**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




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


**SECURITIES
      EXCHANGE ACT OF 1934**




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




**or**




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


**SECURITIES
      EXCHANGE ACT OF 1934**





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




**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**
            **76-6222940**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)




**c/o
      State Street Bank**


**and** **Trust Company**


**200
      Clarendon Street**


**Boston,
      MA 02116**


**(617)
      937-6700**




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




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




Yes **T** No **£**




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




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




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




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




**DOCUMENTS
      INCORPORATED BY REFERENCE: Prospectus of MACROshares Oil Down Holding Shares
      and
      MACROshares Oil Down Tradeable Shares, dated as of** **November
      9, 2007, 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
            1A.
                  Organization
            5B.
                  Significant Accounting Policies
            7C. Operating
                  Expenses and Related Party Waivers
            9D.
                  Distributions
            10E.
                  Share Transactions
            11F.
                  Indemnifications
            11G.
                  New Accounting Pronouncements
            11H.
                  Concentration Risk
            12I.
                  Termination of the Trust
            12J.
                  Subsequent Event
            13Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
            14Item
                  3. Quantitative and Qualitative Disclosures about Market
                  Risk
            20Item
                  4. Controls and Procedures
            20PART
                II.
            OTHER
                INFORMATION
            21Item
                  1. Legal Proceedings
            21Item
                  1A. Risk Factors
            21Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
            21Item
                  3. Defaults Upon Senior Securities
            22Item
                  4. Submission of Matters to a Vote of Security
                  Holders
            22Item
                  5. Other Information
            22Item
                  6. Exhibits
            22




Exhibits





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


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


**(Unaudited)**




**September
                30, 2007**
            
            **December
                31, 2006****Assets**Cash
                and cash equivalents
            
            $
            21,161,787
            
            $
            33,118,800Interest
                receivable
            
            
            10,442
            
            
            16,719Total
                Assets
            
            $
            21,172,229
            
            
            33,135,519**Liabilities
                and Shareholders' Equity**Settlement
                contracts and income distribution agreement
              with
                the Up-MACRO Holding Trust
            
            $
            4,978,767
            
            $
            1,797,050Distribution
                payable to shareholders
            
            
            98,588
            
            
            81,860Operating
                expenses payable
            
            
            35,899
            
            
            33,576Total
                Liabilities
            
            
            5,113,254
            
            
            1,912,486**Shareholders'
                Equity**Equity
                attributable to Down-MACRO Holdings Shares, $60 par value, unlimited
                amount authorized, 350,000 and 550,000 issued and outstanding at
                September
                30, 2007 and December 31, 2006, respectively
            
            
            16,058,975
            
            
            31,223,033Total
                Shareholders' Equity
            
            
            16,058,975
            
            
            31,223,033Total
                Liabilities and Shareholders' Equity
            
            $
            21,172,229
            
            $
            33,135,519







*See
      notes to the unaudited financial statements*




1




**MACROshares
      Oil Down Holding Trust**


**Statements
      of Operations (Unaudited)**







**For
                the Three**
            
            **For
                the Nine****Months
                Ended**
            
            **Months
                Ended****September
                30, 2007**
            
            **September
                30, 2007****Investment
                Income**Interest
            
            $
            214,139
            
            $
            765,495Total
                investment income
            
            
            214,139
            
            
            765,495**Expenses**Operating
                expenses
            
            
            84,979
            
            
            265,066Net
                investment income
            
            
            129,160
            
            
            500,429**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized depreciation on settlement
              contracts
                and income distribution agreement
            
            
            (574,633
            )
            
            (3,532,682
            )Net
                realized gain on settlement contracts
              and
                income distribution agreement
            
            
            -
            
            
            451,500Net
                realized and unrealized loss
            
            
            (574,633
            )
            
            (3,081,182
            )Net
                loss
            
            $
            (445,473
            )
            $
            (2,580,753
            )Net
                loss per share - See Note J:
            
            $
            (0.42
            )
            $
            (2.34
            )Weighted
                average shares outstanding - See Note J
            
            
            1,050,000
            
            
            1,103,298







*See
      notes to the unaudited financial statements*




2




**MACROshares
      Oil Down Holding Trust**


**Statement
      of Changes in Shareholders' Equity**


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


**(Unaudited)**




**Down-MACRO**
              **Holding
                Shares****Shareholders'
                Equity, beginning of period**
            
            $
            31,223,033Contributions
            
            
            14,236,865Distributions
                ($0.4169 per share - See Note J)
            
            
            (411,457
            )Redemptions
            
            
            (26,408,713
            )Net
                loss
            
            
            (2,580,753
            )**Shareholders'
                Equity, end of period**
            
            $
            16,058,975**Share
                Activity Nine Months**
              **Ended
                September 30, 2007**
            
            
            **Down-MACRO**
                **Holding
                  Shares****Shares
                Outstanding, beginning of period**
            
            
            550,000Contributions
            
            
            250,000Redemptions
            
            
            (450,000
            )**Shares
                Outstanding, end of period**
            
            
            350,000




*See
      notes to the unaudited financial statements*




3




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


**Statement
      of Cash Flows**


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







**Cash
                flows from operating activities:**Net
                loss
            
            $
            (2,580,753
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Net
                unrealized depreciation on settlement contracts and income
              distribution
                agreement
            
            
            3,519,824Settlement
                receipts in excess of realized gain on settlement contracts
              and
                income distribution agreement
            
            
            1,189,500Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            6,277Operating
                expenses payable
            
            
            2,323Net
                cash provided by operating activities
            
            
            2,137,171**Cash
                flows from financing activities:**Contributions
            
            
            15,034,545Redemptions
            
            
            (28,734,000
            )Distributions
            
            
            (411,457
            )Increase
                in Distribution payable to shareholders
            
            
            16,728Net
                cash used in financing activities
            
            
            (14,094,184
            )Net
                decrease in cash and cash equivalents
            
            
            (11,957,013
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            21,161,787




*See
      notes to the unaudited financial statements*




4




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


**NOTES
      TO THE UNAUDITED FINANCIAL STATEMENTS**


**as
      of September 30, 2007**




A.  Organization




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




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, and MACRO Financial,
      LLC, as marketing agent.




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 September 30, 2007 was $38.35 ($12.78 after giving effect to the share split
      described in Note J). 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** " ).




5




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 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 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.




6


The " **Income
      Distribution Agreement** " entered
      into between the Paired Holding Trusts is the means for allocating between
      the
      Paired Holding Trusts the daily income accrual on the U.S. government securities
      and other assets on deposit in the trusts. Under the Income Distribution
      Agreement, the 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.




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.




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 of 10-K as filed with the SEC on April 2,
      2007.




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




7




**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.




**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
      September 30, 2007 and on various creation or redemption dates during the
      Reporting Periods for financial reporting purposes was different from the value
      used to determine underlying value, as defined previously.




8




**Income
      Distribution Agreement**




Under
      the
      Income Distribution Agreement with the 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 September 30, 2007 and
      on
      various creation or redemption dates during the Reporting Periods for financial
      reporting purposes was different from the value used to determine underlying
      value, as defined previously.




**Federal
      Income Taxes**




The
      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




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.




9




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 third quarter Claymore Securities, Inc. made all investment decisions for
      the Down-MACRO Holding Trust and beginning October 1, 2007 the investment
      decisions will be made by MacroMarkets, LLC. Pursuant to the Down-MACRO Holding
      Trust Agreement, the Down-MACRO Holding Trust pays MacroMarkets LLC 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
      September 30, 2007 were $18,589 and for the nine-months ended September 30,
      2007
      were $57,983, all of which 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. The MacroMarkets LLC and MACRO Financial,
      LLC fees for acting in these capacities for the three-months ended September
      30,
      2007 were $21,244 and for the nine-months ended September 30, 2007 were $66,266,
      all of which were waived by MacroMarkets LLC and MACRO Financial, LLC. Through
      September 30, 2007, a shortfall remained after these fee waivers. As a result,
      the Depositor assumed this expense shortfall.




C2.
            Trustee
                Fees




Pursuant
      to the Declaration of 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 allocated to the
      Down-MACRO Holding Trust. Trustee fees for the three-months ended September
      30,
      2007 were $106,564 and for the nine-months ended September 30, 2007 were
      $239,030. In addition, the Trustee receives a fee of $2,000 directly from the
      Authorized Participants in connection with each paired issuance or paired
      optional redemption.




State
      Street Bank and Trust Company, a Massachusetts trust company, as the successor
      to Investors Bank & Trust Company, is the " **Custodian** " of the
      Trust assets on behalf of the 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 quarters ended
      September 30, 2007, June 30, 2007, and March 31, 2007, the distributions were
      approximately $0.2817, $0.4431, and $0.5259 per share, respectively ($0.0939,
      $0.1477, and $0.1753 per share, respectively, after giving effect to the share
      split described in Note J). For the period ended December 31, 2006, the
      distribution was approximately $0.1488 per share ($0.0496 per share after giving
      effect to the share split described in Note J).




10


E.
      Share Transactions




For
      the
      nine-months ended September 30, 2007, 250,000 of the Down-Macro Holding Trust
      shares were created at the value of the equity attributable to such units of
      $14,236,865, with an underlying value of $15,401,500. 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/decrease in the fair value of
      the
      settlement contracts from creations results in the net increase in net assets
      from creations for financial reporting purposes being equal to equity
      attributable to such shares on the date of issuance. Accordingly, such
      increase/decrease in fair value is included as part of the
      contributions/redemptions in the Statement of Changes in Shareholders' Equity.
      For the nine-months ended September 30, 2007, 450,000 of Down-MACRO Holding
      Trust shares were redeemed at the value of the equity attributable to such
      shares of $26,408,713, with an underlying value of $28,734,000.




F **.** Indemnifications




Under
      the
      Down-MACRO Holding Trust's organizational documents, the Depositor, 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.




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




11


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.) 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 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 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 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. As of May 29, 2007,
      six
      months had elapsed since the commencement of operations of the Paired Holding
      Trusts and they held approximately $48.3 million of cash and government
      securities. Therefore, because the Paired Holding Trusts did not each hold
      cash
      and U.S. government securities in an amount equal to at least $200 million,
      after six months had elapsed since the Closing Date, the Depositor has the
      right, for so long as such $200 million threshold has not been reached, to
      terminate each of the Paired Holding Trusts. However, the Depositor currently
      has no intention of terminating the Paired Holding Trusts.




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




J. **** Subsequent
      Event




On
      October 2, 2007, the Depositor announced a three-for-one split of the
      MACROshares Oil Down Holding Shares (formerly known as the Claymore 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. The share split requires retroactive restatement
      of all historical per share data in all financial statements filed subsequent
      to
      October 22, 2007. All references to the number of shares outstanding,
      contributed and redeemed in these Financial Statements and Notes to the
      Financial Statements have not been retroactively adjusted to give effect to
      the
      share split. The net loss per share and weighted average shares outstanding
      disclosed in the Statement of Operations and the per share distribution amounts
      disclosed in the Statement of Changes in Shareholders’ Equity have been restated
      to give effect to the share split.




13




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




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




**INTRODUCTION**




***Overview
      of the Trust’s Structure***




The
      assets of the 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 contract of a designated maturity, as established and
      reported by NYMEX on each price determination day (such price, the "Applicable
      Reference Price of Crude Oil"). The starting level for the Applicable Reference
      Price of Crude Oil for purposes of distributions on the 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, the amount received
      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 underlying Down-MACRO trading 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




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




For
      the
      period July 1, 2007 to September 30, 2007, the per-share underlying value of
      the
      Down-MACRO holding shares tracked the inverse of the Applicable Reference Price
      of Crude Oil by an average daily price differential of $0.14 (.312% of DCR’s
      underlying value). The differential ranged from approximately $0.01 to
      approximately $ 0.28 and increased throughout the period leading up to the
      ex-dividend date of September 27, 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 July 1, 2007 to September 30,
      2007.






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 July 1, 2007 to September 30, 2007.




15




Exhibit
      1b







For
      the
      period July
      1,
      2007 to September 30, 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 $0.23 (0.31% of UCR’s underlying value). The differential ranged
      from approximately $0.01 to approximately $0.46 and increased throughout the
      period leading up to the ex-dividend date of September 27, 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 July 1, 2007 to September
      30,
      2007.




16




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 July 1, 2007 to September 30, 2007.




17




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
      September 30, 2007, all of the outstanding Down-MACRO holding shares were 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 for, for the period
      indicated, the high and low per share underlying values (as defined in the
      prospects) for the Down-MACRO holding shares.




**Fiscal
                  Quarter Ended September 30, 2007**
              **High**
              **Low**Third
                  Quarter (beginning July 1, 2007)
              $50.96
                  ($16.99*)
              $37.13
                  ($12.38*)


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




**Review
      of Financial Results**




Results
      of Operations




On
      November 29, 2006, the 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 $13,422,500
      at
      September 30, 2007 due to 600,000 shares (12 units) being created and 450,000
      shares (9 units) being redeemed during the period.  Each unit consists of
      50,000 shares. During the three months period ended September 30, 2007 no
      creations or redemptions of shares were made.




The
      Trust
      generated net investment income of approximately $ 214,000 during the quarter
      ended September 30, 2007 as a result of its investment in repurchase agreements
      and U.S. Treasury obligations. Additionally, as the valuation of the settlement
      contract increased during the period, as discussed below, the Trust generated
      approximately $575,000 of unrealized losses on the settlement contracts and
      income distribution agreement.




18




Liquidity




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




Cash
      Flows From Operations




**For
                the Nine Months Ended September 30, 2007****Cash
                flows from operating activities:**Net
                loss
            
            $
            (2,580,753
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Net
                unrealized depreciation on settlement contracts and income
              distribution
                agreement
            
            
            3,519,824Settlement
                receipts in excess of realized gain on settlement contracts
              and
                income distribution agreement with the Up-MACRO Holding
                Trust
            
            
            1,189,500Increase/decrease
                in operating assets and liabilities:Interest
                receivable
            
            
            6,277Operating
                expense payable
            
            
            2,323Net
                cash provided by operating activities
            
            
            2,137,171**Cash
                flows from financing activities:**Contributions
            
            
            15,034,545Redemptions
            
            
            (28,734,000
            )Distributions
            
            
            (411,457
            )Increase
                in Distribution payable to shareholders
            
            
            (16,728
            )Net
                cash used in financing activities
            
            
            (14,094,184
            )Net
                decrease in cash and cash equivalents
            
            
            (11,957,013
            )Cash
                and cash equivalents, beginning of period
            
            
            33,118,800Cash
                and cash equivalents, end of period
            
            $
            21,161,787





19




*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
      eighteen-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 eighteen-month NYMEX futures contract.




As
      a
      result, the per share value on September 30, 2007, for financial reporting
      purposes, based upon the fair valuation determination of the Administrative
      Agent, was $45.88 ($15.29 after giving effect to the share split described
      in
      Note J to the Financial Statements). The per share Underlying Value for the
      same
      day was $38.35 ($12.78 after giving effect to the share split described in
      Note
      J to the Financial Statements). The Administrative Agent will continue to
      evaluate the fair value of these derivative contracts for each financial
      reporting period.




*Off-Balance
      Sheet Arrangements*




The
      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
      September 30, 2007, the Down-MACRO holding trust's disclosure controls and
      procedures were effective.




20


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 September 30, 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. However, additional disclosure language has been added to the
      prospectus regarding premium and discounts when the futures market experiences
      increased contango and backwardation in their pricing.




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




The
      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.




*Dividend*




On
      September 27, 2007, the trustee declared a dividend of $0.281679 per Down-MACRO
      holding share ($0.093893 per share after giving effect to the share split
      described in Note J to the Financial Statements), which together with the
      dividends declared by the trustee on June 27, 2007, March 28, 2007, and December
      27, 2006, accumulates to a total dividend since inception in the amount of
      $1.399558 ($0.466519 per share after giving effect to the share split described
      in Note J to the Financial Statements) to shareholders.




21




*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 September 30, 2007, 9 units (450,000 shares) were redeemed and 5 units
      (250,000) were created.




**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 November 9, 2007*31.1
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200231.2
            
            Certification
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                200232.2
            
            Certification
                Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                2002





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




22




**SIGNATURES**






Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned in the
      capacities indicated thereunto duly authorized.






MACRO
      SECURITIES DEPOSITOR, LLC,


Depositor
      for the MACROshares


Oil
      Down
      Holding Trust




/s/
      Samuel Masucci,
      III


Samuel
      Masucci, III


On
      behalf
      of the Depositor


and
      as
      Chief Executive Officer






/s/
John
      A.
      Flanagan


John
      A.
      Flanagan


On
      behalf
      of the Depositor


and
      as
      Chief Financial Officer




Date:
      November 14, 2007