**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**








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


**SECURITIES
      EXCHANGE ACT OF 1934**





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




**or**




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


**SECURITIES
      EXCHANGE ACT OF 1934**





Commission
      File Number of Issuing Entity: 333-116566-02








**MACROshares
      Oil Up Tradeable Trust**


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








Commission
      File Number of Depositor: 333-116566








**MACRO
      SECURITIES DEPOSITOR, LLC**


(Exact
      name of depositor as specified in its charter)





**New
                York**
            **20-5568687**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





**c/o
      State Street Bank**


**and
      Trust Company**


**200
      Clarendon Street**


**Boston,
      MA 02116**


**(617)
      937-6700**





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





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


Yes **T** No **£**





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





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





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





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





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


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





**FORWARD
      LOOKING STATEMENTS**




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







i




TABLE
      OF
      CONTENTS




Page


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





Exhibits


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


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


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


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








ii


1.
            FINANCIAL
                INFORMATION





(a)
            Financial
                Statements








**MACROshares
      Oil Up Tradeable Trust**


**Consolidated
      Statements of Financial Condition**


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


**(Unaudited)**





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






*See
      notes to the unaudited consolidated financial statements*





1


**MACROshares
      Oil Up** **Tradeable Trust**


**Consolidated
      Statements of Operations (Unaudited)**


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




*See
      notes to the unaudited consolidated financial statements*




2


**MACROshares
      Oil Up** **Tradeable
      Trust**


**Consolidated
      Statement of Changes in Shareholders' Equity**


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


**(Unaudited)**





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





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








*See
      notes to the unaudited consolidated financial statements*


3


**MACROshares
      Oil Up Tradeable Trust**


**Consolidated
      Statement of Cash Flows**


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








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








*See
      notes to the unaudited consolidated financial
      statements*


4


**MACROshares
        Oil Up Tradeable Trust**
 **NOTES
        TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **as
        of September 30, 2007**
 
 (i)
              Organization
 
 MACRO
        Securities Depositor, LLC (the " **Depositor** "),
        a
        Delaware limited liability company with MacroMarkets LLC and Claymore Group
        Inc.
        (collectively referred to as " **Related
        Party** ")
        as its
        only two members, formed the Claymore MACROshares Oil Up Tradeable Trust
        (the
        " **Up-MACRO
        Tradeable Trust** "),
        the
        Claymore MACROshares Oil Down Tradeable Trust (the " **Down-MACRO
        Tradeable Trust** "),
        the
        Claymore MACROshares Oil Up Holding Trust (the " **Up-MACRO
        Holding Trust** ")
        and
        the Claymore MACROshares Oil Down Holding Trust (the " **Down-MACRO
        Holding Trust** ").
        Each
        of the trusts was formed under the laws of the State of New York on November
        15,
        2006.
 
 On
        August
        17, 2007, MacroMarkets LLC and Claymore Group, Inc. entered into a binding
        agreement pursuant to which (i) Claymore Securities, Inc., a wholly-owned
        subsidiary of Claymore Group Inc., (A) resigned as a marketing agent for
        the
        Up-MACRO Tradeable Shares, effective August 17, 2007, with MACRO Financial,
        LLC,
        which was acting as an additional marketing agent for the Up-MACRO Tradeable
        shares, assuming all of Claymore Securities, Inc.’s duties as marketing agent
        and (B) resigned as the administrative agent for the Up-MACRO Tradeable Trust,
        effective September 30, 2007, (ii) Claymore Group Inc. sold its equity interest
        in MACRO Securities Depositor, LLC to MacroMarkets LLC on August 18, 2007
        and
        (iii) the Claymore MACROshares Oil Up Tradeable Trust and Claymore MACROshares
        Oil Up Tradeable Shares were renamed the “MACROshares Oil Up Tradeable Trust”
and the “MACROshares Oil Up Tradeable Shares”, respectively. MacroMarkets LLC
        was appointed as the successor administrative agent and accepted such
        appointment pursuant to the Third Amended and Restated Trust Agreement for
        the
        Up-MACRO Tradeable Shares, dated as of October 1, 2007, and entered into
        among
        the Trustee, MacroMarkets LLC, as administrative agent, and MACRO Financial,
        LLC, as marketing agent.
 
 The
        Up-MACRO Holding Trust and the Down-MACRO Holding Trust are referred to as
        " **Paired
        Holding Trusts** ".
        The
        descriptions of the Paired Holding Trusts in these notes reflect the trust
        agreements as amended on October 1, 2007. Operations of the Up-MACRO Holding
        Trust and the Up-MACRO Tradeable Trust commenced on November 29, 2006. No
        creations or other activity occurred between November 24, 2006 and the
        commencement date. Each of the Paired Holding Trusts issues shares (which
        are
        referred to, respectively, as " **Up-MACRO
        Holding Shares** "
        and
        " **Down-MACRO
        Holding Shares** ,"
        and,
        collectively, as " **Paired
        Holding Shares** ")
        in
        minimum aggregations called " **MACRO
        Units** ,"
        each
        of which consists of 50,000 Up-MACRO Holding Shares and 50,000 Down-MACRO
        Holding Shares. The objective of the Paired Holding Trusts is, in the case
        of
        the Up-MACRO Holding Trust, to provide investors with investment returns
        that
        correspond with changes in the price of NYMEX crude oil futures contracts
        within
        the range from (i) zero to (ii) twice the starting level of $60 (the
        " **Starting
        Level** ")
        and,
        in the case of the Down-MACRO Holding Trust, to provide investors with
        investment returns that correspond inversely with the price of NYMEX crude
        oil
        futures within the range from (i) zero to (ii) twice the Starting Level. **** The
        Starting Level was $60, therefore the price range within which the Paired
        Holding Trusts are expected to provide a return to both of the Paired Holding
        Shares is $0 to $120. There can be no assurance that the Paired Holding Trusts
        will achieve their investment objective.
 
 The
        Depositor, State Street Bank and Trust Company, as trustee (in such capacity,
        the " **Trustee** "),
        MacroMarkets LLC, as administrative agent and MACRO Financial, LLC as marketing
        agent (in such capacities, the " **Administrative
        Agent** "
        and the
        " **Marketing
        Agent** ",
        respectively), have entered into trust agreements that govern the activities
        of
        the Up-MACRO Tradeable Trust and the Up-MACRO Holding Trust and specify the
        terms of the shares issued by the Up-MACRO Tradeable Trust (the " **Up-MACRO
        Tradeable Shares** ")
        and
        the Up-MACRO Holding Trust, respectively. The Up-MACRO Tradeable Trust issues
        the Up-MACRO Tradeable Shares on a continuous basis in exchange for deposits
        of
        Up-MACRO Holding Shares. Up-MACRO Tradeable Shares are only issued or exchanged
        for the underlying Up-MACRO Holding Shares in connection with a deposit of
        Up-MACRO Holding Shares into the Up-MACRO Tradeable Trust or the withdrawal
        of
        Up-MACRO Holding Shares from the Up-MACRO Tradeable Trust. One Up-MACRO
        Tradeable Share is issued for each Up-MACRO Holding Share deposited into
        the
        Up-MACRO Tradeable Trust. The per share " **underlying
        value** "
        of one
        Up-MACRO Tradeable Share is always equal to the underlying value of one Up-MACRO
        Holding Share. The underlying value of the Up-MACRO Holding Trust's shares
        represents that portion of the proceeds of the assets of the Up-MACRO Holding
        Trust that would be distributed in conjunction with a redemption and as a
        final
        distribution upon termination if the Paired Holding Trusts were to settle
        the
        settlement contracts and the Up-MACRO Holding Trust were to make a final
        distribution on the Up-MACRO Holding Shares. The Up-MACRO Tradeable Trust
        would
        pass through such final distribution to holders of Up-MACRO Tradeable Shares.
        The underlying value per share of the Up-MACRO Holding Trust at September
        30,
        2007 was $81.69 ($27.23 after giving effect to the share split described
        in Note
        J). Paired Holding Shares are only created and redeemed, and Up-MACRO Tradeable
        Shares are only created and exchanged, through entities who are banks,
        broker-dealers or other participant members of The Depository Trust Company
        (" **DTC** ")
        who
        have executed a contract with the Trustee and the Administrative Agent
        (" **Authorized
        Participants** ").
        Each
        Up-MACRO Tradeable Share represents an undivided beneficial interest in the
        pool
        of Up-MACRO Holding Shares deposited in the Up-MACRO Tradeable Trust. Issuances
        and redemptions of Up-MACRO Holding Shares and Up-Macro Tradeable Shares
        are
        reflected in these financial statements at the value of the equity attributable
        to such shares at time of issuance or redemption, based on accounting principles
        generally accepted in the United States of America (" **GAAP** ").
 5
 
 The
        assets of the Up-MACRO Tradeable Trust consist solely of the Up-MACRO Holding
        Shares on deposit from time to time therein. Prior to November 29, 2006,
        the
        Depositor and Claymore Securities, Inc. each made an initial deposit of $500
        into the Up-MACRO Holding Trust and $500 into the Up-MACRO Tradeable Trust,
        for
        a total initial deposit into each trust of $1,000 (for each trust, the
        " **Founders'
        Equity** ").
        During the period ended December 31, 2006, the Founders' Equity of both the
        Up-MACRO Holding Trust and the Up-MACRO Tradeable Trust was redeemed and
        returned to the Depositor and Claymore Securities, Inc. The Up-MACRO Tradeable
        Trust shares trade on the American Stock Exchange (" **AMEX** "),
        at
        negotiated prices, during " **New
        York Business Days** "
        (any
        day on which stock exchanges and New York money center banks are open for
        business). The market price of the Up-MACRO Tradeable Shares may diverge
        from
        the closing per share underlying value of the Up-MACRO Tradeable Trust. Based
        on
        market demand, the Up-MACRO Tradeable Shares may trade at a premium or a
        discount to their per share underlying value.
 
 The
        assets of the Up-MACRO Holding Trust consist of cash, government securities,
        repurchase agreements collateralized by U.S. government securities and OTC
        derivative instruments entered into between the Paired Holding Trusts. These
        derivative instruments consist of " **Settlement
        Contracts** "
        which
        provide that the Up-MACRO Holding Trust is entitled to receive from, or is
        required to make to, the Down-MACRO Holding Trust a payment at the termination
        of each of these contracts in an amount that reflects the price change between
        the settlement price of NYMEX crude oil futures contracts (the " **Closing
        Price** ")
        at the
        time when the Settlement Contracts are terminated and the Starting Level
        of that
        price on November 29, 2006. The NYMEX crude oil futures contracts that are
        referenced by the Paired Holding Trusts are (i) futures contracts that mature
        during the next calendar month succeeding the current month for any date
        of
        determination occurring on or after the first day of the current month up
        to but
        excluding the 11 th New York
        Business Day of that month and (ii) futures contracts that mature during
        the
        second calendar month succeeding the current calendar month for any date
        of
        determination occurring on or after such 11 th New York
        Business Day (provided that the switch out of next month's contract to the
        succeeding month's contract may not take place later than the 17 th day of
        each month).
 
 For
        purposes of determining the underlying value at which Paired Holding Shares
        are
        redeemed or created, as defined in the Up-MACRO Holding Trust Agreement,
        each
        Settlement Contract is valued on each New York Business Day against the Closing
        Price and the resulting percentage change in the Closing Price from the Starting
        Level. The performance obligations of the Paired Holding Trusts to each other
        under the Settlement Contracts are 100% collateralized by cash, U.S. government
        securities and repurchase agreements backed by U.S. government securities
        that
        are held in each of the Paired Holding Trusts. The Up-MACRO Holding Trust's
        obligations are not leveraged and the trust realizes capital gains or losses
        only when a Settlement Contract is terminated in connection with a paired
        optional redemption, an early termination or the final scheduled termination
        of
        the Paired Holding Trusts.
 6
 
 The
        " **Income
        Distribution Agreement** "
        entered
        into between the Paired Holding Trusts is the means for allocating between
        the
        Paired Holding Trusts the daily income accrual on the U.S. government securities
        and other assets on deposit in the trusts. Under the Income Distribution
        Agreement, the Up-MACRO Holding Trust is obligated to pay a portion of its
        income to the Down-MACRO Holding Trust or entitled to receive a portion of
        the
        Down-MACRO Holding Trust's income, based on the percentage difference of
        the
        Closing Price and the Starting Level on each day of the calendar quarter
        between
        distribution dates. The Up-MACRO Holding Trust's daily income for the purposes
        of determining underlying value recorded under the Income Distribution Agreement
        reflects either an asset receivable by it or a liability payable by it, based
        upon the difference in the daily value of the Closing Price and its Starting
        Level. A payment is made by one of the Paired Holding Trusts to the other
        on
        each quarterly distribution date and the Up-MACRO Holding Trust then distributes
        its remaining income (if it had to make a payment under the Income Distribution
        Agreement) or all of its income and a portion of the income it received from
        the
        Down-MACRO Holding Trust (if it received a payment under the Income Distribution
        Agreement) as a quarterly distribution to its shareholders on or immediately
        following such quarterly distribution date.
 
 (ii)
              Significant
                  Accounting Policies
 
 The
        following is a summary of the significant accounting policies that are
        consistently followed by the Up-MACRO Tradeable Trust in the preparation
        of its
        consolidated financial statements.
 
 **Basis
        of Accounting**
 
 The
        policies are in conformity with GAAP. The preparation of financial statements
        requires management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities on the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting periods
        presented in the accompanying financial statements (the " **Reporting
        Periods** ").
        Actual results could differ from those estimates.
 
 The
        accompanying unaudited financial statements were prepared in accordance with
        accounting principles generally accepted in the United States of America
        for
        interim financial information and with the instructions for Form 10-Q and
        the
        rules and regulations of the U.S. Securities and Exchange Commission (the
        " **SEC** ").
        In
        the opinion of the Depositor's management, which was responsible for the
        preparation of the consolidated financial statements on behalf of the Up-MACRO
        Tradeable 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 3,
        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.
 
 **Consolidation**
 7
 
 The
        consolidated financial statements include the accounts of the Up-MACRO Tradeable
        Trust and the Up-MACRO Holding Trust. Throughout the period, the Tradeable
        Trust
        has owned all of the issued and outstanding shares of the Holding Trust;
        accordingly, no minority interest in earnings has been recorded. All
        intercompany accounts and transactions have been eliminated in
        consolidation.
 
 **Cash
        and Cash Equivalents**
 
 The
        Up-MACRO Holding Trust considers all highly liquid investments with original
        maturities of less than 90 days to be cash equivalents.
 
 The
        Up-MACRO Holding Trust invests in debt securities issued by the U.S. government
        and repurchase agreements (or " **repos** ")
        collateralized by U.S. government securities, which have, in each case,
        remaining maturities or terms of less than ninety (90) days. The Up-MACRO
        Holding Trust may enter into repurchase agreements with banks and broker-dealers
        whereby the Up-MACRO Holding Trust acquires a U.S. debt security for cash
        and
        obtains a simultaneous commitment from the seller to repurchase the security
        at
        an agreed upon price and date.  The Up-MACRO Holding Trust, through its
        custodian, takes possession of securities that are used as collateral.  In
        connection with transactions in repos, if the seller defaults or enters into
        insolvency proceedings and the value of the collateral declines, recovery
        of
        cash by the Up-MACRO Holding Trust may be delayed or limited. The U.S.
        government securities and repos are valued at amortized cost, which approximates
        market value.
 
 **The
        Settlement Contracts**
 
 Upon
        each
        issuance of Up-MACRO holding shares as part of a MACRO Unit in a Paired
        Subsequent Issuance, the Up-MACRO Holding Trust enters into a new Settlement
        Contract with the Down-MACRO Holding Trust. For each New York Business Day,
        the
        Paired Optional Redemptions and Paired Subsequent Issuances ordered on that
        day
        are netted for purposes of determining how many Settlement Contracts need
        to be
        entered into or terminated on that day; however, one Settlement Contract
        must
        always be outstanding for one MACRO Unit of outstanding Paired Holding Shares.
        Under the Settlement Contracts, the Up-MACRO Holding Trust is either (1)
        required to deliver all or a portion of its assets (held in the form of cash,
        government securities and repos) to the Down-MACRO Holding Trust or (2) entitled
        to receive all or a portion of the assets (held in the form of the same types
        of
        assets) of the Down-MACRO Holding Trust. The settlement payments made or
        received pursuant to the Settlement Contracts are based on the difference
        between the Closing Price and its Starting Level on the day on which a
        redemption order for Paired Holding Shares is delivered to the Administrative
        Agent. The final distribution on the Up-MACRO Holding Shares depends upon
        the
        settlement payment that the Up-MACRO Holding Trust will either be required
        to
        make or be entitled to receive under the Settlement Contracts when such
        contracts are settled in connection with Paired Optional Redemptions, early
        terminations or the final scheduled termination of the Up-MACRO Holding Trust.
 
 The
        settlement obligations of the Paired Holding Trusts under the Settlement
        Contracts are fully supported by the cash, government securities and repos
        held
        by each trust.
 
 For
        the
        purpose of determining the underlying value at which Paired Holding Shares
        are
        redeemed or created, each daily recording of the difference between the Closing
        Price and the Starting Level is referred to as the daily calculation of the
        amount due to or from the Up-MACRO Holding Trust under the Settlement Contract.
        If the Closing Price exceeds its Starting Level an asset receivable is recorded
        as being due from the Down-MACRO Holding Trust under the Settlement Contracts.
        If the Closing Price is less than its Starting Level, a liability payable
        to the
        Down-MACRO Holding Trust is recorded under the Settlement Contracts. If the
        Closing Price equals its Starting Level, no accounting entry is
        recorded.
 8
 
 For
        the
        purpose of financial reporting, the settlement contracts constitute derivative
        contracts. Accordingly, the settlement contracts are recorded in the
        consolidated financial statements at fair value, as determined by the
        Administrative Agent. As there is no market for the settlement contracts,
        and no
        such market is expected to develop, the Administrative Agent determines the
        fair
        value of the settlement contracts by reference to various inputs, including
        the
        contractual amount due to or from the other trust, applicable market indices,
        and the prices of transactions in Up-MACRO Tradeable Shares on the AMEX.
        The
        fair value of the settlement contracts as determined in good faith by the
        Administrative Agent could differ from the value that would have been determined
        had a market for the settlement contracts existed, and the differences could
        be
        material. The fair value of the settlement contracts held by the Up-MACRO
        Holding Trust as of September 30, 2007 and on various creation or redemption
        dates during the Reporting Periods for financial reporting purposes was
        different from the value used to determine underlying value, as defined
        previously.
 
 **Income
        Distribution Agreement**
 
 Under
        the
        Income Distribution Agreement with the Down-MACRO Holding Trust, the Up-MACRO
        Holding Trust, on each quarterly distribution date, is either (1) required
        to
        pay all or a portion of its income from its government securities and repos,
        after deduction of a fixed number of basis points (a basis point being 1/100
        of
        one percent) for the payment of fees and expenses, to the Down-MACRO Holding
        Trust or (2) entitled to receive all or a portion of the Down-MACRO Holding
        Trust's income, after the Down-MACRO Holding Trust has deducted a fixed number
        of basis points for payment of its expenses and fees, based on its daily
        accrued
        income for each day during the preceding calendar quarter and the Closing
        Price
        for that day.
 
 For
        the
        purpose of determining the underlying value at which Paired Holding Shares
        are
        redeemed or created, if the Closing Price on any New York Business Day exceeds
        its Starting Level, the Up-MACRO Holding Trust records a payment obligation
        to
        be made to it by the Down-MACRO Holding Trust under the Income Distribution
        Agreement as an asset receivable for that day. If the Closing Price is less
        than
        its Starting Level on any New York Business Day, the Up-MACRO Holding Trust
        records a liability payable to the Down-MACRO Holding Trust under the Income
        Distribution Agreement. If the Closing Price equals its Starting Level, no
        accounting entry is recorded. For any day that is not a New York Business
        Day,
        the Closing Price from the last preceding New York Business Day is used to
        calculate the asset or liability under the Income Distribution Agreement
        for
        that day. The assets receivable and liabilities payable for each day by the
        Up-MACRO Holding Trust are netted in order to determine whether the Trust
        will
        make a payment to, or be entitled to receive a payment from, the Down-MACRO
        Holding Trust on the quarterly distribution date, prior to distributing its
        income to its shareholders.
 
 For
        the
        purpose of financial reporting, the income distribution contract constitutes
        a
        derivative contract. Accordingly, the income distribution contract is recorded
        in the consolidated financial statements at fair value, as determined by
        the
        Administrative Agent. As there is no market for the income distribution
        contract, and no such market is expected to develop, the Administrative Agent
        determines the fair value of the income distribution contract by reference
        to
        various inputs, including the contractual amount due to or from the other
        trust
        as well as the factors considered in the valuation of the settlement contracts
        as described above. The fair value of the income distribution contract as
        determined in good faith by the Administrative Agent could differ from the
        value
        that would have been determined had a market for the income distribution
        contract existed, and the differences could be material. The fair value of
        the
        income distribution contract held by the Up-MACRO Holding Trust as of September
        30, 2007 and on various creation or redemption dates during the Reporting
        Periods for financial reporting purposes was different from the value used
        to
        determine underlying value, as defined previously.
 
 **Federal
        Income Taxes**
 
 The
        Up-MACRO Tradeable Trust is treated as a grantor trust for federal income
        tax
        purposes and, therefore, no provision for federal income taxes is required.
        The
        Up-MACRO Holding Trust is treated as a partnership for federal income tax
        purposes and, therefore, no provision for federal income taxes is
        required.
 9
 
 (iii)
              Operating
                  Expenses and Related Party Waivers
 
 All
        operating expenses of the Up-MACRO Tradeable Trust are paid by the Up-MACRO
        Holding Trust. Because the Up-MACRO Tradeable Trust invests solely in the
        shares
        of the Up-MACRO Holding Trust, its investments are subject to the operating
        expenses charged by the Up-MACRO Holding Trust.
 
 Operating
        expenses are deducted daily from the income earned by the Up-MACRO Holding
        Trust
        (and, if income is insufficient during any quarter, from the assets of the
        Up-MACRO Holding Trust) in an amount equal to the product of the trust's
        assets,
        including Treasuries and cash (but excluding the value of the settlement
        contracts and the income distribution agreement), held by the Up-MACRO Holding
        Trust on each day (the " **Up-MACRO
        Asset Amount** ")
        and
        (i) a rate of 160 basis points (one basis point equals 0.01%) per annum until
        the second anniversary of the formation of the Up-MACRO Holding Trust and
        (ii) a
        rate of 150 basis points per annum thereafter.
 
 C1.
              Related
                  Party Expenses and Waivers
 
 If
        actual
        operating expenses incurred by the Up-MACRO Holding Trust and the Up-MACRO
        Tradeable Trust exceed the applicable fee deduction annual rate of 160 or
        150
        basis points, MacroMarkets LLC and MACRO Financial, LLC have agreed to waive
        all
        or a portion of their respective fees. If, after the waiver, a shortfall
        remains, the Depositor will assume these expenses. To the extent there is
        a
        surplus, the Depositor is entitled to the excess.
 
 During
        the third quarter Claymore Securities, Inc. made all investment decisions
        for
        the Up-MACRO Holding Trust and beginning October 1, 2007 the investment
        decisions will be made by MacroMarkets LLC. Pursuant to the Up-MACRO Holding
        Trust Agreement, the Up-MACRO Holding Trust pays MacroMarkets LLC a fee that
        accrues daily at an annualized rate of 0.35% of the Up-MACRO Asset Amount
        for
        acting as the Administrative Agent. The fees for the three-months ended
        September 30, 2007 were $18,589 and for the nine-months ended September 30,
        2007
        were $57,983, all of which were waived.
 
 The
        Up-MACRO Holding Trust pays (a) MacroMarkets LLC, in addition, (i) a licensing
        fee for the use of its intellectual property related to the patented MACROs
        structure, which accrues daily at an annualized rate of 0.10% on the Up-MACRO
        Asset Amount, (ii) a structuring fee for structuring the product, which accrues
        at an annualized rate of 0.20% on the Up-MACRO Asset Amount and pays (b)
        MACRO
        Financial, LLC, an affiliate of MacroMarkets LLC, a marketing fee for acting
        as
        an additional Marketing Agent for the trust, which accrues daily at an
        annualized rate of 0.10% of the Up-MACRO Asset Amount. The MacroMarkets LLC
        and
        MACRO Financial, LLC fees for acting in these capacities for the three-months
        ended September 30, 2007 were $21,244 and for the nine-months ended September
        30, 2007 were $66,266, all of which were waived by MacroMarkets LLC and MACRO
        Financial, LLC. Through September 30, 2007, a shortfall remained after these
        fee
        waivers. As a result, the Depositor assumed this expense shortfall.
 
 C2.
              Trustee
                  Fees
 
 Pursuant
        to the Declaration of Up-MACRO Holding Trust, the Trustee receives a fee
        with
        respect to the services for the Up-MACRO Holding Trust an amount equal to
        the
        product of a per annum rate of 0.08% and the Up-MACRO Asset Amount on such
        day.
        During the Reporting Period, a minimum Trustee fee was allocated to the Up-MACRO
        Holding Trust. Trustees fees for the three-months ended September 30, 2007
        were
        $106,564 and for the nine-months ended September 30, 2007 were $239,030.
        In
        addition, the Trustee receives a fee of $2,000 directly from the Authorized
        Participants in connection with each paired issuance or paired optional
        redemption.
 10
 
 State
        Street Bank and Trust Company, a Massachusetts trust company, as successor
        to
        Investors Bank & Trust Company, is the " **Custodian** "
        of the
        Trust assets on behalf of the Up-MACRO Holding Trust.
 
 D.
              Distributions
 
 The
        Trustee of the Up-MACRO Holding Trust will make quarterly and final
        distributions to each person who was a " **Registered
        Owner,** "
        which
        is the depository or nominee thereof in which name the Up-MACRO Holding Shares
        are registered, on the record date that preceded such distribution date.
        The
        quarterly and final distributions will be made after all expenses of the
        Up-MACRO Holding Trust have been paid. The amount of the quarterly distributions
        may consist of interest and other income received on the debt securities
        issued
        by the U.S. government and repos, income received by the Up-MACRO Holding
        Trust
        under the Income Distribution Agreement, and all paid-in interest associated
        with any paired issuances. For the quarters ended September 30, 2007, June
        30,
        2007 and March 31, 2007, the distributions were approximately $0.4577, $0.5230,
        and $0.4992 ($0.1526, $0.1743, and $0.1664 per share), respectively, after
        giving effect to the share split described in Note J. For the period ended
        December 31, 2006, the distribution was approximately $0.1627 ($0.0542 per
        share
        after giving effect to the share split described in Note J.)
 
 Share
        Transactions
 
 For
        the
        nine-months ended September 30, 2007, 250,000 of the Up-Macro Holding Trust
        shares were created at the value of the equity attributable to such units
        of
        $15,832,226, with an underlying value of $14,667,000. The Up-MACRO Holding
        Trust
        receives, for each share issued, cash equal to the Starting Level ($60) and
        the
        equalization amount. The increase/decrease in the contractual value of the
        settlement contracts resulting from creations results in the net increase
        in net
        assets per share on creations being equal to underlying value per share on
        the
        date of issuance. Similarly, the increase/decrease in the fair value of the
        settlement contracts from creations results in the net increase in net assets
        from creations for financial reporting purposes being equal to equity
        attributable to such shares on the date of issuance. Accordingly, such
        increase/decrease in fair value is included as part of the
        contributions/redemptions in the Consolidated Statement of changes in
        Shareholders' Equity. For the nine-months ended September 30, 2007, 450,000
        of
        Up-MACRO Holding Trust shares were redeemed at the value of the equity
        attributable to such shares of $27,775,409 with an underlying value of
        $25,448,500.
 
 (iv)
              Indemnifications
 
 Under
        the
        Up-MACRO Holding Trust's organizational documents, the Depositor, the Trustee,
        NYMEX and MacroMarkets LLC are indemnified by the Up-MACRO Holding Trust
        and the
        Up-MACRO Tradeable Trust against any liability or expense that any of them
        may
        incur in connection with the service and licensing agreements into which
        they
        entered with the Up-MACRO Holding Trust and Up-MACRO Tradeable Trust that
        is not
        the result of gross negligence, bad faith, willful misconduct or reckless
        disregard on their part. The Up-MACRO Holding Trust's and the Up-MACRO Tradeable
        Trust’s maximum exposure under these indemnification arrangements (as set forth
        in their respective trust agreements and certain licensing agreements) is
        unknown and dependent upon future claims that may be made against the Up-MACRO
        Holding Trust and the Up-MACRO Tradeable Trust based on events that have
        not yet
        occurred. However, the Up-MACRO Tradeable Trust expects the risk of loss
        to be
        remote.
 
 (v)
              New
                  Accounting Pronouncements
 
 On
        September 15, 2006, the Financial Accounting Standards Board (FASB) issued
        Statement of Financial Accounting Standards No. 157, "Fair Value Measurements"
        (" **SFAS
        No. 157** "). 
        SFAS No. 157 defines fair value, establishes a framework for measuring fair
        value in accordance with generally accepted accounting principles and expands
        disclosure about fair value measurements.  SFAS No. 157 is effective for
        fiscal years beginning after November 15, 2007.  The Depositor of the
        Up-MACRO Holding Trust is currently evaluating the impact the adoption of
        SFAS
        No. 157 will have on the Up-MACRO Holding Trust's consolidated financial
        statement disclosures.
 11
 
 On
        June
        18, 2007, the American Institute of Certified Public Accountants' (AICPA)
        Accounting Standards Executive Committee (AcSEC) issued Statement of Position
        (SOP) 07-1, "Clarification of the Scope of the Audit and Accounting Guide"
        Investment Companies and "Accounting by Parent Companies and Equity Method
        Investors for Investments in Investment Companies." The SOP provides guidance
        for determining whether an entity is within the scope of the AICPA Audit
        and
        Accounting Guide for Investment Companies (the Guide). For those entities
        that
        are investment companies under the SOP, it also addresses whether the
        specialized industry accounting principles of the Guide should be retained
        by a
        parent company in consolidation or by an investor that has the ability to
        exercise significant influence over the investment company and applies the
        equity method of accounting to its investment in the entity (referred to
        as an
        equity method investor). In addition, the SOP includes certain disclosure
        requirements for parent companies and equity method investors in investment
        companies that retain Investment Company accounting in the parent company's
        consolidated financial statements or the financial statements of an equity
        method investor. SOP 07-1 is effective for fiscal years beginning on or after
        December 15, 2007. The Depositor of the Up-MACRO Tradeable Trust is currently
        evaluating the scope of SOP 07-1 and the impact it will have on the Up-MACRO
        Tradeable Trust's financial statement disclosures.
 
 (vi)
              Concentration
                  Risk
 
 The
        Up-MACRO Tradeable Trust invests solely in the Up-MACRO Holding Trust. The
        Up-MACRO Holding Trust's performance at underlying value is determined by
        the
        daily Closing Price of NYMEX light sweet crude oil futures contracts. Therefore,
        the primary risk of loss to the Up-MACRO Holding Trust comes from fluctuations
        in the Closing Price of crude oil futures contracts. The maximum price level
        of
        crude oil futures for which the Up-MACRO Holding Trust can deliver investment
        returns at underlying value corresponding to the price of such crude oil
        futures
        is equal to twice the Starting Level. (Conversely, the minimum price level
        of
        crude oil futures for which the Down-MACRO Holding Trust can deliver inverse
        investment returns at underlying value corresponding to the price of such
        crude
        oil futures is equal to twice the Starting Level $120.) Also, the Up-MACRO
        Holding Trust and the Up-MACRO Tradeable Trust are exposed to possible
        indemnification obligations, as described above. An additional risk comes
        from
        interest rate fluctuations, which affects the total amount of income earned
        by
        the Paired Holding Trusts. In addition, State Street Bank and Trust Company
        holds 100% of the cash and cash equivalents on deposit. There are risks in
        terms
        of exposure to State Street Bank and Trust Company in that the Up-MACRO Holding
        Trust may potentially lose all or a portion the cash that is held at State
        Street Bank and Trust Company.
 
 (vii)
              Termination
                  of the Trust
 
 The
        Up-MACRO Tradeable Trust will terminate in connection with any termination
        of
        the Up-MACRO Holding Trust. The Up-MACRO Holding Trust will be terminated
        in
        December of 2026. On such date, the holders of any Up-MACRO Holding Shares
        which
        remain outstanding will receive the net assets of the Up-MACRO Holding Trust
        after the settlement and termination of all outstanding Settlement Contracts
        in
        the same manner as such contracts would be settled and terminated in connection
        with any Paired Optional Redemption. The Up-MACRO Tradeable Trust passes
        through
        to its shareholders the per share net asset value it receives on the Up-MACRO
        Holding Shares it holds on deposit on the final distribution date. The Income
        Distribution Agreement will also be terminated on this date, but no settlement
        obligations will be due thereunder.
 12
 
 Additional
        termination events of the Up-MACRO Holding Trust consist of (i) any event
        in
        which any of the Paired Holding Trusts or the Tradeable Trusts (collectively,
        the " **MACRO**  **Trusts** ")
        become
        insolvent or bankrupt; (ii) any of the MACRO Trusts become required to register
        as "investment companies" under the Investment Company Act of 1940, as amended;
        (iii) the MACRO Trusts are prohibited from using, or NYMEX or the applicable
        substitute oil price provider does not establish, a settlement price for
        light
        sweet crude oil futures or the applicable substitute reference oil price
        for
        five consecutive New York Business Days and no other substitute oil benchmark
        is
        identified and approved by the shareholders and/or the Depositor is unable
        to
        negotiate a licensing arrangement with any such substitute oil price provider;
        (iv) the Closing Price falls to only 15% of its Starting Level (at which
        Closing
        Price the Up-MACRO Holding Trust would be entitled to retain only 15% of
        its own
        assets under the Settlement Contracts) or the Closing Price rises to a level
        that is equal to 185% of its Starting Level (at which Closing Price the Up-MACRO
        Holding Trust would be entitled to receive all but 15% of the Down-MACRO
        Holding
        Trust's assets); and (v) the reduction of the funds on deposit in either
        of the
        Paired Holding Trusts to an amount below $10 million; and (vi) the amount
        of
        cash and U.S. government securities on deposit in the Up-MACRO Holding Trust
        or
        the Down-MACRO Holding Trust is reduced to $50 million or less after previously
        reaching an amount equal to $200 million or more, or the failure on the part
        of
        the Paired Holding Trusts to each hold cash and U.S. government securities
        in an
        amount equal to at least $200 million after six months or more have elapsed
        since the commencement of operations and the Depositor elects to terminate
        the
        Paired Holding Trusts. As of May 29, 2007, six months had elapsed since the
        commencement of operations of the Paired Holding Trusts and they held
        approximately $48.3 million of cash and government securities. Therefore,
        because the Paired Holding Trusts did not each hold cash and U.S. government
        securities in an amount equal to at least $200 million, after six months
        had
        elapsed since the Closing Date, the Depositor has the right, for so long
        as such
        $200 million threshold has not been reached, to terminate each of the Paired
        Holding Trusts. However, the Depositor currently has no intention of terminating
        the Paired Holding Trusts.
 
 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.
 
 (viii)
              Subsequent
                  Event
 
 On
        October 2, 2007, the Depositor announced a three-for-one split of the
        MACROshares Oil Up Tradeable Shares (formerly known as the Claymore MACROshares
        Oil Up Tradeable Shares). Each shareholder of record at the close of business
        on
        October 19, 2007 received two additional shares for every one share held
        on the
        record date. The payable date for the additional shares was October 22, 2007.
        Trading began on a split adjusted basis on October 23, 2007. The total number
        of
        authorized shares remains unlimited and the associated par value was reduced
        from $60 to $20 by this action. The share split requires retroactive restatement
        of all historical per share data in all financial statements filed subsequent
        to
        October 22, 2007. All references to the number of shares outstanding,
        contributed and redeemed in the Financial Statements and Notes to the Financial
        Statements have not been retroactively adjusted to give effect to the share
        split. The net income per share and weighted average shares outstanding
        disclosed in the Consolidated Statement of Operations and the per share
        distribution amounts disclosed in the Consolidated Statement of Changes in
        Shareholders’ Equity have been restated to give effect to the share
        split.
 13
 
 Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations****
 
 *The
        following discussion and analysis should be read in conjunction with the
        financial statements and accompanying notes filed as part of this
        report.*
 
 **INTRODUCTION**
 
 ***Overview
        of the Trust's Structure***
 
 The
        assets of the Up-MACRO holding trust consist of an income distribution agreement
        and settlement contracts entered into with the Down-MACRO holding trust.
        The
        Up-MACRO holding trust also holds U.S. Treasuries and repurchase agreements
        on
        U.S. Treasuries to secure its obligations under the income distribution
        agreement and the settlement contracts. The Up-MACRO holding trust makes
        quarterly distributions of its net income and a final distribution of all
        assets
        it holds on deposit on the final scheduled termination date, an early
        termination date or a redemption date. Each quarterly and final distribution
        will take into consideration the settlement price of NYMEX light sweet crude
        oil
        futures contract of a designated maturity, as established and reported by
        NYMEX
        on each price determination day (such price, the " **Applicable
        Reference Price of Crude Oil** ").
        The
        starting level for the Applicable Reference Price of Crude Oil for purposes
        of
        distributions on the Up-MACRO tradeable shares is $60.00. The obligations
        under
        the settlement contracts on the final scheduled termination date, an early
        termination date or a redemption date are determined based on the Applicable
        Reference Price of Crude Oil on the last preceding price determination day
        and
        the percentage change of such price from the starting level.
 
 The
        assets of the Up-MACRO tradeable trust consist of Up-MACRO holding shares.
        The
        Up-MACRO tradeable trust passes through any quarterly distributions made
        on the
        Up-MACRO holding shares it holds on deposit and any final distribution made
        on
        those Up-MACRO holding shares on the earlier of the final scheduled termination
        date and an early termination date upon receipt by the Up-MACRO tradeable
        trust
        of any of these distributions. Up-MACRO tradeable shares may be exchanged
        at any
        time by authorized participants for the underlying Up-MACRO holding shares
        on a
        one-to-one basis in minimum lots of 50,000 shares.
 
 The
        Up-MACRO tradeable shares trade on the American Stock Exchange under the
        symbol
“UCR”.
 
 ***Daily
        Reporting***
 
 The
        American Stock Exchange or the "AMEX" acts as a calculation agent for the
        Up-MACRO holding trust, the Up-MACRO tradeable trust, the Down-MACRO holding
        trust and the Down-MACRO tradeable trust. Throughout each price determination
        day (as defined in the prospectus), from the opening of trading on NYMEX
        to the
        close of trading of the tradeable shares on the AMEX, the AMEX calculates
        and
        posts every fifteen seconds to the consolidated tape and on its website located
        at http://www.amex.com/amextrader, immediately following each transmission
        from
        NYMEX of the current market price of the light sweet crude oil futures contract
        of the designated maturity, an indicative per share underlying value of one
        Up-MACRO holding share and one Up-MACRO tradeable share. At the end of each
        price determination day, the AMEX also calculates the premium or discount
        of the
        midpoint of the bid/offer for the Up-MACRO tradeable shares on the AMEX to
        the
        per share underlying value of those shares for such price determination day
        that
        is calculated and provided to the AMEX by the trustee.
 14
 
 The
        following table sets forth, for the period indicated, the high and low per
        share
        underlying values (as defined in the prospectus) for the Up-MACRO tradeable
        shares.
 
 **Three
                  Months Ended September 30, 2007**
              
              High
              
              LowThird
                  Quarter (beginning July 1, 2007)
              
              $82.89
                  ($27.63*)
              
              $69.61
                  ($23.20*)
 *After
        giving effect to the share split described in Note J to the Consolidated
        Financial Statements.
 
 ***Per-Share
        Underlying Value of MACRO Tradeable Shares Relative***
 ***to
        the Applicable Reference Price of Crude Oil***
 
 For
        the
        period from July 1, 2007 to September 30, 2007, the per-share underlying
        value
        of the Up-MACRO tradeable shares tracked the Applicable Reference Price of
        Crude
        Oil by an average daily price differential of $0.23 (0.31% of the trust's
        underlying value). The differential ranged from approximately $0.01 to
        approximately $0.46 and increased throughout the period leading up to the
        ex-dividend date of September 26, 2007, at which time the differential between
        the per-share underlying value of the Up-MACRO holding shares and the Applicable
        Reference Price of Crude Oil reverted to approximately $0.01. Exhibit 1a
        illustrates the differential between the per-share underlying value of the
        Up-MACRO holding shares and the Applicable Reference Price of Crude Oil for
        the
        period from July 1, 2007 to September 30, 2007.
 
 Exhibit
        1a
 
 
  The
        differential between the per-share underlying value of the Up-MACRO tradeable
        shares and the Applicable Reference Price of Crude Oil can be attributed
        to
        accrued interest on Treasuries held by the Up-MACRO Holding Trust, after
        accruing for the fees and expenses incurred by the Up-MACRO holding trust.
        Exhibit 1b compares the per-share underlying value of the Up-MACRO tradeable
        shares relative to the Applicable Reference Price of Crude Oil for the period
        from July 1, 2007 to September 30, 2007.
   15
   Exhibit
        1b
  
  For
        the
        period July 1, 2007 to September 30, 2007, the per-share underlying value
        of the
        Down-MACRO tradeable shares tracked the inverse of the Applicable Reference
        Price of Crude Oil by an average daily price differential of $0.14 (0.31%
        of the
        trust's underlying value). The differential ranged from approximately $0.01
        to
        approximately $0.28 and increased throughout the period leading up to the
        ex-dividend date of September 26, 2007, at which time the differential between
        the per-share underlying value of the Down-MACRO tradeable shares and the
        inverse of the Applicable Reference Price of Crude Oil reverted to approximately
        $0.01. Exhibit 1c illustrates the differential between the per-share underlying
        value of the Down-MACRO tradeable shares and the inverse of the Applicable
        Reference Price of Crude Oil for the period from July 1, 2007 to September
        30,
        2007.
   16
   Exhibit
        1c
  
  The
        differential between the per-share underlying value of the Down-MACRO tradeable
        shares and the inverse of the Applicable Reference Price of Crude Oil can
        be
        attributed to accrued interest on Treasuries held by the Down-MACRO holding
        trust, after accruing for the fees and expenses incurred by the Down-MACRO
        holding trust. Exhibit 1d compares the per-share underlying value of the
        Down-MACRO 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
  
 
 
 
 Market
        prices for the Up-MACRO tradeable shares and Down-MACRO tradeable shares
        are
        determined in trading on the AMEX and diverged from the respective per-share
        underlying values of the Up-MACRO tradeable shares and Down-MACRO tradeable
        shares for the period from July 1, 2007 to September 30, 2007. This divergence
        appears to reflect changes in investors’ long-term price expectations for the
        price of crude oil as implied by the NYMEX light sweet crude oil futures
        curve.
        The futures curve plots the short-to longer-dated NYMEX light sweet crude
        oil
        futures contracts trading in the marketplace.
 
 For
        the period from July 1, 2007 to September 30, 2007, the daily market price
        change of Up-MACRO tradeable shares exhibited a 0.593 correlation to the
        change
        in the per-share underlying value of the Up-MACRO tradeable shares. The average
        daily market price of the Up-MACRO tradeable shares was $45.49 from July
        1, 2007
        to September 30, 2007, compared to an average per-share underlying value
        of
        $45.10 for the Up-MACRO tradeable shares over the same period. Exhibit 2a
        illustrates the market price performance of the Up-MACRO tradeable shares
        compared to (1) the per-share underlying value of the Up-MACRO tradeable
        shares,
        (2) the applicable reference price of oil and (3) the NYMEX light sweet crude
        oil futures contract 12 months beyond the applicable reference price of crude
        oil.
 
 **Review
        of Financial Results**
 
 Results
        of Operations
 
 On
        November 29, 2006, the Up-MACRO tradeable trust established its starting
        level
        at $60.00 per share and issued 200,000 shares to the initial authorized
        purchaser, KV Execution Services LLC, in exchange for $12,000,000 in cash.
        Such
        shares were issued at their initial underlying value of $62.45 per share.
        Since
        this date, the Up-MACRO tradeable trust's underlying value grew from
        approximately $12,500,000 at November 29, 2006, to approximately $28,591,500
        at
        September 30, 2007 due to 600,000 shares (12 units) being created and 450,000
        shares (9 units) being redeemed during the period. During the three months
        period ended September 30, 2007 no creations or redemptions of shares were
        made. Each unit consists of 50,000 shares.
  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
                  income
              
              $
              3,581,611Adjustments
                  to reconcile net income to net cash used in operating
                  activities:Net
                  unrealized appreciation on settlement contracts and income distribution
                  agreement
              
              
              (3,521,445
              )Settlement
                  payments in excess of realized gains on settlementcontracts
                  and income distribution agreement
              
              
              (1,189,500
              )Increase/decrease
                  in operating assets and liabilities:Interest
                  receivable
              
              
              6,277Operating
                  expenses payable
              
              
              2,323Net
                  cash used in operating activities
              
              
              (1,120,734
              )**Cash
                  flows from financing activities:**Contributions
              
              
              15,034,545Redemptions
              
              
              (25,448,500
              )Distributions
              
              
              (493,020
              )Increase
                  in Distribution payable to shareholders
              
              
              70,696Net
                  cash used in financing activities
              
              
              (10,836,279
              )Net
                  decrease in cash and cash equivalents
              
              
              (11,957,013
              )Cash
                  and cash equivalents, beginning of period
              
              
              33,118,800Cash
                  and cash equivalents, end of period
              
              $
              21,161,787
 
 *Valuation
        method of the Settlement Contracts and the Income Distribution Agreement*
 
 For
        the
        purpose of financial reporting, the settlement contracts and income distribution
        agreement constitute derivative contracts. Accordingly, these derivative
        contracts are recorded in the financial statements at fair value, as determined
        by the Administrative Agent. As there is no market for these derivative
        contracts, and no such market is expected to develop, the Administrative
        Agent
        determines the fair value of these derivative contracts by reference to various
        inputs. These inputs include the contractual amount due to or from the other
        trust, applicable market indices, and the prices of transactions in Up-MACRO
        Tradeable Shares on the American Stock Exchange. For most of the reporting
        period, the fair value of these derivative contracts more closely followed
        the
        18-month NYMEX futures contract as opposed to their contractual value. At
        period
        end, the Administrative Agent determined, based upon various inputs the most
        significant of which was transactions for the Up-MACRO Tradeable Shares in
        the
        open market, that fair valuation for these derivative contracts was more
        appropriately based upon the 18-month NYMEX futures contract.
 19
 
 As
        a
        result, the per share value on September 30, 2007, for financial reporting
        purposes, based upon the fair valuation determination of the Administrative
        Agent, was $74.16 ($24.72 per share after giving effect to the share split
        described in Note J to the Consolidated Financial Statements). The per share
        Underlying Value for the same day was $81.66 ($27.22 per share after giving
        effect to the share split described in Note J to the Consolidated Financial
        Statements. The Administrative Agent will continue to evaluate the fair value
        of
        these derivative contracts for each financial reporting period.
 
 *Off-Balance
        Sheet Arrangements*
 The
          Up-MACRO tradeable trust is not a party to any off-balance sheet
          arrangements.
 
 **Item
                    3.**
                **Quantitative
                    and Qualitative Disclosures about Market Risk**
 
 Not
          applicable.
 
 **Item
                    4.**
                **Controls
                    and Procedures**
 
 The
          Depositor maintains disclosure controls and procedures that are designed
          to
          ensure that information required to be disclosed in the Up-MACRO tradeable
          trust's Exchange Act reports is recorded, processed, summarized and reported
          within the time periods specified in the Securities and Exchange Commission's
          rules and forms, and that such information is accumulated and communicated
          to
          the Chief Executive Officer and the Chief Financial Officer of the Depositor,
          and to the audit committee of MacroMarkets LLC which have been authorized
          by its
          Board to oversee the financial reporting of the Up-MACRO 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 Up-MACRO tradeable trust's disclosure controls and procedures, as
          defined
          under Exchange Act Rule 13a-15(e). Based on this evaluation, the Chief
          Executive
          Officer and the Chief Financial Officer of the Depositor concluded that,
          as of
          September 30, 2007, the Up-MACRO tradeable trust's disclosure controls
          and
          procedures were effective.
 
 There
          was
          no change in the Up-MACRO tradeable trust's internal controls over financial
          reporting that occurred during the Up-MACRO tradeable 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.
 20
 
 **Item
                    1A.**
                **Risk
                    Factors**
 
 There
          have been no material changes in the risk factors since last disclosed
          under
          Part I, Item 1A, in our Annual Report on Form 10-K for the period ended
          December
          31, 2006. However, additional disclosure language has been added to the
          prospectus regarding premium and discounts when the futures market experiences
          increased contango and backwardation in their pricing.
 
 **Item
                    2.**
                **Unregistered
                    Sales of Equity Securities and Use of
                    Proceeds**
 
 The
          Up-MACRO tradeable shares are offered on a continuous basis pursuant to
          the
          Up-MACRO holding trust and tradeable trust registration statement (Registration
          No. 333-116566). The proceeds from the sale of the Up-MACRO holding shares
          are
          invested, on each Distribution Date, in U.S. government securities that
          are
          scheduled to mature not later than the immediately following Distribution
          Date
          and over-night repurchase agreements fully collateralized by U.S. government
          securities.
 
 The
          information contained in Part I, Item 2 under Review of Financial Results,
          Results of Operations, is hereby incorporated by reference.
 
 *Dividend*
 
 On
          September 26, 2007, the trustee declared a dividend of $0.457691 per Up-MACRO
          tradeable share ($0.152564 per share after giving effect to the share split
          described in Note J to the Consolidated Financial Statements), which together
          with the dividends declared by the trustee on June 27, 2007, March 28,
          2007 and
          December 27, 2006, accumulates to a total dividend since inception in the
          amount
          of $1.6426 ($0.5475 per share after giving effect to the share split described
          in Note J to the Consolidated Financial Statements) to
          shareholders.
 
 *Issuer
          Purchase of Equity Securities*
 
 The
          Up-MACRO tradeable trust does not purchase shares directly from its
          shareholders. However, in connection with an exchange for Up-MACRO holding
          shares or as part of Paired Optional Redemptions of MACRO units consisting
          of
          50,000 Up-MACRO holding shares and 50,000 Down-MACRO holding shares redeemed,
          respectively, by the Up-MACRO holding trust and the Down-MACRO holding
          trust,
          the Down-MACRO tradeable trust may redeem Down-MACRO tradeable shares in
          units
          of 50,000 shares. From January 1, 2007 to September 30, 2007, 9 units (450,000
          shares) were redeemed.
 
 **Item
                    3.**
                **Defaults
                    Upon Senior Securities**
 
 None.
 
 **Item
                    4.**
                **Submission
                    of Matters to a Vote of Security Holders**
 
 None.
 21
 
 **Item
                    5.**
                **Other
                    Information**
 
 None.
 
 **Item
                    6.**
                **Exhibits**
 
 **Exhibit**
                  **Number**
                
                **Description**—
                
                MACROshares
                    Oil Up Holding Shares and MACROshares Oil Up Tradeable shares
                    prospectus,
                    dated as of November 9, 2007*31.1
                
                Certification
                    Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                    200231.2
                
                Certification
                    Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
                    200232.1
                
                Certification
                    Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                    200232.2
                
                Certification
                    Pursuant to Section 1350 of the Sarbanes-Oxley Act of
                    2002
 
 ______________________
 *****
                **Denotes
                    a document that was previously filed as part of the Registration
                    Statement
                    of the MACROshares Oil Up Holding Trust and the MACROshares Oil
                    Up
                    Tradeable Trust, File No. 333-116566.**
  22
 **SIGNATURES**
   Pursuant
          to the requirements of the Securities Exchange Act of 1934, the registrant
          has
          duly caused this report to be signed on its behalf by the undersigned in
          the
          capacities indicated thereunto duly authorized.
  MACRO
          SECURITIES DEPOSITOR, LLC,
 Depositor
          for the MACROshares
 Oil
          Up
          Tradeable 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