**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q/A**





**T**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the quarterly period ended March 31, 2007**





**or**





**£**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





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





**Claymore
      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
      Investors Bank**


**&
      Trust Company**


**200
      Clarendon Street**


**Boston,
      MA 02116**


**(617)
      937-6700**




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




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes **T** No **£**




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Rule 12b-2 of the Exchange
      Act.




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




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




Number
      of
      Claymore MACROshares Oil Down Holding shares outstanding as of March 31, 2007:
      300,000




**DOCUMENTS
      INCORPORATED BY REFERENCE: Prospectus of Claymore MACROshares Oil Down Holding
      Shares and Claymore MACROshares Oil Down Tradeable Shares, dated as of March
      29,
      2007, file no. 333-** **135120.**





**EXPLANATORY
      NOTE**





This
      Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the
      quarterly report ended March 31, 2007, filed with the Securities and Exchange
      Commission on May 15, 2007, is being filed to correct errors contained in Item
      1
      of Part I in Statement of Cash Flows and errors contained in Item 2 of Part
      I
      under " *Review
      of Financial Results".* These
      errors occurred during the preparation of the document for electronic filing
      on
      EDGAR.




Except
      for correcting the errors noted above, no information included in the original
      10-Q is amended by this Form 10-Q/A. This Form 10-Q/A speaks only as of the
      date
      the 10-Q was originally filed, and except as noted above, we have not undertaken
      herein to amend, supplement or update any information contained in the original
      10-Q to give effect to subsequent events.







i




**FORWARD
      LOOKING STATEMENTS**




This
      Quarterly Report on Form 10-Q/A 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.




ii




**TABLE
      OF CONTENTS**




**Page**




PART
                I.
            FINANCIAL
                INFORMATION
            1Item
                1.
            Financial
                Statements
            1A.
            Organization
            6B.
            Significant
                Accounting Policies
            7C.
            Operating
                Expenses and Related Party Waivers
            10D.
            Distributions
            11E.
            Share
                Transactions
            11F.
            Indemnifications
            11G.
            New
                Accounting Pronouncements
            11H.
            Concentration
                Risk
            11I.
            Termination
                of the Trust
            12Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            13Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            19Item
                4.
            Controls
                and Procedures
            19PART
                II.
            OTHER
                INFORMATION
            19Item
                1.
            Legal
                Proceedings
            19Item
                1A.
            Risk
                Factors
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                3.
            Defaults
                Upon Senior Securities
            20Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            20Item
                5.
            Other
                Information
            20Item
                6.
            Exhibits
            20





Exhibits




Exhibit
                31.1
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                2002


Exhibit
                31.2
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                2002


Exhibit
                32.1
            Certification
                Pursuant to 18 U.S.C. Section 1350


Exhibit
                32.2
            Certification
                Pursuant to 18 U.S.C. Section 1350




iii


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




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







**Claymore
      MACROshares Oil Down Holding Trust**


**Statements
      of Financial Condition**


**March
      31, 2007 and December 31, 2006**


**(Unaudited)**





**March
                31, 2007**
            
            **December
                31, 2006****Assets**Cash
                and cash equivalents
            
            $
            18,276,964
            
            $
            33,118,800Interest
                receivable
            
            
            6,532
            
            
            16,719Total
                Assets
            
            $
            18,283,496
            
            $
            33,135,519**Liabilities
                and Shareholders’ Equity**Settlement
                contracts and income distribution agreementwith
                the Up-MACRO Holding Trust
            
            $
            2,801,557
            
            $
            1,797,050Distribution
                payable to shareholders
            
            
            157,771
            
            
            81,860Operating
                expenses payable
            
            
            122,649
            
            
            33,576Total
                Liabilities
            
            
            3,081,977
            
            
            1,912,486**Shareholders’
                Equity**Equity attributable to Down-MACRO Holding Shares, $60par value, unlimited amount authorized, 300,000 and550,000 issued and outstanding at March 31, 2007 andDecember 31, 2006, respectively
            
            
            15,201,519
            
            
            31,223,033Total
                Shareholders’ Equity
            
            
            15,201,519
            
            
            31,223,033Total
                Liabilities and Shareholders’ Equity
            
            $
            18,283,496
            
            $
            33,135,519

















*See
      notes to the unaudited financial statements*


1





**Claymore
      MACROshares Oil Down Holding Trust**


**Statement
      of Operations**


**For
      the Three Months Ended March 31, 2007 (Unaudited)**




**Investment
                Income**Interest
            
            $
            302,250Total
                investment income
            
            
            302,250**Expenses**Operating
                expenses
            
            
            96,892Net
                investment income
            
            
            205,358**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized depreciation on settlement contracts
                andincome
                distribution agreement
            
            
            (2,260,136
            )Net
                realized gain on settlement contracts and income distribution
                agreement
            
            
            880,000Net
                realized and unrealized loss
            
            
            (1,380,136
            )Net
                loss
            
            $
            (1,174,778
            )Net
                loss per share:
            
            $
            (2.97
            )Weighted
                average shares outstanding
            
            
            396,067

















*See
      notes to the unaudited financial statements*





2





**Claymore
      MACROshares Oil Down Holding Trust**


**Statements
      of Changes in Shareholders’ Equity**


**For
      the Three Months Ended March 31, 2007**


**and
      the Period Ended December 31, 2006***


**(Unaudited)**




**Down-MACRO**
            
            **Founders’****Three
                Months Ended March 31, 2007**
            
            **Holding
                Shares**
            
            **Equity**
            
            **Total****Shareholders’
                Equity, beginning of period**
            
            $
            31,223,033
            
            $
            -0-
            
            $
            31,223,033Contributions
            
            
            9,286,993
            
            
            -0-
            
            
            9,286,993Distributions
                ($0.5259 per share)
            
            
            (157,771
            )
            
            -0-
            
            
            (157,771
            )Redemptions
            
            
            (23,975,958
            )
            
            -0-
            
            
            (23,975,958
            )Net
                loss
            
            
            (1,174,778
            )
            
            -0-
            
            
            (1,174,778
            )**Shareholders’
                Equity, end of period**
            
            $
            15,201,519
            
            $
            -0-
            
            $
            15,201,519




**Period
                Ended December 31, 2006***
            
            **Down-MACRO**
            
            **Founders’****Holding
                Shares**
            
            **Equity**
            
            **Total****Shareholders’
                Equity, beginning of period**
            
            $
            -0-
            
            $
            1,000
            
            $
            1,000Contributions
            
            
            31,580,041
            
            
            -0-
            
            
            31,580,041Distributions
                ($0.1488 per share)
            
            
            (81,860
            )
            
            -0-
            
            
            (81,860
            )Redemptions
            
            
            -0-
            
            
            (1,000
            )
            
            (1,000
            )Net
                income
            
            
            (275,148
            )
            
            -0-
            
            
            (275,148
            )**Shareholders’
                Equity, end of period**
            
            $
            31,223,033
            
            $
            -0-
            
            $
            31,223,033





**Share
                Activity Three Months**
              **Ended
                March 31, 2007**
            
            **Down-MACRO**
              **Holding
                Shares**
            
            **Founders'**
              **Equity**
            
            **Total****Shares
                Outstanding, Beginning of period**
            
            
            550,000
            
            
            -0-
            
            
            550,000Contributions
            
            
            150,000
            
            
            -0-
            
            
            150,000Redemptions
            
            
            (400,000
            )
            
            -0-
            
            
            (400,000
            )**Shares
                Outstanding, End of period**
            
            
            300,000
            
            
            -0-
            
            
            300,000





3





**Share
                Activity**
              **Period
                Ended December 31, 2006***
            
            **Down-MACRO**
              **Holding
                Shares**
            
            **Founders'**
              **Equity**
            
            **Total****Shares
                Outstanding, Beginning of period**
            
            
            -0-
            
            
            1,000
            
            
            1,000Contributions
            
            
            550,000
            
            
            -0-
            
            
            550,000Redemptions
            
            
            -0-
            
            
            (1,000
            )
            
            (1,000
            )**Shares
                Outstanding, End of period**
            
            
            550,000
            
            
            -0-
            
            
            550,000




*
      Period
      November 29, 2006 (commencement of operations) through December 31,
      2006.




















*See
      notes to the unaudited financial statements*


4





**Claymore
      MACROshares Oil Down Holding Trust**


**Statement
      of Cash Flows**


**For
      the Three Months Ended March 31, 2007 (Unaudited)**





**Cash
                flows from operating activities:**Net
                loss
            
            $
            (1,174,778
            )Adjustments
                to reconcile net lossto
                net cash used in operating activities:Non-cash
                changes in value of settlement contracts and incomedistribution
                agreement with the Up-MACRO Holding Trust
            
            
            3,317,376Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            10,187Operating
                expense payable
            
            
            89,073Net
                cash used in operating activities
            
            
            2,241,858**Cash
                flows from financing activities:**Contributions
            
            
            9,012,166Redemptions
            
            
            (26,014,000
            )Distributions
            
            
            (81,860
            )Net
                cash used in financing activities
            
            
            (17,083,694
            )Net
                decrease in cash and cash equivalents
            
            
            (14,841,836
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            18,276,964





*See
        notes to the unaudited financial statements*


5


**Claymore
      MACROshares Oil Down Holding Trust**


**NOTES
      TO THE UNAUDITED FINANCIAL STATEMENTS**


**as
      of March 31, 2007**




A.
            Organization




MACRO
      Securities Depositor, LLC (the “ **Depositor** ”),
      a
      Delaware limited liability company with MacroMarkets LLC and Claymore Group
      Inc.
      (collectively referred to as “ **Related
      Party** ”)
      as its
      only two members, formed the Claymore MACROshares Oil 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** ”)
      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.




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 November 24, 2006. 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, Investors Bank & Trust Company, as trustee (in such capacity, the
      " **Trustee** ")
      and
      Claymore Securities, Inc., as administrative agent and marketing agent (in
      such
      capacities, the " **Administrative
      Agent** "
      and the
      " **Marketing
      Agent** ")
      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 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, 2007 was $54.15. 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 and Down-MACRO Tradeable
      Shares are reflected in these financial statements at the value of the equity
      attributable to such shares at time of issuance or redemption, based on
      accounting principles generally accepted in the United States of America
      (" **GAAP** ").


6




The
      assets of the Down-MACRO Tradeable Trust consist solely of the Down-MACRO
      Holding Shares on deposit from time to time therein. Prior to November 29,
      2006,
      the Depositor and Claymore Securities, Inc. each made an initial deposit of
      $500
      into the Down-MACRO holding trust and $500 into the Down-MACRO Tradeable Trust,
      for a total initial deposit into each trust of $1,000 (for each trust, the
      " **Founders'
      Equity** ").
      During the period ended December 31, 2006, the Founders’ Equity of both the
      Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust was redeemed and
      returned to the Depositor and Claymore Securities, Inc. 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 11 th New York
      Business Day of that month and (ii) futures contracts that mature during the
      second calendar month succeeding the current calendar month for any date of
      determination occurring on or after such 11 th New York
      Business Day (provided that the switch out of next month's contract to the
      succeeding month's contract may not take place later than the 17 th day of
      each month).




For
      purposes of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, as defined in the Down-MACRO Holding Trust Agreement,
      each
      Settlement Contract is valued on each New York Business Day against the Closing
      Price and the resulting percentage change in the Closing Price from the Starting
      Level. The performance obligations of the Paired Holding Trusts to each other
      under the Settlement Contracts are 100% collateralized by cash, U.S. government
      securities and repurchase agreements backed by U.S. government securities that
      are held in each of the Paired Holding Trusts. The 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. 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 from its 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 by it or a liability payable by it, based
      upon the daily value changes in the Closing Price relative to 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.




B.
            Significant
                Accounting Policies




7


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 period from January
      1,
      2007 through March 31, 2007 (the “Reporting Period”). Actual results could
      differ from those estimates.




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




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




During
      the period from November 29, 2006 (commencement of operations) through March
      31,
      2007, 100% of the Down-MACRO Holding Trust Shares outstanding were held by
      the
      Down-MACRO Tradeable Trust.




**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 " **repos** ")
      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.




**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 change in the Closing
      Price from 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.


8




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, 2007 and on any creation or redemption dates during the Reporting
      Period 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 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.




For
      the
      purpose of financial reporting, the income distribution contract constitutes
      a
      derivative contract. Accordingly, the income distribution contract is recorded
      in the financial statements at fair value, as determined by the Administrative
      Agent. As there is no market for the income distribution contract, and no such
      market is expected to develop, the Administrative Agent determines the fair
      value of the income distribution contract by reference to various inputs,
      including the contractual amount due to or from the other trust as well as
      the
      factors considered in the valuation of the settlement contracts as described
      above. The fair value of the income distribution contract as determined in
      good
      faith by the Administrative Agent could differ from the value that would have
      been determined had a market for the income distribution contract existed,
      and
      the differences could be material. The fair value of the income distribution
      contract held by the Down-MACRO Holding Trust as of March 31, 2007 and on any
      creation or redemption dates during the Reporting Period for financial reporting
      purposes was different from the value used to determine underlying value, as
      defined previously.


9




**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




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.




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.




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 the Administrative and Marketing Agent 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.




Claymore
      Securities, Inc. makes all investment decisions for the Down-MACRO Holding
      Trust. Pursuant to the Down-MACRO Holding Trust Agreement, the Down-MACRO
      Holding Trust pays Claymore Securities, Inc. a fee that accrues daily at an
      annualized rate of 0.35% of the Down-MACRO Asset Amount for acting as the
      Administrative Agent and Marketing Agent. The Claymore Securities, Inc. fees
      for
      the period ended March 31, 2007 were $21,195, all of which was waived by
      Claymore Securities, Inc.




The
      Down-MACRO Holding Trust pays (a) MacroMarkets LLC (i) a licensing fee for
      the
      use of its intellectual property related to the patented MACROs structure,
      which
      accrues daily at an annualized rate of 0.10% on the 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
      an additional marketing agent for the trust, which accrues daily at an
      annualized rate of 0.10% of the Down-MACRO Asset Amount. The MacroMarkets LLC
      and MACRO Financial, LLC fees for the period ended March 31, 2007 were $24,223,
      all of which was waived by MacroMarkets LLC and MACRO Financial, LLC. For the
      period ended March 31, 2007, a shortfall remained after these fee waivers.
      As a
      result, the Depositor assumed this expense shortfall.




C2.
            Trustee
                Fees




Pursuant
      to the Declaration of 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 fee was allocated to the Down-MACRO
      Holding Trust. For the period from January 1, 2007 through March 31, 2007,
      Trustee fees were $56,793.


10




Investors
      Bank & Trust is the “Custodian” of the Trust assets on behalf of the
      Down-MACRO Holding Trust. The Trustee has delegated certain responsibilities
      to
      the Custodian, which is an affiliate of the Trustee.




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 made. 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 period ending
      March 31, 2007, the quarterly distribution was approximately $0.5259 per share
      and for the period ended December 31, 2006, the distribution was approximately
      $0.1488 per share.




E.
            Share
                Transactions




For
      the
      period ended March 31, 2007, 150,000 of the Down-Macro Holding Trust shares
      were
      created at the value of the equity attributable to such units of $9,286,993,
      with an underlying value of $9,909,000. The Down-MACRO Holding Trust receives,
      for each share issued, cash equal to the Starting Level ($60) and the
      equalization amount. The increase/decrease in the contractual value of the
      settlement contracts resulting from creations results in the net increase in
      net
      assets per share on creations being equal to underlying value per share on
      the
      date of issuance. Similarly, the increase in the fair value of the settlement
      contracts from creations results in the net increase in net assets from
      creations for financial reporting purposes being equal to equity attributable
      to
      such shares on the date of issuance. For the period ended March 31, 2007,
      400,000 of Down-MACRO Holding Trust shares were redeemed at the value of the
      equity attributable to such shares of $23,975,958, with an underlying value
      $26,014,000.




F.
            Indemnifications




Under
      the
      Down-MACRO Holding Trust's organizational documents, the Depositor, the
      Administrative Agent, the Trustee, NYMEX 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.
            New
                Accounting Pronouncements




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




H.
            Concentration
                Risk




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 Level $120.) In addition, 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.


11




I.
            Termination
                of the Trust




The
      Down-MACRO Holding Trust will 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 of 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 fifty million dollars or less
      after previously reaching an amount equal to two hundred million dollars 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 two hundred
      million dollars 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.




12




**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 (such price, the "Applicable
      Reference Price of Crude Oil"). The starting level for the Applicable Reference
      Price of Crude Oil for purposes of distributions on the 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 net
      income from the Treasuries it holds on deposit during such quarter plus or
      minus, in accordance with the income distribution agreement, amount received
      from or paid to, as applicable, the Up-MACRO holding trust. Final distributions
      are made to shareholders on the earlier of the final scheduled termination
      date
      and 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.





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


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





For
      the
      period from January 1, 2007 to March 31, 2007, the per-share underlying value
      of
      the Down-MACRO holding shares tracked the inverse of the Applicable Reference
      Price of Crude Oil by an average daily price differential of $0.28 (0.51% of
      the
      trust's underlying value). The differential ranged from approximately $0.01
      to
      approximately $0.53 and increased throughout the period leading up to the
      ex-dividend date of March 28, 2007, at which time the differential between
      the
      per-share underlying value of the Down-MACRO holding shares and the inverse
      of
      the Applicable Reference Price of Crude Oil reverted to approximately $0.01.
      Exhibit 1a illustrates the differential between the per-share underlying value
      of the Down-MACRO holding shares and the inverse of the Applicable Reference
      Price of Crude Oil for the period from January 1, 2007 to March 31,
      2007.


13








Exhibit
      1a











The
      differential between the per-share underlying value of the Down-MACRO holding
      shares and the inverse of the Applicable Reference Price of Crude Oil can be
      attributed to accrued interest on Treasuries held by the Down-MACRO holding
      trust, after accruing for the fees and expenses incurred by the Down-MACRO
      holding trust. Exhibit 1b compares the per-share underlying value of the
      Down-MACRO holding shares relative to the Applicable Reference Price of Crude
      Oil for the period from January 1, 2007 to March 31, 2007.


14


Exhibit
      1b










For
      the
      period January
      1, 2007 to March 31, 2007, the underlying value of the Up-MACRO holding shares
      tracked the Applicable Reference Price of Crude Oil by an average daily price
      differential of $0.26 (0.39% of UCR’s underlying value). The differential ranged
      from approximately $0.01 to approximately $0.51 and increased throughout the
      period leading up to the ex-dividend date of March 28, 2007, at which time
      the
      differential between the per-share underlying value of the Up-MACRO tradeable
      shares and the Applicable Reference Price of Crude Oil reverted to approximately
      $0.01. Exhibit 1c illustrates the differential between the per-share underlying
      value of the Up-MACRO tradeable shares and the Applicable Reference Price of
      Crude Oil for the period from January 1, 2007 to March 31, 2007.





15





Exhibit
      1c











The
      differential between the per-share underlying value of the Up-MACRO holding
      shares and the Applicable Reference Price of Crude Oil can be attributed to
      accrued interest on Treasuries held by the Up-MACRO holding trust, after
      accruing for the fees and expenses incurred by the Up-MACRO holding trust.
      Exhibit 1d compares the per-share underlying value of the Up-MACRO tradeable
      shares relative to the Applicable Reference Price of Crude Oil for the period
      from January 1, 2007 to March 31, 2007.








16


Exhibit
      1d











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





As
      of
      March 31, 2007, all of the outstanding Down-MACRO holding shares are held by
      the
      Down-MACRO tradeable trust. Because there is no established public trading
      market for the Down-MACRO holding shares, high and low sales prices and bid
      information are unavailable. The following table sets forth, for the period
      indicated, the high and low per share underlying values (as defined in the
      prospectus) for the Down-MACRO holding shares.





**Fiscal
                Quarter Ended March 31, 2007**
            **High**
            **Low**First
                Quarter (beginning January 1, 2007)
            $68.91
            $53.98





**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, KV Execution Services LLC, in exchange for $12,000,000 in cash.
      Such
      shares were issued at their initial underlying value of $57.55 per share. Since
      this date, the Down-MACRO holding trust's underlying value grew from
      approximately $11,500,000 at November 29, 2006, to approximately $16,246,000
      at
      March 31, 2007. The increase in underlying value resulted primarily from an
      increase in outstanding shares, which rose from 200,000 at November 29, 2006
      to
      300,000 at March 31, 2007 due to 500,000 shares (10 units) being created and
      400,000 shares (8 units) being redeemed during the period, of which 150,000
      shares (3 units) were created in exchange for a deposit of approximately
      $9,909,900 at the applicable underlying value and 400,000 (8 units) were
      redeemed in exchange for a withdrawal of approximately $26,014,000 at the
      applicable underlying value during the three months period ended on March 31,
      2007. Each unit consists of 50,000 shares.


17




*Liquidity*




To
      the
      extent of management's knowledge, there are no trends or demands, commitments,
      events, or uncertainties that will result in, or that that are reasonably likely
      to result in, the registrant's liquidity increasing or decreasing in any
      material way.




*Cash
      Flows From Operations*




**For
                the Three**
              **Months
                Ended**
              **March
                31, 2007****Cash
                flows from operating activities:**Net
                loss
            
            $
            (1,174,778
            )Adjustments
                to reconcile net lossto
                net cash used in operating activities:Non-cash
                changes in value of settlement contracts and incomedistribution
                agreement with the Up-MACRO Holding Trust
            
            
            3,317,376Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            10,187Operating
                expenses payable
            
            
            89,073Net
                cash used in operating activities
            
            
            2,241,858**Cash
                flows from financing activities:**Contributions
            
            
            9,012,166Redemptions
            
            
            (26,014,000
            )Distributions
            
            
            (81,860
            )Net
                cash used in financing activities
            
            
            (17,083,694
            )Net
                decrease in cash and cash equivalents
            
            
            (14,841,836
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            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. For most of the reporting
      period, the fair value of these derivative contracts more closely followed
      the
      six-month NYMEX futures contract as opposed to their contractual value. At
      period end, the Administrative Agent determined, based upon various inputs
      the
      most significant of which was transactions for the Down-MACRO Tradeable Shares
      in the open market, that fair valuation for these derivative contracts was
      more
      appropriately based upon the six-month NYMEX futures contract.


18




As
      a
      result, the per share value on March 31, 2007, for financial reporting purposes,
      based upon the fair valuation determination of the Administrative Agent, was
      $50.67. The per share Underlying Value for the same day was $54.15. The
      Administrative Agent will continue to evaluate the fair value of these
      derivative contracts for each financial reporting period.




*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 its shareholders
      to any foreign currency related market 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 instruments.




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




The
      Depositor maintains disclosure controls and procedures that are designed to
      ensure that information required to be disclosed in the 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 committees of both MacroMarkets LLC and Claymore Securities,
      Inc., each of which have been authorized by resolutions adopted by their
      respective Boards to oversee the financial reporting of the Down-MACRO tradeable
      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, 2007, 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, 2007 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 period ended December
      31, 2006.




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




19


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 form 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 backed by U.S. government
      securities.




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




*Dividend*




On
      March
      28, 2007, the trustee declared a dividend of $0.5259 per Down-MACRO holding
      share, which together with the dividend declared by the trustee on December
      27,
      2006, accumulates to a total dividend since inception in the amount of $0.6747
      to shareholders.




*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.




**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**—
            
            Claymore
                MACROshares Oil Down Holding Shares and Claymore MACROshares Oil
                Down
                Tradeable shares prospectus, dated as of March 29,
                2007*31.1
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200231.2
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                200232.2
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                2002


_____________________


*
            **Denotes
                a document that was previously filed as part of the Registration
                Statement
                of the Claymore MACROshares Oil Down****Holding
                Trust and the****Claymore
                MACROshares Oil Down Tradeable Trust, File No. 333-135120.**






20




**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 Claymore MACROshares


Oil
      Down
      Holding Trust






/s/
      Samuel Masucci, III


Samuel
      Masucci, III


On
      behalf
      of the Depositor


and
      as
      Chief Executive Officer






/s/
      Steven M. Hill


Steven
      M.
      Hill


On
      behalf
      of the Depositor


and
      as
      Chief Financial Officer




Date:
      May
      17, 2007