**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** **March
      31, 2008**




**or**





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


**SECURITIES
      EXCHANGE ACT OF 1934**





Commission
      File Number of Issuing Entity: 333-135120-01




**MACROshares
      Oil Down Holding Trust**


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





Commission
      File Number of Depositor: 333-135120




**MACRO
      SECURITIES DEPOSITOR, LLC**


(Exact
      name of depositor as specified in its charter)





**New
                York**
            
            **20-5568687**(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
            Smaller
                reporting
              company ̈
            x(Do
                not check if a smallerreporting
                company)





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 Down Holding shares outstanding as of March 31, 2008:
      4,250,000




**DOCUMENTS
      INCORPORATED BY REFERENCE:** **Prospectus
      of MACROshares Oil Down Holding Shares and MACROshares Oil Down Tradeable
      Shares, dated as of May 8, 2008, file no. 333-135120.**










**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
            1Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            14Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            24Item
                4.
            Controls
                and Procedures
            24PART
                II.
            OTHER
                INFORMATION
            24Item
                1.
            Legal
                Proceedings
            24Item
                1A.
            Risk
                Factors
            24Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            24Item
                3.
            Defaults
                Upon Senior Securities
            25Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            25Item
                5.
            Other
                Information
            25Item
                6.
            Exhibits
            25




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




ii


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




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




**MACROshares
      Oil Down Holding Trust**


**Statements
      of Financial Condition** **(Unaudited)**




**March
                31,2008**
            
            **December
                31, 2007****Assets**Cash
                and cash equivalents
            
            $
            79,309,575
            
            $
            30,262,629Receivable
                for:Shares
                sold
            
            
            5,999,445
            
            
            -Interest
            
            
            9,866
            
            
            9,647Total
                assets
            
            $
            85,318,886
            
            $
            30,272,276**Liabilities
                and Shareholders’ Equity**Settlement
                contracts and income distribution agreement
              with
                the Up-MACRO Holding Trust
            
            $
            37,523,525
            
            $
            15,020,152Operating
                expenses payable
            
            
            128,344
            
            
            111,975Distributions
                payable to shareholders
            
            
            73,849
            
            
            77,161Total
                liabilities
            
            
            37,725,718
            
            
            15,209,288**Shareholders’
                Equity**Equity
                attributable to Down-MACRO Holding Shares,
              $20
                par value, unlimited amount authorized, 4,250,000
              and
                1,500,000 issued and outstanding at March 31, 2008
              and
                December 31, 2007, respectively
            
            
            47,593,168
            
            
            15,062,988Total
                Shareholders’ Equity
            
            
            47,593,168
            
            
            15,062,988Total
                Liabilities and Shareholders’ Equity
            
            $
            85,318,886
            
            $
            30,272,276




*See
      notes to the unaudited financial statements*


1




**MACROshares
      Oil Down Holding Trust** ****


**Statements
      of Operations (Unaudited)**





**For
                the Three Months Ended**
              **March
                31, 2008**
            
            **For
                the Three Months Ended**
              **March
                31, 2007****Investment
                Income**Interest
            
            $
            234,952
            
            $
            302,250Total
                investment income
            
            
            234,952
            
            
            302,250**Expenses**Operating
                expenses
            
            
            173,029
            
            
            96,892Net
                investment income
            
            
            61,923
            
            
            205,358**Realized
                and Unrealized Gain (Loss)**Net
                unrealized appreciation (depreciation) on settlement
              contracts
                and income distribution agreement
            
            
            4,142,470
            
            
            (2,260,136
            )Net
                realized gain (loss) on settlement
              contracts
                and income distribution agreement
            
            
            (75,782
            )
            
            880,000Net
                realized and unrealized gain (loss)
            
            
            4,066,688
            
            
            (1,380,136
            )Net
                income (loss)
            
            $
            4,128,611
            
            $
            (1,174,778
            )Net
                income (loss) per share - See Note E
            
            $
            1.94
            
            $
            (0.99
            )Weighted
                average shares outstanding - See Note E
            
            
            2,131,319
            
            
            1,188,291




*See
      notes to the unaudited financial statements*


2




**MACROshares
      Oil Down Holding Trust**


**Statement
      of Changes in Shareholders' Equity (Unaudited)**




**For
                the Three Months Ended**
              **March
                31, 2008**
            
            **For
                the Three Months Ended**
              **March
                31, 2007****Shareholders’
                Equity, beginning of period**
            
            $
            15,062,988
            
            $
            31,223,033Contributions
            
            
            28,475,418
            
            
            9,286,993Distributions
                - $0.0187 (2008) and $0.1753 (2007) per share
            
            
            (73,849
            )
            
            (157,771
            )Redemptions
            
            
            -
            
            
            (23,975,958
            )Net
                income
            
            
            4,128,611
            
            
            (1,174,778
            )**Shareholders’
                Equity, end of period**
            
            $
            47,593,168
            
            $
            15,201,519Share
                Activity**Shares
                outstanding, beginning of period**
            
            
            1,500,000
            
            
            550,000Contributions
            
            
            2,750,000
            
            
            150,000Redemptions
            
            
            -
            
            
            (400,000
            )**Shares
                outstanding, end of period**
            
            
            4,250,000
            
            
            300,000




*See
      notes to the unaudited financial statements*


3




**MACROshares
      Oil Down Holding Trust** ****


**Statement
      of Cash Flows (Unaudited)**




**For
                the Three Months Ended**
              **March
                31, 2008**
            
            **For
                the Three Months Ended**
              **March
                31, 2007****Cash
                flows from operating activities:**Net
                income (loss)
            
            $
            4,128,611
            
            $
            (1,174,778
            )Adjustments
                to reconcile net income (loss) to net cash
              provided
                by operating activities:Net
                unrealized depreciation (appreciation) on settlement
              contracts
                and income distribution agreement
            
            
            (4,142,470
            )
            
            3,042,549Settlement
                payments in excess of realized gain on
              settlement
                contracts and income distribution agreement
            
            
            5,246
            
            
            -Increase
                (decrease) in operating assets and liabilities:Interest
                receivable
            
            
            (219
            )
            
            10,187Operating
                expenses payable
            
            
            16,369
            
            
            89,073Net
                cash (used in) provided by operations
            
            
            2,291
            
            
            1,967,031**Cash
                flows from financing activities:**Contributions
            
            
            49,121,816
            
            
            9,286,993Redemptions
            
            
            -
            
            
            (26,014,000
            )Distributions
            
            
            (77,161
            )
            
            (81,860
            )Net
                cash (used in) provided by financing activities
            
            
            49,044,655
            
            
            (16,808,867
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            49,046,946
            
            
            (14,841,836
            )Cash
                and cash equivalents, beginning of year
            
            
            30,262,629
            
            
            33,118,800Cash
                and cash equivalents, end of year
            
            $
            79,309,575
            
            $
            18,276,964




*See
      notes to the unaudited financial statements*





4




**MACRO** **shares
      Oil Down Holding Trust**


**NOTES
      TO THE UNAUDITED FINANCIAL STATEMENTS**


**as
      of March 31, 2008**




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 Down Tradeable Trust
      (the " **Down-MACRO
      Tradeable Trust** " ),
      the
      Claymore MACROshares Oil Up Tradeable Trust (the " **Up-MACRO
      Tradeable Trust** " ),
      the
      Claymore MACROshares Oil Down Holding Trust (the " **Down-MACRO
      Holding Trust** "
      or **“the
      Trust”** )
      and the
      Claymore MACROshares Oil Up Holding Trust (the " **Up-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
      Down-MACRO Holding Shares, effective August 17, 2007, with MACRO Financial,
      LLC,
      which was acting as an additional marketing agent for the Down-MACRO Holding
      Shares, assuming all of Claymore Securities, Inc.’s duties as Marketing Agent
      and (B) resigned as the Administrative Agent for the Down-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 Down Holding Trust and Claymore MACROshares
      Oil Down Holding Shares were renamed the “MACROshares Oil Down Holding Trust”
and the “MACROshares Oil Down 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
      Down-MACRO Holding Shares, dated as of October 1, 2007, and entered into among
      the Trustee, MacroMarkets LLC, as Administrative Agent, MACRO Securities
      Depositor, as Depositor and MACRO Financial, LLC, as Marketing Agent. (See
      Note
      J)





The
      Down-MACRO Holding Trust and the Up-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 1, 2007. Operations of the Down-MACRO Holding
      Trust and Down-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 " **Down-MACRO
      Holding Shares** "
      and
      " **Up-MACRO
      Holding Shares** "
      and,
      collectively, as " **Paired
      Holding Shares** ")
      in
      minimum aggregations called " **MACRO
      Units,** "
      each of
      which consists of 50,000 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding
      Shares. The objective of the Paired Holding Trusts is, in the case of the
      Down-MACRO Holding Trust, to provide investors with investment returns that
      correspond inversely 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 Up-MACRO Holding Trust, to provide investors with investment
      returns that correspond 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 Down-MACRO Tradeable Trust and the Down-MACRO Holding Trust and specify
      the
      terms of the shares issued by the Down-MACRO Tradeable Trust (the " **Down-MACRO
      Tradeable Shares** " )
      and the
      Down-MACRO Holding Shares, respectively. The Down-MACRO Tradeable Trust issues
      the Down-MACRO Tradeable Shares on a continuous basis in exchange for deposits
      of Down-MACRO Holding Shares. Down-MACRO Tradeable Shares are only issued or
      exchanged for the underlying Down-MACRO Holding Shares in connection with the
      deposit of Down-MACRO Holding Shares into the Down-MACRO Tradeable Trust or
      the
      withdrawal of Down-MACRO Holding Shares from the Down-MACRO Tradeable Trust.
      One
      Down-MACRO Tradeable Share is issued for each Down-MACRO Holding Share deposited
      into the Down-MACRO Tradeable Trust. The per share " **underlying
      value** "
      of one
      Down-MACRO Tradeable Share is always equal to the underlying value of one
      Down-MACRO Holding Share. The underlying value of the Down-MACRO Holding Trust's
      shares represents that portion of the proceeds of the assets of the Down-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 Down-MACRO Holding Trust were to make
      a
      final distribution on the Down-MACRO Holding Shares. The Down-MACRO Tradeable
      Trust would pass through such final distribution to holders of Down-MACRO
      Tradeable Shares. The underlying value per share of the Down-MACRO Holding
      Trust
      at March 31, 2008 was $6.14 and at December 31, 2007 was $8.01. Paired Holding
      Shares are only created and redeemed, and Down-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
      Down-MACRO Tradeable Share represents an undivided beneficial interest in the
      pool of Down-MACRO Holding Shares deposited in the Down-MACRO Tradeable Trust.
      Issuances and redemptions of Down-MACRO Holding 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** " )
      which
      may differ from underlying value.





5


The
      assets of the Down-MACRO Tradeable Trust consist solely of the Down-MACRO
      Holding Shares on deposit from time to time therein. The Down-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 Down-MACRO Tradeable Shares may diverge
      from
      the closing per share underlying value of the Down-MACRO Tradeable Trust. Based
      on market demand the Down-MACRO Tradeable Shares may trade at a premium or
      a
      discount to their per share underlying value.





The
      assets of the Down-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 Down-MACRO Holding Trust is entitled to receive from, or is
      required to make to, the Up-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 11th 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 11th
      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 17th day of each
      month).





For
      purposes of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, as defined in the Down-MACRO Holding Trust Agreement,
      each
      Settlement Contract is valued on each New York Business Day at 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 Down-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.





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, net of expenses. Under the Income
      Distribution Agreement, the Down-MACRO Holding Trust is obligated to pay a
      portion of its income to the Up-MACRO Holding Trust or entitled to receive
      a
      portion of the Up-MACRO Holding Trust's income, based on the percentage change
      of the Closing Price and the Starting Level on each day of the calendar quarter
      between distribution dates. The Down-MACRO Holding Trust's daily income for
      the
      purposes of determining underlying value recorded under the Income Distribution
      Agreement reflects either an asset receivable due 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 Down-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 Up-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.





6


If
      the Up-MACRO Holding Trust has no available income on any distribution date,
      then it will not make any payment under the Income Distribution Agreement that
      it may otherwise have been required to make to the Down-MACRO Holding Trust.
      Similarly, if on any distribution date the proceeds of the treasuries in the
      Down-MACRO Holding Trust minus its fee deduction amount are equal to or less
      than the Down-MACRO aggregate par amount, then the Down-MACRO Holding Trust
      will
      not have any available income and it will not make any payment under the Income
      Distribution Agreement that it may otherwise have been required to make to
      the
      Up-MACRO Holding Trust on that distribution date. If either of the paired
      holding trusts fails to make a payment under the Income Distribution Agreement
      on any distribution date because it does not have any available income, that
      trust will not be required to make up that payment on any subsequent
      distribution date, even if it has funds available to do so.




If
      on any distribution date the Up-MACRO Holding Trust does not have any available
      income and does not receive any available income from the Down-MACRO Holding
      Trust, it will not make any quarterly distribution to its shareholders on that
      distribution date.





From
      March 18, 2008 through March 31, 2008 market interest rates on securities
      permitted to be owned by the Trust declined below the fee deduction amount
      charged by the Trust. Accordingly, the ability of the Trust to make future
      distributions to investors will be affected, and possibly deferred, until such
      time as market interest rates exceed the fee deduction amount .





B.
            Significant
                Accounting Policies





The
      following is a summary of the significant accounting policies that are
      consistently followed by the Down-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 periods presented
      in
      the accompanying financial statements (the " **Reporting
      Periods** " ).
      Actual
      results could differ from those estimates.





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





The
      Down-MACRO Holding Trust invests in debt securities issued by the U.S.
      government and repurchase agreements (or " **repo** s")
      collateralized by U.S. government securities, which have, in each case,
      remaining maturities or terms of less than ninety (90) days. The Down-MACRO
      Holding Trust may enter into repurchase agreements with banks and broker-dealers
      whereby the Down-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 Down-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 Down-MACRO Holding Trust may be delayed or limited. The U.S.
      government securities and repos are valued at amortized cost, which approximates
      market value.





7


**The
      Settlement Contracts**





Upon
      each
      issuance of Down-MACRO Holding Shares as part of a MACRO Unit in a Paired
      Subsequent Issuance, the Down-MACRO Holding Trust enters into a new Settlement
      Contract with the Up-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 Down-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 Up-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 Up-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 Down-MACRO Holding Shares depends upon the settlement
      payment that the Down-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 Down-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 Down-MACRO Holding Trust under the Settlement
      Contract. If the Closing Price exceeds its Starting Level, a liability is
      recorded as being due to the Up-MACRO Holding Trust under the Settlement
      Contracts. If the Closing Price is less than its Starting Level, an asset
      receivable from the Up-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 Down-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 Down-MACRO Holding Trust as of
      March 31, 2008 and December 31, 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.





**Income
      Distribution Agreement**





Under
      the
      Income Distribution Agreement with the Up-MACRO Holding Trust, the Down-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 Up-MACRO Holding
      Trust
      or (2) entitled to receive all or a portion of the Up-MACRO Holding Trust's
      income, after the Up-MACRO Holding Trust has deducted a fixed number of basis
      points for the 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 Down-MACRO Holding Trust records a payment obligation
      payable to the Up-MACRO Holding Trust under the Income Distribution Agreement
      as
      a liability payable for that day. If the Closing Price is less than its Starting
      Level on any New York Business Day, the Down-MACRO Holding Trust records an
      asset receivable from the Up-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 Down-MACRO Holding Trust
      are netted in order to determine whether it will make a payment to, or be
      entitled to receive a payment from, the Up-MACRO Holding Trust on the quarterly
      distribution date, prior to distributing its income to its
      shareholders.





8


For
      the
      purpose of financial reporting, the Income Distribution Agreement constitutes
      a
      derivative contract. Accordingly, the Income Distribution Agreement is recorded
      in the financial statements at fair value, as determined by the Administrative
      Agent. As there is no market for the Income Distribution Agreement, and no
      such
      market is expected to develop, the Administrative Agent determines the fair
      value of the Income Distribution Agreement 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 Agreement 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 Agreement existed,
      and
      the differences could be material. The fair value of the Income Distribution
      Agreement held by the Down-MACRO Holding Trust as of March 31, 2008 and December
      31, 2007 for financial reporting purposes was different from the value used
      to
      determine underlying value, as defined previously.





**Fair
      Value**





The
      Down-MACRO Holding Trust adopted Financial Accounting Standards Board Statement
      of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157"),
      effective January 1, 2008. In accordance with FAS 157, fair value is defined
      as
      the price that the Down-MACRO Holding Trust would receive upon selling the
      settlement contracts and income distribution agreement in a timely transaction
      to an independent buyer in the principal or most advantageous market of the
      investment. FAS 157 established a three-tier hierarchy to maximize the use
      of
      observable market data and minimize the use of unobservable inputs and to
      establish classification of fair value measurements for disclosure purposes.
      The
      three-tier hierarchy of inputs is summarized in the three broad Levels listed
      below.





·
            Level
                1 - quoted prices in active markets for identical
                investments


·
            Level
                2 - other significant observable inputs (including quoted prices
                for
                similar investments, interest rates, prepayment speeds, credit risk,
                etc.)


·
            Level
                3 - significant unobservable inputs (including the Down-MACRO Holding
                Trust’s own assumptions in determining the fair value of
                investments)





The
      following is a summary of the inputs used as of March 31, 2008 in valuing the
      Down-MACRO Holding Trust’s settlement contracts and income distribution
      agreement carried at value:





Level
                1 - Quoted Prices
            
            $
            -Level
                2 - Other Significant Observable Inputs
            
            
            37,523,525Level
                3 - Significant Unobservable Inputs
            
            
            -**Total**
            
            $
            37,523,525





**Federal
      Income Taxes**


The
      Down-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





9


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





Operating
      expenses are deducted daily from the income earned by the Down-MACRO Holding
      Trust (and, if income is insufficient during any quarter, from the assets of
      the
      Down-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 Down-MACRO Holding
      Trust on each day (the " **Down-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 Down-MACRO Holding Trust and (ii)
      a
      rate of 150 basis points per annum thereafter.





C1.
            Related
                Party Expenses and Waivers





If
      actual
      operating expenses incurred by the Down-MACRO Holding Trust and the Down-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 period from January 1, 2007 through September 30, 2007, Claymore Securities,
      Inc. made all investment decisions for the Down-MACRO Holding Trust and
      beginning October 1, 2007 the investment decisions were made by MacroMarkets
      LLC. Pursuant to the Down-MACRO Holding Trust Agreement, the Down-MACRO Holding
      Trust pays MacroMarkets LLC (Claymore Securities, Inc. through September 30,
      2007) a fee that accrues daily at an annualized rate of 0.35% of the Down-MACRO
      Asset Amount for acting as the Administrative Agent. The fees for the three
      months ended March 31, 2008 and 2007 were $37,158 and $21,195, respectively,
      of
      which $27,227 and $21,195 were waived.





The
      Down-MACRO Holding Trust pays (a) MacroMarkets LLC (i) in addition, 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 Down-MACRO
      Asset Amount, (ii) a structuring fee for structuring the product, which accrues
      at an annualized rate of 0.20% on the Down-MACRO Asset Amount and pays (b)
      MACRO
      Financial, LLC, an affiliate of MacroMarkets LLC, a marketing fee for acting
      as
      Marketing Agent for the trust, which accrues daily at an annualized rate of
      0.10% of the Down-MACRO Asset Amount. Prior to August 17, 2007, Claymore
      Securities, Inc. also acted as marketing agent for the Trusts. The MacroMarkets
      LLC and MACRO Financial, LLC fees for acting in these capacities for the three
      months ended March 31, 2008 was $42,485, all of which were waived. The Claymore
      Securities, Inc. fees for acting in its capacity as administrative agent and
      marketing agent for the Trust for the three months ended March 31, 2007 was
      $24,223, which was also waived.





C2.
            Trustee
                Fees




Pursuant
      to the Declaration of Down-MACRO Holding Trust, the Trustee receives a fee
      with
      respect to the services for the Down-MACRO Holding Trust an amount equal to
      the
      product of a per annum rate of 0.08% and the Down-MACRO Asset Amount on such
      day. During the Reporting Period, a minimum Trustee fee was charged to the
      Down-MACRO Holding Trust. Trustee fees for the three months ended March 31,
      2008
      and 2007 were $55,508 and $56,753, respectively. 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 State Street Bank and Trust Company, is the " **Custodian** " of the
      Trust assets on behalf of the Down-MACRO Holding Trust.





D.
            Distributions





The
      Trustee of the Down-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 Down-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
      Down-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
      Down-MACRO Holding Trust under the Income Distribution Agreement, and all
      paid-in interest associated with any paired issuances. For the three months
      ended March 31, 2008 and 2007, the distributions were approximately $0.0187
      and
      $0.1753 per share (after giving affect to the share split, described at Note
      E),
      respectively.





10


E.
            Share
                Transactions




On
      October 2, 2007, the Depositor announced a three-for-one split of the
      MACROshares Oil Down 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. All references to the number of shares
      outstanding, contributed and redeemed in the Financial Statements and Notes
      to
      the Financial Statements for the three months ended March 31, 2007 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 Statements of
      Operations and the per share distribution amounts disclosed in the Statements
      of
      Changes in Shareholders’ Equity for the three months ended March 31, 2007 have
      been restated to give effect to the share split.





For
      the
      three months ended March 31, 2008 and 2007, 2,750,000 and 150,000, respectively,
      of the Down-Macro Holding Trust shares were created with the value of equity
      attributable to such shares at $28,475,418 and $9,286,993 with an underlying
      value of $13,654,959 and $9,909,000, respectively. The Down-MACRO Holding Trust
      receives, for each share issued, cash equal to the par value ($20 and $60,
      respectively) 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 and income
      distribution agreement 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 three months ended March 31, 2007, 400,000 of Down-MACRO Holding Trust
      shares were redeemed at the value of equity attributable to such shares of
      $23,975,958 with an underlying value of $26,014,000. There were no redemptions
      for the three months ended March 31, 2008.





F.
            Indemnifications




Under
      the
      Down-MACRO Holding Trust's trust agreement and the Authorized Participant
      Agreement, the Depositor, the Trustee, NYMEX, the Authorized Participant and
      MacroMarkets LLC are indemnified by the Down-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 Down-MACRO Holding
      Trust that is not the result of gross negligence, bad faith, willful misconduct
      or reckless disregard on their part. The Down-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 Down-MACRO Holding
      Trust based on events that have not yet occurred. However, the Down-MACRO
      Holding Trust expects the risk of loss to be remote.




G.
            Recent
                Accounting Pronouncements





In
      March 2008, Statement of Financial Accounting Standards No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities* (SFAS
      161), was issued and is effective for fiscal years beginning after November
      15,
      2008. SFAS 161 requires enhanced disclosures to provide information about the
      reasons the Trusts invest in derivative instruments, the accounting treatment
      and the affect derivatives have on financial performance. Management is
      currently evaluating the impact the adoption of SFAS 161 will have on the
      Trust's financial statement disclosures.





H.
            Concentration
                Risk




11


The
      Down-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 Down-MACRO Holding Trust comes from fluctuations
      in the Closing Price of crude oil futures contracts. The minimum price level
      of
      crude oil futures for which the Down-MACRO Holding Trust can deliver investment
      returns at underlying value corresponding inversely to the change in price
      of
      such crude oil futures is equal to $0.00. (Conversely, 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 change in price of such crude
      oil futures is equal to twice the starting value of $60, or $120). Also, the
      Down-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 Down-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
      Down-MACRO Holding Trust was scheduled to be terminated in December of 2026.
      On
      such date, the holders of any Down-MACRO Holding Shares which remain outstanding
      will receive the net assets of the Down-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 Down-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 Down-MACRO Holding Trust would be entitled to receive all but 15%
      of
      the Up-MACRO Holding Trust's assets) or the Closing Price rises to a level
      that
      is equal to 185% of its Starting Level (at which Closing Price the Down-MACRO
      Holding Trust would be entitled to retain only 15% of its own assets under
      the
      Settlement Contracts); (v) the reduction of the funds on deposit in either
      of
      the Paired Holding Trusts to an amount below $10 million U.S. dollars; 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.





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
                Events





On
      April
      16, 2008, a termination trigger occurred under the trust agreements for the
      Paired Holding Trusts and the related Tradeable Trusts. Pursuant to Section
      11.1
      (a)(ii) of the trust agreement for the Down-MACRO Holding Shares and the trust
      agreement for the Down-MACRO Tradeable Shares, a termination trigger will occur
      if the Applicable Reference Price of Crude Oil rises to or above $111.00 or
      falls to or below $9.00, and, in either case, the Applicable Reference Price
      of
      Crude Oil remains at that level for three (3) consecutive Price Determination
      Days. The NYMEX light sweet crude oil futures contract for June closed at
      $114.36 on Wednesday, April 16 th at 2:30
      pm. This marked the third consecutive Price Determination Date that the
      Applicable Reference Price of Crude Oil closed at or above $111.00. A “Price
      Determination Date” is any day on which the Applicable Reference Price of Crude
      Oil is established based upon trading of the NYMEX light crude oil futures
      contract by open outcry on the facilities of NYMEX.





12


The
      trust
      agreements provide that, following the occurrence of a termination trigger,
      the
      next scheduled distribution date will be an “Early Termination Date” on which
      all outstanding Down-MACRO Holding Shares and Down-MACRO Tradeable Shares will
      be redeemed at their Per Share Underlying Value on the last Price Determination
      Date preceding such Early Termination Date.





The
      next
      scheduled distribution date for the Down-MACRO Holding Shares and the Down-MACRO
      Tradeable Shares is June 26, 2008, which will be the Early Termination Date.
      The
      last day of trading for the Down-MACRO Tradeable Shares on AMEX will be June
      25,
      2008.





On
      July
      3, 2008, a final distribution will be made on the Down-MACRO Holding and
      Tradeable Shares to the holders of record of those shares as of June 30, 2008.
      This final distribution will be equal to the Per Share Underlying Value of
      the
      Down-MACRO Holding and Tradeable Shares as of the last Price Determination
      Date
      preceding the Early Termination Date. The last Price Determination Date will
      be
      June 25, 2008.





Authorized
      Participants may continue to direct paired issuance and paired optional
      redemptions of MacroShares until June 25, 2008.




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 Down-MACRO Holding Trust consist of an income distribution
      agreement and settlement contracts entered into with the Up-MACRO Holding Trust.
      The Down-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 Down-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 contracts of a designated maturity, as established
      and
      reported by NYMEX on each price determination day. The starting level for the
      Applicable Reference Price of Crude Oil for purposes of distributions on the
      Down-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
      Down-MACRO Holding Trust issues and offers Down-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 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding Shares
      contemporaneously issued by the Up-MACRO Holding Trust.





The
      Down-MACRO Holding Trust distributes quarterly to its shareholders the income
      from government securities and overnight repurchase agreements (“Treasuries”) it
      holds on deposit during such quarter less the fee deduction amount, plus or
      minus, in accordance with the income distribution agreement, the amount received
      from or paid to, as applicable, the Up-MACRO Holding Trust. Final distributions
      are made to shareholders on the earlier of the final scheduled termination
      date
      or an early termination date. Down-MACRO Holding Shares may be exchanged at
      any
      time by authorized participants for the Down-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
      Down-MACRO Holding Trust, the Down-MACRO Tradeable Trust, the Up-MACRO Holding
      Trust and the Up-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
      Down-MACRO Holding Share and one Down-MACRO Tradeable Share. At the end of
      each
      price determination day, the AMEX also calculates the premium or discount of
      the
      mid-point of the bid/offer for the Down-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




The
      following table sets forth, for the period indicated, the high and low per
      share
      underlying values (as defined in the prospectus) for the Down-MACRO Holding
      Shares.




Three
                Months Ended March 31, 2008
            
            High
            
            LowFirst
                Quarter (beginning January 1, 2008)
            
            $
            11.01
            
            $
            3.24




***Per-Share
      Underlying Value of MACRO Tradeable Shares Relative to the Applicable Reference
      Price of Crude Oil*** **and the Market Price**





*Tracking
      UCR and DCR Benchmark NYMEX Oil Futures Contract* .


MacroShares
      seek to passively manage a portfolio of Treasuries and overnight repurchase
      agreements (“Treasuries”) such that changes in the average daily underlying
      value, on a dollar basis, closely track changes in the average daily price
      of
      the Benchmark NYMEX
      Designated Oil Futures Contract (“Benchmark”) .
      Due to
      the paired security structure, Up-MACRO (“UCR”) seeks to deliver the positive
      performance of the Benchmark, and Down-MACRO (“DCR”) seeks to deliver the
      inverse performance of the Benchmark against the original benchmark issuance
      price of $60.00 per barrel. There is no active management of futures contracts
      or any other derivative contract in any component of the returns.





The
      Treasury portfolio is managed such that the portfolio must mature to cash prior
      to the quarterly distribution date. The daily change in the underlying value
      is
      equal to one third of the daily price increase of the Benchmark plus accrued
      net
      income from the Treasuries. To demonstrate, if the one day price change in
      the
      Benchmark is equal to one dollar, UCR’s underlying value is expected to increase
      by thirty three cents plus the net interest earned on the Treasuries. The net
      income on the increase is also allocated to UCR from the DCR trust when the
      designated Benchmark price is above $60.00 per barrel. Likewise, the underlying
      value of DCR, as defined within the prospectus, is expected to reflect a decline
      in value, equal to thirty three cents and the net income earned on the
      Treasuries plus or minus the amount allocated to or from UCR.





MACRO
      Securities Depositor, LLC amended and restated the trust agreement to provide
      for a three-for-one share split of the Up-MACRO Holding Shares by issuing two
      additional Up-MACRO Holding Shares for each existing share to each person who
      was a shareholder of record as of October 19, 2007, thereby reducing the par
      amount of each Up-MACRO Holding Share from $60 to $20. The share split resulted
      in changing the relationship between the shares and a barrel of oil such that
      now the change in underlying value of three shares of UCR is expected to equal
      the benchmark future positive performance of one barrel of oil above $60.00
      dollars per barrel and 3 shares of DCR is expected to equal the inverse
      benchmark future performance of oil above $60.00 dollars per
      barrel.





For
      benchmark oil prices below $60.00 per barrel, the underlying value of 3 shares
      of UCR would be expected to decline approximately $1.00 in value for each $1.00
      decline in the benchmark future oil price. An example of this process would
      be
      shown as follows:





Day
      one
      of the trusts (pre share split):





UCR
      =$60.00 per share


DCR
      =$60.00 per share





Initial
      par value of one pair of shares = $60.00 + $60.00 or $120.00 per set of paired
      shares





Post
      Share Split Example;





UCR=
      $60.00/3 or $20.00 per share


DCR=
      $60.00/3 or $20.00 per share





Initial
      par value of one pair of shares = $20.00+ $20.00 or $40.00 per set of paired
      shares





MACRO
      Financial, LLC, the marketing agent, continues to dedicate resources to
      educating investors about the new product structure of the paired Up-MACRO
      Tradeable shares and Down-MACRO Tradeable Shares (“MacroShares”). Certain
      critics, who we believe have not committed sufficient effort to understanding
      the MacroShares prospectus or discussing the product with MACRO Financial,
      LLC
      personnel, continue to want to compare MacroShares to ETFs. These bloggers
      attempted to explain the performance of MacroShares using the performance
      attributes of ETFs. However, no ETF is created in pairs and no ETF attempts
      to
      deliver the performance without supporting their performance by holding the
      underlying securities contained within the benchmark. Additionally, MacroShares
      do not and can not change the underlying market dynamics of the benchmark.
      Therefore, contango and backwardation in the NYMEX light sweet crude oil future
      contracts (“oil”) may be reflected in the performance of UCR and DCR in the form
      of premiums and discounts. Any futures market in contango represents the
      expectation of higher prices for the commodity into the future just as a premium
      reflects the willingness of investors to buy at a higher price today for
      performance they expect to receive at a future date. A commodities futures
      market in backwardation represents the expectation of lower prices in the future
      and thus the discount in UCR may reflect the expected lower future value of
      oil. "In
      addition, as the benchmark oil price moves from the Starting Level, the maximum
      potential of UCR and DCR for future appreciation and depreciation will change
      accordingly. If the benchmark oil price rises above the Starting Level, UCR's
      maximum potential future appreciation will decline, and maximum potential future
      depreciation will increase, in proportion to the increase in the benchmark
      oil
      price. The change in the potential for future appreciation and depreciation
      may
      be an additional factor could result in the market prices of UCR and DCR
      reflecting a premium or a discount to underlying value, and the magnitude of
      the
      impact on the premium or discount may vary with the magnitude of the difference
      between the benchmark oil price and the Starting Level.





15


The
        paired nature of the MacroShares’ creation and redemption process indicates
        that if the Up-MACRO shares are trading at a premium the Down-MACRO shares
        should trade at a discount in order to preserve the combined underlying value
        of
        the paired shares and the creation/redemption relationship to each other.
        Likewise, if the Up-MACRO shares are trading at a discount, the Down-MACRO
        shares must trade at a premium in order to preserve the combined underlying
        value and the creation/redemption relationship to each other. As noted below,
        trading activity in the shares to date  has,
        in fact, conformed to this expectation, with only minor deviations.


Potential
      investors in MacroShares should understand that MacroShares are a new class
      of
      products and that the performance attributes of the benchmark asset’s market
      will be reflected in the performance of the passively managed MacroShares.





For
      the
      three months ended March 31, 2008 and 2007, DCR paid, on a share split adjusted
      basis, $0.0187 and $0.1753 per share distributions, respectively. The
      distribution yield for DCR for the three months ended March 31, 2008 and 2007
      was equivalent to 1.22 and 3.88 percent (on an annualized basis) on the
      underlying value of $6.14 and $18.05 per share, respectively.


16


Exhibit
      1a








The
      difference in UCR’s underlying value and the Benchmark was due to the accrued
      interest of the Treasuries less trust expenses. The objective of UCR is for
      its
      underlying value to track the designated Benchmark and to pay accrued interest
      less fees once a quarter. This goal was achieved with an accurate tracking
      of
      .999. (See Exhibit 1b).





Exhibit
      1b








As
      mentioned, the underlying value of DCR tracks the inverse price performance
      of
      the Benchmark plus the net income from the Treasuries less any daily income
      distribution obligations to the UCR trust. Since DCR trust assets are fully
      funded at $20.00 per share, plus net income less any obligations due under
      the
      income distribution agreement and settlement agreement, the underlying value
      per
      share should approximately decrease by thirty-three cents for every dollar
      increase in the oil Benchmark above $60.00 per barrel. For example, if the
      Benchmark NYMEX Designated Oil Futures Contract (“Benchmark”) increases by
      one dollar in a given day, DCR will accrue interest on the Treasuries and will
      owe thirty-three cents per share of additional performance to the UCR trust and
      the interest earned under the income distribution agreement on the change of
      performance for the day after expenses. Since each paired holding share unit
      is
      created with a value equal to 50,000 shares of Up-MACRO Holding Shares at $20.00
      plus the accrued net income and 50,000 shares of Down-MACRO Holding Shares
      at
      $20.00 plus accrued net income, the holding shares are deposited into the
      tradeable trust and the Authorized Participant receives 50,000 shares of UCR
      and
      50,000 shares of DCR at the underlying value with a combined value of $40.00
      per
      share plus accrued net income. (see Exhibit 1c)





17


Exhibit
      1c








For
      the
      three months ended March 31, 2008, DCR’s underlying value tracked the Benchmark
      within a price differential of $0.02 (0.31% of DCR’s average daily underlying
      value). This average is made up of a daily range of $.00 to $.02 ascending
      up to
      the quarter-end ex dividend date of March 27, 2008, at which date the difference
      resets. (See Exhibit 1d).





18


Exhibit
      1d








This
      difference in DCR’s underlying value and the Benchmark is due to the accrued
      interest of the Treasuries less expenses and the net impact of the income
      distribution and settlement contract agreements and the volatility in yield
      on
      the Treasury collateral during this quarter. For the three months ended March
      31, 2008 and 2007 DCR paid miscellaneous income of $0.0187 and $0.1753 (share
      split adjusted) per share, respectively. The distribution yield for DCR for
      the
      three months ended March 31, 2008 and 2007 was equivalent to approximately
      1.2%
      and 3.9% on an annualized basis on the underlying value of $6.14 and $18.05
      (share split adjusted) per share, respectively.





The
      mix
      of UCR and DCR investors has grown from mostly institutional investors at the
      launch to a significant proportion of retail investors looking to achieve
      long-term exposure to commodities, obtain a hedge against a portfolio of oil
      company stocks, or to express a directional view on oil prices. The secondary
      market for UCR and DCR reflected the daily changes in the combined underlying
      values and the expectations of investors in regards to the long-term price
      expectations implied by the oil futures curve. The oil futures curve changed
      significantly throughout 2007 as the market went from a steep contango during
      the first half of the year to a steep backwardation during the second half
      of
      the year. The oil market continued into 2008 in backwardation and remained
      in
      backwardation throughout the first quarter of 2008. This market change caused
      a
      noticeable impact on UCR and DCR premiums and discounts during this time period
      from March 31, 2007 until March 31, 2008, UCR went from a maximum premium of
      16.65% when the oil futures curve was in contango to a maximum discount of
      21.79% when the oil futures curve was in backwardation.





The
      premiums and discount were even more significant in DCR as the market value
      of
      DCR declined as oil prices rallied during 2007 and the daily price changes
      increased as a percent of the price of DCR causing increased price volatility.
      The maximum discount for DCR, when the futures curve was in contango, was 19.18%
      while in the second half of the year the maximum premium for DCR, when the
      market was in backwardation, went to 95.62%. Although the premiums and discounts
      in UCR and DCR on a paired basis were generally equal and offsetting in dollar
      terms the percentages of change were not always equal because the securities
      each had different dollar values in the market.





The
      excess premium or discount on the combined value of DCR and UCR, where
      applicable, represented an average of 45 basis points throughout the
      period.





Due
      to
      the paired structure design and the scheduled twenty year term of MacroShares,
      supply and demand of UCR and DCR determine a portion of the pricing mix between
      the two products. Currently arbitrageurs in UCR and DCR trade at various points
      along the Oil futures curves as the premiums and discounts in UCR and DCR offer
      trading opportunities on the NYMEX. UCR and its’ ability to deliver long-term
      oil price returns at a later date than that of the current Benchmark is used
      in
      futures arbitrage transactions and DCR is often used by retail investors as
      part
      of their long-term hedge against a decline in the market price of oil company
      stocks or as an expression of their views on future oil prices.





19


Creation
      and/or redemptions must occur for both UCR and DCR as one unit, accordingly,
      the
      underlying value of UCR and DCR including accrued interest equals the aggregate
      creation/redemption amount plus the additional Trustee creation/redemption
      fees
      of $2,000 per transaction which is not part of the underlying value calculation.
      For the three months ended March 31, 2008, the paired market values tracked
      the
      paired underlying values within 25 basis points. Day to day the differences
      were
      varied, but collectively over the period were in line with competitive products
      through all of the various Oil cycles.





For
      the
      period beginning with the launch of UCR and DCR and ending on March 31,
      2008,  UCR’s
      daily exchange price change exhibited a 0.769% correlation to the underlying
      value changes in UCR. The average daily market price for the period of UCR,
      was
      $28.15. The average daily price of UCR’s underlying value was $32.60 for the
      quarter. UCR ran an average daily dollar discount of $4.46 or 13.57% of
      underlying value on a daily average price and reflected the continued
      backwardation in the oil futures curve wihc reflected declining prices for
      the
      future value of oil. During the first two quarters, when the NYMEX futures
      curve
      was in contango, UCR traded at a premium to the Benchmark. This premium
      corresponded to the premium charged in the underlying NYMEX oil futures curve
      as
      the market looks further out in time. As prices moved higher the NYMEX oil
      futures curved moved to a steep backwardation and UCR’s market price began to
      trade at a discount to its underlying value. This discount continued for the
      remainder of the year as shown on Exhibit 2a. Exhibit 2a shows the price
      performance of the market price of UCR versus the UCR underlying value. Also
      included in the chart are the Benchmark NYMEX Designated Oil Futures Contract
      on
      the date shown, and the one year forward NYMEX Oil Futures Contract as of the
      date shown. (See Exhibit 2a)








Exhibit
      2a








For
      the
      three months ended March 31, 2008, DCR’s daily exchange price change had a 74.1%
      correlation to the underlying value. The average market price of DCR was $12.10.
      DCR’s average daily underlying value was $7.46. For the three months ended March
      31, 2008 DCR, traded at an average daily dollar premium of $4.64 which was
      73.12% above its underlying value. DCR’s underlying value tracked the inverse
      price performance of the Benchmark NYMEX Designated Oil Futures Contract.





20




Exhibit
      2b








For
      the
      three months ended March 31, 2008, DCR was priced at a premium to its underlying
      value. The premium increased in DCR as the backwardation in the futures market
      increased and the underlying value of DCR declined. DCR reached a maximum
      premium of 181.40% on March 14, 2008 when the discount on UCR was at
      14.88%.  Investors
      should note that on this date, in dollar terms, the discount on UCR was $5.48
      per share and the premium on DCR was $5.95 for a net difference of $0.47. This
      excess premium over the actual paired value of $40.10 was equal to 1.172% of
      their combined underlying value.





In
      summary, the anticipated performance of UCR and DCR, as measured by changes
      in
      underlying value, as defined within the UCR and DCR prospectuses, has been
      achieved by the trusts. The combined market performance of the paired UCR and
      DCR generally tracked the performance of the Benchmark for the three months
      ended March 31, 2008. MACRO Financial, LLC continues to educate investors on
      the
      MacroShares product structure and the performance investors received from the
      product during the various cycle changes occurring on the NYMEX oil futures
      curve. This education effort resulted in UCR and DCR combined increased asset
      levels during the three months ended March 31, 2008, an increase in daily
      trading volume and an increase in the number of beneficial owners over the
      course of the three months ended March 31, 2008.





The
      overall product objectives of MacroMarkets continues to be the expansion of
      risk
      management tools and investment products that provide investors diverse
      long-term exposures to assets with desirable risk/return characteristics and
      lower correlations to equities, debt and cash. Investors, in addition to other
      available market information, may consider the trading information and
      performance results data discussed above as well as that achieved during 2007,
      the first full year of trading under several major Oil market cycles, to enhance
      portfolio diversification and to increase their risk management tools. The
      expansion of risk management tools will be achieved through the continued
      development of enhanced passive product structures with clear investment
      objectives during 2008.


21




**Review
      of Financial Results**





Results
      of Operations





On
      November 29, 2006, the Down-MACRO holding trust established its starting level
      at $60.00 per share and issued 200,000 shares to the initial authorized
      purchaser, in exchange for $12,000,000 in cash. Such shares were issued at
      their
      initial underlying value of $57.55 per share. In October 2007, the trust’s
      shares were split three for one. At December 31, 2007, the Down-MACRO holding
      trust’s underlying value was approximately $15,000,000.





During
      the three month period ended March 31, 2008, the Down-MACRO holding trust's
      underlying value grew to approximately $47,600,000 due primarily to 2,750,000
      shares (55 units) being created. There were no shares redeemed during the period
      from January 1, 2008 to March 31, 2008. Each unit consists of 50,000 shares.
      In
      addition, the Down-MACRO holding trust’s underlying value at March 31, 2008 was
      $11.20 a share as compared to $10.04 a share at December 31, 2007. The increase
      in underlying value from December 31, 2007 of $1.16 a share results primarily
      from an increase in the per share fair value of the settlement contract and
      the
      income distribution agreement with the Up-MACRO holding trust, which more than
      offset an increase in the Applicable Reference Price of Crude Oil during the
      period.





During
      the three month period ended March 31, 2007, on a split adjusted basis, 9
      creations and 24 redemptions of shares were made.





The
      Trust
      generated net investment income of approximately $62,000 during the quarter
      ended March 31, 2008 as a result of its investment in U.S. Treasury obligations
      and repurchase agreements





During
      the quarter ended March 31, 2008, the Applicable Reference Price of Oil
      increased from $95.98 at the beginning of the quarter to $101.58 at March 31,
      2008. The per share valuation of the settlement contracts and the income
      distribution agreement increased from $10.04 at the beginning of the quarter
      to
      $11.20 at March 31, 2008. The increase in the per share valuation of the
      settlement contracts and the income distribution agreement coincided with the
      increase in the Applicable Reference Price of Oil and was primarily the result
      of the March 31, 2008 market valuation of the Down-MACRO Tradeable Shares
      reflecting a larger percentage premium to the Applicable Reference Price of
      Oil
      than was the case at December 31, 2007. As a result, the Trust generated
      approximately $4,142,000 of net unrealized gains on the settlement contracts
      and
      the income distribution agreement





During
      the quarter ended March 31, 2007, the net investment income of the Trust and
      the
      net realized and unrealized loss on the settlement contracts and the income
      distribution agreement were approximately $205,000 and $1,380,000,
      respectively.





*Liquidity*





On
      October 1, 2007 the Board of Directors for Macro Securities Depositor declared
      a
      three for one share 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 share split increased
      the number of shares outstanding in the market, increased the secondary market
      trading volume, reduced the bid offer spread for executions and resulted in
      lower share prices for investors. Subsequently, the number of shares outstanding
      did increase for the three months ended March 31, 2008 and increased the market
      liquidity in the products.


22


Cash
      Flows From Operations


**For
                the Three Months Ended**
              **March
                31, 2008**
            
            **For
                the Three Months Ended**
              **March
                31, 2007****Cash
                flows from operating activities:**Net
                income (loss)
            
            $
            4,128,611
            
            $
            (1,174,778
            )Adjustments
                to reconcile net income (loss) to net cash
              provided
                by operating activities:Net
                unrealized depreciation (appreciation) on settlement
              contracts
                and income distribution agreement
            
            
            (4,142,470
            )
            
            3,042,549Settlement
                payments in excess of realized gain on
              settlement
                contracts and income distribution agreement
            
            
            5,246
            
            
            -Increase
                (decrease) in operating assets and liabilities:Interest
                receivable
            
            
            (219
            )
            
            10,187Operating
                expenses payable
            
            
            16,369
            
            
            89,073Net
                cash (used in) provided by operations
            
            
            2,291
            
            
            1,967,031**Cash
                flows from financing activities:**Contributions
            
            
            49,121,816
            
            
            9,286,993Redemptions
            
            
            -
            
            
            (26,014,000
            )Distributions
            
            
            (77,161
            )
            
            (81,860
            )Net
                cash (used in) provided by financing activities
            
            
            49,044,655
            
            
            (16,808,867
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            49,046,946
            
            
            (14,841,836
            )Cash
                and cash equivalents, beginning of year
            
            
            30,262,629
            
            
            33,118,800Cash
                and cash equivalents, end of year
            
            $
            79,309,575
            
            $
            18,276,964




*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 Down-MACRO
      Tradeable Shares on the American Stock Exchange. Throughout the three months
      ended March 31, 2008, the Administrative Agent determined, based upon various
      inputs the most significant of which was transactions for the Down-MACRO
      Tradeable Shares in the open market, that fair valuation for these derivative
      contracts was more appropriately based upon prices of transactions in Down-MACRO
      Tradeable Shares.





At
      March
      31, 2007 fair valuation for the derivative contracts was based upon the 18-month
      NYMEX futures contract.





As
      a
      result, the per share value on March 31, 2008 and 2007, for financial reporting
      purposes, based upon the fair valuation determination of the applicable
      Administrative Agent, was $11.20 and $50.67 ($16.89 after giving effect to
      the
      share split on October 22, 2007), respectively. The per share Underlying Value
      for the same days were $6.14 and $54.15 ($18.05 after giving effect to the
      share
      split on October 22, 2007), respectively. The Administrative Agent will continue
      to evaluate the fair value of these derivative contracts for each financial
      reporting period.





23


*Off-Balance
      Sheet Arrangements*





The
      Down-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 Down-MACRO
      Holding Trust’s ordinary expenses. The Down-MACRO Holding Trust does not engage
      in transactions in foreign currencies which could expose it or any of its
      shareholders to any foreign currency related risk. The Down-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 obligations.




**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 Down-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
      resolutions adopted by its Board to oversee the financial reporting of the
      Down-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 Down-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
      March 31, 2008, the Down-MACRO Holding Trust's disclosure controls and
      procedures were effective.





There
      was
      no change in the Down-MACRO Holding Trust's internal controls over financial
      reporting that occurred during the Down-MACRO Holding Trust's most recently
      completed fiscal quarter ended March 31, 2008 that has materially affected,
      or
      is reasonably likely to materially affect, these internal controls.





**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 year ended December
      31, 2007. 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.





In
      addition, shareholders are advised that on July 3, 2008, a final distribution
      will be made on the Down-MACRO Holding and Tradeable Shares to the holders
      of
      record of those shares as of June 30, 2008. This final distribution will be
      equal to the Per Share Underlying Value of the Down-MACRO Holding and Tradeable
      Shares as of the last Price Determination Date which will be June 25, 2008.
      The
      last day of trading for the Down-MACRO Tradeable Shares on the AMEX will be
      June
      25, 2008.


24




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





The
      Down-MACRO Holding Shares are offered on a continuous basis pursuant to the
      Down-MACRO Holding Trust and Tradeable Trust registration statement
      (Registration No. 333-135120). The proceeds from the sale of the Down-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.





*Dividends*


**Declared
                on:**
            
            **Per
                share**March
                27, 2008
            
            $
            0.0187December
                27, 2007
            
            $
            0.0514September
                26, 2007
            
            $
            0.0939June
                27, 2007
            
            $
            0.1477March
                28, 2007
            
            $
            0.1753December
                27, 2006
            
            $
            0.0497


**The
      above per share dividends have been retroactively adjusted for the 3 for 1
      share
      split on October 22, 2007.*





*Issuer
      Purchase of Equity Securities*





The
      Down-MACRO Holding Trust does not purchase shares directly from its
      shareholders. However, in connection with Paired Optional Redemptions (as
      defined in the prospectus), the Down-MACRO Holding Trust may redeem Down-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 Up-MACRO Holding Shares included in such MACRO units would be
      contemporaneously redeemed by the Up-MACRO Holding Trust.) From January 1,
      2007
      to March 31, 2007, 8 units (400,000 shares) were redeemed. There were no
      redemptions during the three months ended March 31, 2008.




**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 Down Holding Shares and MACROshares Oil Down Tradeable shares
                prospectus, dated as of May 8, 2008*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 Down**  **Holding
      Trust and the**  **MACROshares
      Oil Down Tradeable Trust, File No. 333-135120.**




25




**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
      Down
      Holding Trust








/s/
      Samuel Masucci, III


Samuel
        Masucci, III


Chief
      Executive Officer of the Depositor,


on
      behalf of the Registrant






/s/
      John A. Flanagan


John
        A.
        Flanagan


Chief
      Financial Officer of
      the Depositor,


on
        behalf of the Registrant




Date:
      May
      15, 2008