trust
      Company in that the Up-MACRO Holding Trust may potentially lose all or a portion
      the cash that is held at State Street Bank and Trust Company.





I.
            Termination
                of the Trust





The
      Up-MACRO Holding Trust will be terminated in December of 2026. On such date,
      the
      holders of any Up-MACRO Holding Shares which remain outstanding will receive
      the
      net assets of the Up-MACRO Holding Trust after the settlement and termination
      of
      all outstanding Settlement Contracts in the same manner as such contracts would
      be settled and terminated in connection with any Paired Optional Redemption.
      The
      Income Distribution Agreement will also be terminated on this date, but no
      settlement obligations will be due thereunder.





Additional
      termination events of the Up-MACRO Holding Trust consist of (i) any event in
      which any of the Paired Holding Trusts or the Tradeable Trusts (collectively,
      the " **MACRO**  **Trusts** ")
      become
      insolvent or bankrupt; (ii) any of the MACRO Trusts become required to register
      as "investment companies" under the Investment Company Act of 1940, as amended;
      (iii) the MACRO Trusts are prohibited from using, or NYMEX or the applicable
      substitute oil price provider does not establish, a settlement price for light
      sweet crude oil futures or the applicable substitute reference oil price for
      five consecutive New York Business Days and no other substitute oil benchmark
      is
      identified and approved by the shareholders and/or the Depositor is unable
      to
      negotiate a licensing arrangement with any such substitute oil price provider;
      (iv) the Closing Price falls to only 15% of its Starting Level (at which Closing
      Price the Up-MACRO Holding Trust would be entitled to retain only 15% of its
      own
      assets under the Settlement Contracts) or the Closing Price rises to a level
      that is equal to 185% of its Starting Level (at which Closing Price the Up-MACRO
      Holding Trust would be entitled to receive all but 15% of the Down-MACRO Holding
      Trust's assets); and (v) the reduction of the funds on deposit in either of
      the
      Paired Holding Trusts to an amount below $10 million; and (vi) the amount of
      cash and U.S. government securities on deposit in the Up-MACRO Holding Trust
      or
      the Down-MACRO Holding Trust is reduced to $50 million or less after previously
      reaching an amount equal to $200 million or more, or the failure on the part
      of
      the Paired Holding Trusts to each hold cash and U.S. government securities
      in an
      amount equal to at least $200 million after six months or more have elapsed
      since the commencement of operations and the Depositor elects to terminate
      the
      Paired Holding Trusts. As of May 29, 2007, six months had elapsed since the
      commencement of operations of the Paired Holding Trusts and they held
      approximately $48.3 million of cash and government securities. Therefore,
      because the Paired Holding Trusts did not each hold cash and U.S. government
      securities in an amount equal to at least $200 million, after six months had
      elapsed since the Closing Date, the Depositor has the right, for so long as
      such
      $200 million threshold has not been reached, to terminate each of the Paired
      Holding Trusts. However, the Depositor currently has no intention of terminating
      the Paired Holding Trusts.


12





In
      the
      case of each of these termination events, including the event described in
      clause (iv) above, the Settlement Contracts would settle on the next
      distribution date on the basis of the Closing Price on the last New York
      Business Day that preceded that distribution date, which may be different from
      the Closing Price at the time when the termination event occurred.





J.
            Subsequent
                Event





On
      October 2, 2007, the Depositor announced a three-for-one split of the
      MACROshares Oil Up Holding Shares (formerly known as the Claymore MACROshares
      Oil Up Holding Shares). Each shareholder of record at the close of business
      on
      October 19, 2007 received two additional shares for every one share held on
      the
      record date. The payable date for the additional shares was October 22, 2007.
      Trading began on a split adjusted basis on October 23, 2007. The total number
      of
      authorized shares remains unlimited and the associated par value was reduced
      from $60 to $20 by this action. The share split requires retroactive restatement
      of all historical per share data in all financial statements filed subsequent
      to
      October 22, 2007. All references to the number of shares outstanding,
      contributed and redeemed in the Financial Statements and Notes to the Financial
      Statements have not been retroactively adjusted to give effect to the share
      split. The net income per share and weighted average shares outstanding
      disclosed in the Statement of Operations and the per share distribution amounts
      disclosed in the Statement of Changes in Shareholders’ Equity have been restated
      to give effect to the share split.








13




**Item
                2****.**
            **Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations**





*The
      following discussion and analysis should be read in conjunction with the
      financial statements and accompanying notes filed as part of this
      report.*





**INTRODUCTION**





***Overview
      of the Trust's Structure***





The
      assets of the Up-MACRO holding trust consist of an income distribution agreement
      and settlement contracts entered into with the Down-MACRO holding trust. The
      Up-MACRO holding trust also holds U.S. Treasuries and repurchase agreements
      on
      U.S. Treasuries to secure its obligations under the income distribution
      agreement and the settlement contracts. The Up-MACRO holding trust makes
      quarterly distributions of its net income and a final distribution of all assets
      it holds on deposit on the final scheduled termination date, an early
      termination date or a redemption date. Each quarterly and final distribution
      will take into consideration the settlement price of NYMEX light sweet crude
      oil
      futures contract of a designated maturity, as established and reported by NYMEX
      on each price determination day (such price, the " **Applicable
      Reference Price of Crude Oil**").
      The
      starting level for the Applicable Reference Price of Crude Oil for purposes
      of
      distributions on the Up-MACRO tradeable shares is $60.00. The obligations under
      the settlement contracts on the final scheduled termination date, an early
      termination date or a redemption date are determined based on the Applicable
      Reference Price of Crude Oil on the last preceding price determination day
      and
      the percentage change of such price from the starting level.





The
      Up-MACRO holding trust issues and offers Up-MACRO holding shares on a continuous
      basis at their underlying value. Each new issuance is made at the request of
      authorized participants in the form of MACRO units consisting of pairs of 50,000
      Up-MACRO holding shares and 50,000 Down-MACRO holding shares contemporaneously
      issued by the Down-MACRO holding trust.





The
      Up-MACRO holding trust distributes quarterly to its shareholders the net income
      from the Treasuries it holds on deposit during such quarter plus or minus,
      in
      accordance with the income distribution agreement, amount received from or
      paid
      to, as applicable, the Down-MACRO holding trust. Final distributions are made
      to
      shareholders on the earlier of the final scheduled termination date and an
      early
      termination date. Up-MACRO holding shares may be exchanged at any time by
      authorized participants for the Up-MACRO tradeable shares on a one-to-one basis
      in minimum lots of 50,000 shares.





***Daily
      Reporting***





The
      American Stock Exchange or the " AMEX"
      acts as
      a calculation agent for the Up-MACRO holding trust, the Up-MACRO tradeable
      trust, the Down-MACRO holding trust and the Down-MACRO tradeable trust.
      Throughout each price determination day (as defined in the prospectus), from
      the
      opening of trading on NYMEX to the close of trading of the tradeable shares
      on
      the AMEX, the AMEX calculates and posts every fifteen seconds to the
      consolidated tape and on its website located at http://www.amex.com/amextrader,
      immediately following each transmission from NYMEX of the current market price
      of the light sweet crude oil futures contract of the designated maturity, an
      indicative per share underlying value of one Up-MACRO holding share and one
      Up-MACRO tradeable share. At the end of each price determination day, the AMEX
      also calculates the premium or discount of the midpoint of the bid/offer for
      the
      Up-MACRO tradeable shares on the AMEX to the per share underlying value of
      those
      shares for such price determination day that is calculated and provided to
      the
      AMEX by the trustee.


14





***Per-Share
      Underlying Value of MACRO Holding Shares Relative***


***to
      the Applicable Reference Price of Crude Oil***





For
      the
      period from July 1, 2007 to September 30, 2007, the per-share underlying value
      of the Up-MACRO holding shares tracked the Applicable Reference Price of Crude
      Oil by an average daily price differential of $0.23 (0.31% of the trust's
      underlying value). The differential ranged from approximately $0.01 to
      approximately $0.46 and increased throughout the period leading up to the
      ex-dividend date of September 26, 2007, at which time the differential between
      the per-share underlying value of the Up-MACRO holding shares and the Applicable
      Reference Price of Crude Oil reverted to approximately $0.01. Exhibit 1a
      illustrates the differential between the per-share underlying value of the
      Up-MACRO holding shares and the Applicable Reference Price of Crude Oil for
      the
      period from July 1, 2007 to September 30, 2007.





Exhibit
      1a











The
      differential between the per-share underlying value of the Up-MACRO holding
      shares and the Applicable Reference Price of Crude Oil can be attributed to
      accrued interest on Treasuries held by the Up-MACRO Holding Trust, after
      accruing for the fees and expenses incurred by the Up-MACRO holding trust.
      Exhibit 1b compares the per-share underlying value of the Up-MACRO holding
      shares relative to the Applicable Reference Price of Crude Oil for the period
      from July 1, 2007 to September 30, 2007.


15


Exhibit
      1b











For
      the
      period July 1, 2007 to September 30, 2007, the per-share underlying value of
      the
      Down-MACRO holding shares tracked the inverse of the Applicable Reference Price
      of Crude Oil by an average daily price differential of $0.14 (0.31% of the
      trust's underlying value). The differential ranged from approximately $0.01
      to
      approximately $0.28 and increased throughout the period leading up to the
      ex-dividend date of September 26, 2007, at which time the differential between
      the per-share underlying value of the Down-MACRO holding shares and the inverse
      of the Applicable Reference Price of Crude Oil reverted to approximately $0.01.
      Exhibit 1c illustrates the differential between the per-share underlying value
      of the Down-MACRO holding shares and the inverse of the Applicable Reference
      Price of Crude Oil for the period from July 1, 2007 to September 30,
      2007.


16


Exhibit
      1c











The
      differential between the per-share underlying value of the Down-MACRO holding
      shares and the inverse of the Applicable Reference Price of Crude Oil can be
      attributed to accrued interest on Treasuries held by the Down-MACRO holding
      trust, after accruing for the fees and expenses incurred by the Down-MACRO
      holding trust. Exhibit 1d compares the per-share underlying value of the
      Down-MACRO holding shares relative to the Applicable Reference Price of Crude
      Oil for the period from July 1, 2007 to September 30, 2007.


17


Exhibit
      1d











The
      Up-MACRO holding shares are not listed on any securities exchange or public
      trading market. The Up-MACRO holding shares may only be held by qualified
      institutional buyers (as defined in Rule 144A under the Securities Act),
      authorized participants (as defined in the prospectus), and the Up-MACRO
      tradeable trust.





As
      of
      September 30, 2007, all of the outstanding Up-MACRO holding shares are held
      by
      the Up-MACRO tradeable trust. Because there is no established public trading
      market for the Up-MACRO holding shares, high and low sales prices and bid
      information are unavailable. The following table sets forth, for the period
      indicated, the high and low per share underlying values (as defined in the
      prospectus) for the Up-MACRO holding shares.





**Three
                Months Ended September 30, 2007**
            
            High
            
            LowThird
                Quarter (beginning July 1, 2007)
            
            $82.89
                ($27.63*)
            
            $69.61
                ($23.20*)


*After
      giving effect to the share split described in Note J to the Financial
      Statements.





**Review
      of Financial Results**





Results
      of Operations





On
      November 29, 2006, the Up-MACRO holding trust established its starting level
      at
      $60.00 per share and issued 200,000 shares to the initial authorized purchaser,
      KV Execution Services LLC, in exchange for $12,000,000 in cash. Such shares
      were
      issued at their initial underlying value of $62.45 per share. Since this date,
      the Up-MACRO holding trust's underlying value grew from approximately
      $12,500,000 at November 29, 2006, to approximately $28,591,500 at September
      30,
      2007 due to 600,000 shares (12 units) being created and 450,000 shares (9 units)
      being redeemed during the period. Each
      unit
      consists of 50,000 shares. During the three months period ended September 30,
      2007 no creations or redemptions of shares were made.


18





*Liquidity*





On
      October 1, 2007 the Board of Directors for Macro Securities Depositor declared
      a
      three for one stock split on both the Up and Down MACROshares trusts. The Board
      took this action based upon market feedback from investors and the Authorized
      Participants. These key comments were that the share price was expensive
      compared to competitive products and the creation and redemption unit sizes
      were
      out of line for the current specialist environment. The Board hopes that the
      increase in the number of shares outstanding and the lower share price will
      increase market liquidity in the products.





*Cash
      Flows From Operations*





**For
                the Nine Months Ended September 30, 2007****Cash
                flows from operating activities:**Net
                income
            
            $
            3,581,611Adjustments
                to reconcile net income to net cash used in operating
                activities:Net
                unrealized appreciation on settlement contracts and income distribution
                agreement
            
            
            (3,521,445
            )Settlement
                payments in excess of realized gains on settlementcontracts
                and income distribution agreement
            
            
            (1,189,500
            )Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            6,277Operating
                expenses payable
            
            
            2,323Net
                cash used in operating activities
            
            
            (1,120,734
            )**Cash
                flows from financing activities:**Contributions
            
            
            15,034,545Redemptions
            
            
            (25,448,500
            )Distributions
            
            
            (493,020
            )Increase
                in Distribution payable to shareholders
            
            
            70,696Net
                cash used in financing activities
            
            
            (10,836,279
            )Net
                decrease in cash and cash equivalents
            
            
            (11,957,013
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            21,161,787





*Valuation
      method of the Settlement Contracts and the Income Distribution Agreement*





For
      the
      purpose of financial reporting, the settlement contracts and income distribution
      agreement constitute derivative contracts. Accordingly, these derivative
      contracts are recorded in the financial statements at fair value, as determined
      by the Administrative Agent. As there is no market for these derivative
      contracts, and no such market is expected to develop, the Administrative Agent
      determines the fair value of these derivative contracts by reference to various
      inputs. These inputs include the contractual amount due to or from the other
      trust, applicable market indices, and the prices of transactions in Up-MACRO
      Tradeable Shares on the American Stock Exchange. For most of the reporting
      period, the fair value of these derivative contracts more closely followed
      the
      18-month NYMEX futures contract as opposed to their contractual value. At period
      end, the Administrative Agent determined, based upon various inputs the most
      significant of which was transactions for the Up-MACRO Tradeable Shares in
      the
      open market, that fair valuation for these derivative contracts was more
      appropriately based upon the 18-month NYMEX futures contract.


19





As
      a
      result, the per share value on September 30, 2007, for financial reporting
      purposes, based upon the fair valuation determination of the Administrative
      Agent, was $74.16 ($24.72 per share after giving effect to the share split
      described in Note J to the Financial Statements). The per share Underlying
      Value
      for the same day was $81.69 ($27.23 per share after giving effect to the share
      split described in Note J to the Financial Statements. The Administrative Agent
      will continue to evaluate the fair value of these derivative contracts for
      each
      financial reporting period.





*Off-Balance
      Sheet Arrangements*





The
      Up-MACRO holding trust is not a party to any off-balance sheet
      arrangements.





**Item
                3****.**
            **Quantitative
                and Qualitative Disclosures about Market Risk******





The
      Trust
      Agreement does not authorize the trustee to borrow for payment of the Up-MACRO
      holding trust's ordinary expenses. The Up-MACRO holding trust does not engage
      in
      transactions in foreign currencies which could expose it or its shareholders
      to
      any foreign currency related market risk. The Up-MACRO holding trust does not
      invest in any derivative financial instruments (other than the income
      distribution agreement and the settlement contracts) and has no foreign
      operations or long-term debt instruments.





**Item
                4****.**
            **Controls
                and Procedures**





The
      Depositor maintains disclosure controls and procedures that are designed to
      ensure that information required to be disclosed in the Up-MACRO holding trust's
      Exchange Act reports is recorded, processed, summarized and reported within
      the
      time periods specified in the Securities and Exchange Commission's rules and
      forms, and that such information is accumulated and communicated to the Chief
      Executive Officer and the Chief Financial Officer of the Depositor, and to
      the
      audit committee of MacroMarkets LLC which have been authorized by its Board
      to
      oversee the financial reporting of the Up-MACRO holding trust to allow timely
      decisions regarding required disclosure.





Under
      the
      supervision and with the participation of the Chief Executive Officer and the
      Chief Financial Officer of the Depositor, the Depositor conducted an evaluation
      of the Up-MACRO holding trust's disclosure controls and procedures, as defined
      under Exchange Act Rule 13a-15(e). Based on this evaluation, the Chief Executive
      Officer and the Chief Financial Officer of the Depositor concluded that, as
      of
      September 30, 2007, the Up-MACRO holding trust's disclosure controls and
      procedures were effective.





There
      was
      no change in the Up-MACRO holding trust's internal controls over financial
      reporting that occurred during the Up-MACRO holding trust's most recently
      completed fiscal quarter ended September 30, 2007 that has materially affected,
      or is reasonably likely to materially affect, these internal
      controls.


20





**PART
                II.**
            **OTHER
                INFORMATION**





**Item
                1****.**
            **Legal
                Proceedings**





None.





**Item
                1A****.**
            **Risk
                Factors**





There
      have been no material changes in the risk factors since last disclosed under
      Part I, Item 1A, in our Annual Report on Form 10-K for the period ended December
      31, 2006. However, additional disclosure language has been added to the
      prospectus regarding premium and discounts when the futures market experiences
      increased contango and backwardation in their pricing.





**Item
                2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**





The
      Up-MACRO holding shares are offered on a continuous basis pursuant to the
      Up-MACRO holding trust and tradeable trust registration statement (Registration
      No. 333-116566). The proceeds from the sale of the Up-MACRO holding shares
      are
      invested, on each Distribution Date, in U.S. government securities that are
      scheduled to mature not later than the immediately following Distribution Date
      and over-night repurchase agreements fully collateralized by U.S. government
      securities.





The
      information contained in Part I, Item 2 under Review of Financial Results,
      Results of Operations, is hereby incorporated by reference.





*Dividend*





On
      September 26, 2007, the trustee declared a dividend of $0.457691 per Up-MACRO
      holding share ($0.152564 per share after giving effect to the share split
      described in Note J to the Financial Statements), which together with the
      dividends declared by the trustee on June 27, 2007, March 28, 2007 and December
      27, 2006, accumulates to a total dividend since inception in the amount of
      $1.6426 ($0.5475 per share after giving effect to the share split described
      in
      Note J to the Financial Statements) to shareholders.





*Issuer
      Purchase of Equity Securities*





The
      Up-MACRO holding trust does not purchase shares directly from its shareholders.
      However, in connection with Paired Optional Redemptions (as defined in the
      prospectus), the Up-MACRO holding trust may redeem Up-MACRO holding shares
      (as
      part of the Paired Optional Redemption of MACRO units consisting of 50,000
      Up-MACRO holding shares and 50,000 Down-MACRO holding shares; the Down-MACRO
      holding shares included in such MACRO units would be contemporaneously redeemed
      by the Down-MACRO holding trust). From January 1, 2007 to September 30, 2007,
      9
      units (450,000 shares) were redeemed.


21





**Item
                3.**
            **Defaults
                Upon Senior Securities**





None.





**Item
                4****.**
            **Submission
                of Matters to a Vote of Security Holders**





None.





**Item
                5.**
            **Other
                Information******





None.





**Item
                6.**
            **Exhibits**





**Exhibit**
              **Number**
            
            **Description**—
            
            MACROshares
                Oil Up Holding Shares and MACROshares Oil Up Tradeable shares prospectus,
                dated as of November 9, 2007*31.1
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200231.2
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                200232.2
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                2002





___________________________


*****
            **Denotes
                a document that was previously filed as part of the Registration
                Statement
                of the MACROshares Oil Up Holding Trust and the MACROshares Oil Up
                Tradeable Trust, File No. 333-116566.**








22




**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 in the
      capacities indicated thereunto duly authorized.






MACRO
      SECURITIES DEPOSITOR, LLC,


Depositor
      for the MACROshares


Oil
      Up
      Holding Trust











/s/
      Samuel Masucci,
      III


Samuel
      Masucci, III


On
      behalf
      of the Depositor


and
      as
      Chief Executive Officer











/s/
      John
      A.
      Flanagan


John
      A.
      Flanagan


On
      behalf
      of the Depositor


and
      as
      Chief Financial Officer




Date:
      November 14, 2007