**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K**




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




**For
      the fiscal year ended December 31, 2007**




**or**




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




Commission
      File Number of issuing entity: 333-116566-01




**MACROshares
      Oil Up Holding Trust**


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




Commission
      File Number of depositor: 333-116566




**MACRO
      SECURITIES DEPOSITOR, LLC**


(Exact
      name of depositor as specified in its charter)





**New
                York**
            
            **20-5567874**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**c/o
                State Street Bank**
              **and
                Trust Company**
              **200
                Clarendon Street**
              **Boston,
                MA 02116**


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




**Securities
      registered pursuant to Section 12(b) of the Act:**







(Title
                of each class)
            
            Name
                of each exchange on which registered**None**
            
            **Not
                applicable**




**Securities
      registered pursuant to Section 12(g) of the Act:**


(Title
                of each class)**MACROshares
                Oil Up Holding Shares**







Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities
      Act.           Yes o No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o No x




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 x No o







Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained to the best
      of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check
      one):


Large
                accelerated filero
            
            Accelerated
                filero
            
            Non-accelerated
                filero
              (Do
                not check if a smaller reporting
              company)
            
            Smaller
                reporting
              companyþ




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




Aggregate
      market value of registrant's trust shares held by non-affiliates of the
      registrant, based upon the closing price of a share of the MACROshares Oil
      Up
      Tradeable Shares issued by the MACROshares Oil Up Tradeable Trust on December
      31, 2007 as reported by the American Stock Exchange on that date:
      $45,075,000.




Number
      of
      MACROshares Oil Up Holding Shares outstanding as of December 31, 2007:
      1,500,000




**DOCUMENTS
      INCORPORATED BY REFERENCE: Prospectus of MACROshares Oil Up Holding Shares
      and
      MACROshares Oil Up Tradeable Shares, filed on March 13, 2008 as part of the
      Registration Statement, file no. 333-116566; and**


**1992
      ISDA Master Agreement, dated November 24, 2006, Schedule to 1992 ISDA Master
      Agreement, dated November 24, 2006, Income Distribution Agreement, dated
      November 24, 2006 and Form of Settlement Contract, constituting Exhibits 4.4.1,
      4.4.2, 4.5 and 4.6, respectively, to such Registration
      Statement**




ii




**FORWARD
      LOOKING STATEMENTS**




This
      Annual Report on Form 10-K 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.




Additional
      significant uncertainties and other factors affecting forward-looking statements
      are presented in the Risk Factors section which appears in Item 1A.




iii


**TABLE
      OF CONTENTS**




**Page**


PART
                  I
              
              1Item
                  1.
              Business
              1(a)
              General
              1(b)
              Overview
                  of the World Oil Market
              1(c)
              Description
                  of the Applicable Reference Price of Crude Oil
              1(d)
              The
                  Depositor and Its Affiliates
              2(e)
              The
                  Trustee
              2(f)
              The
                  Administrative Agent
              2(g)
              The
                  Marketing Agents
              2(h)
              Description
                  of the Shares
              2(i)
              Description
                  of the Trusts Agreements
              2(j)
              Material
                  United States Federal Income Tax Consequences
              2(k)
              State
                  Tax Consequences
              2(l)
              Certain
                  ERISA Considerations
              3Item
                  1A
              Risk
                  Factors
              3Item
                  2.
              Properties
              3Item
                  3.
              Legal
                  Proceedings
              3Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              3PART
                  IIItem
                  5.
              Market
                  for Registrant's Common Equity, Related Stockholder Matters and
                  Issuer
                  Purchases of Equity Securities
              3Item
                  6.
              Selected
                  Financial Data
              5Item
                  7.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              6Item
                  7A
              Quantitative
                  and Qualitative Disclosures about Market Risk
              15Item
                  8.
              Financial
                  Statement and Supplementary Data
              15Item
                  9.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              15Item
                  9A
              Controls
                  and Procedures
              15PART
                  III
              
              16Item
                  10.
              Directors
                  and Executive Officers of the Registrant
              16Item
                  11.
              Executive
                  Compensation
              16Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management
              17Item
                  13.
              Certain
                  Relationships and Related Transactions and Director
                  Independence
              17Item
                  14.
              Principal
                  Accountant Fees and Services
              18PART
                  IV
              
              18Item
                  15.
              Exhibits
                  and Financial Statement Schedules
              18FINANCIAL
                  STATEMENTS
              F-1
  iv


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




v




**PART
                I**




**Item
                1.**
            **Business******




**(a)**
            **General**




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 Holding Trust
      (the " **Up-MACRO
      Holding Trust** "),
      the Claymore MACROshares Oil Down Holding Trust (the " **Down-MACRO
      Holding Trust** "),
      the Claymore MACROshares Oil Up Tradeable Trust (the " **Up-MACRO
      Tradeable Trust** ")
      and the Claymore MACROshares Oil Down Tradeable Trust (the " **Down-MACRO
      Tradeable Trust** ").
      Each of the trusts was formed under the laws of the State of New York on
      November 15, 2006.




On
      November 24, 2006, the trust agreement for the Up-MACRO Holding Trust was
      amended and restated to provide for the issuance of Claymore MACROshares Oil
      Up
      Holding Shares, or the "Up-MACRO Holding Shares," which represented undivided
      beneficial interests in the Up-MACRO Holding Trust. On November 29, 2006, the
      Up-MACRO Holding Trust publicly registered its Up-MACRO Holding Shares, however,
      the Up-MACRO Holding Shares were not and will not be listed on any exchange.
      On
      August 27, 2007, the trust agreement for the Up-MACRO Holding Trust was again
      amended and restated, principally for the purpose of changing the name of the
      "Claymore MACROshares Oil Up Holding Trust" and the "Claymore MACROshares Oil
      Up
      Holding Shares" to `the "MACROshares Oil Up Holding Trust" and the "MACROshares
      Oil Up Holding Shares," respectively. On October 1, 2007, the trust agreement
      for the Up-MACRO Holding Trust was amended and restated for the third time
      to
      provide for a three-for-one split of the Up-MACRO Holding Shares, to be effected
      on October 22, 2007 by issuing two additional Up-MACRO Holding Shares for each
      existing share to each person who was a shareholder of record as of October
      19,
      2007, and reducing the par amount of each Up-MACRO holding share from $60 to
      $20. The third amended and restated trust agreement also evidences the
      resignation of Claymore Securities, Inc. as Administrative Agent of the Up-MACRO
      Holding Trust and the appointment of MacroMarkets LLC to act as the successor
      Administrative Agent. MACRO Financial, LLC continues to act as the Marketing
      Agent




The
      Up-MACRO Holding Trust issues and offers Up-MACRO Holding Shares on a continuous
      basis at their underlying value. Each new issuance is made at the request of
      authorized participants in the form of MACRO units consisting of pairs of 50,000
      Up-MACRO Holding Shares and 50,000 MACROshares Oil Down Holding Shares, or
      the
      "Down-MACRO Holding Shares," contemporaneously issued by the MACROshares Oil
      Down Holding Trust, or the "Down-MACRO Holding Trust." A majority of the
      Up-MACRO Holding Shares are held by the Up-MACRO Tradeable Trust, which issues
      on a continuous basis the Up-MACRO Tradeable Shares, currently trading on the
      American Stock Exchange under the symbol "UCR."




The
      objective of the Up-MACRO Holding Trust is to provide investors with investment
      returns that correspond with changes in the Applicable Reference Price of Crude
      Oil, as further described in the prospectus included in the registration
      statement for the Up-MACRO Holding Shares (file no. 333-116566, filed with
      the
      SEC on March 13, 2008,) which is incorporated hereby by reference (the
      "prospectus"), within the range from (i) zero to (ii) twice the starting level
      of $60.




**(b)**
            **Overview
                of the World Oil Market**




A
      detailed description of the world oil market is contained in the prospectus
      included in the registration statement for the Up-MACRO Holding Shares (file
      no.
      333-116566, filed with the SEC on March 13, 2008) of which page 73 of the
      prospectus (beginning with the section entitled "Description of the World Oil
      Market") through page 81 of the prospectus are hereby incorporated by reference
      in response to this Item 1(b).




**(c)**
            **Description
                of the Applicable Reference Price of Crude
                Oil**




A
      detailed description of the Applicable Reference Price of Crude Oil is contained
      in the prospectus included in the registration statement for the Up-MACRO
      Holding Shares (file no. 333-1165660, filed with the SEC on March 13, 2008)
      of
      which page 82 of the prospectus through page 87 of the prospectus are hereby
      incorporated by reference in response to this Item 1(c).




1




**(d)**
            **The
                Depositor and Its
                Affiliates**




A
      detailed description of the Depositor and its affiliates is contained in the
      prospectus included in the registration statement for the Up-MACRO Holding
      Shares (file no. 333-116566, filed with the SEC on March 13, 2008) of which
      page
      49 of the prospectus (beginning with the section entitled "The Depositor")
      are
      hereby incorporated by reference in response to this Item 1(d).




**(e)**
            **The
                Trustee**




A
      detailed description of the trustee is contained in the prospectus included
      in
      the registration statement for the Up-MACRO Holding Shares (file no. 333-116566,
      filed with the SEC on March 13, 2008) of which page 95 of the prospectus
      (beginning with the section entitled "The Trustee") are hereby incorporated
      by
      reference in response to this Item 1(e).




**(f)**
            **The
                Administrative Agent**




A
      detailed description of the administrative agent is contained in the prospectus
      included in the registration statement for the Up-MACRO Holding Shares (file
      no.
      333-116566, filed with the SEC on March 13, 2008) of which page 96 of the
      prospectus (beginning with the section entitled "The Administrative Agent")
      is
      hereby incorporated by reference in response to this Item 1(f).




**(g)**
            **The
                Marketing Agent**




A
      detailed description of the Marketing Agent is contained in the prospectus
      included in the registration statement for the Up-MACRO holding shares (file
      no.
      333-116566, filed with the SEC on March 13, 2008) of which page 97 of the
      prospectus (beginning with the section entitled "The Marketing Agent") is hereby
      incorporated by reference in response to this Item 1(g).




**(h)**
            **Description
                of the Shares**




A
      detailed description of the Up-MACRO Holding Shares is contained in the
      prospectus included in the registration statement for the Up-MACRO Holding
      Shares (file no. 333-116566, filed with the SEC on March 13, 2008) of which
      page
      54 of the prospectus (beginning with the section entitled "Description of the
      Up
      MACRO Tradeable and Holding Shares") through page 73 of the prospectus and
      page
      88 of the prospectus (beginning with the section entitled "Description of the
      Up
      MACRO Tradeable Trust Assets") through page 94 of the prospectus are hereby
      incorporated by reference in response to this Item 1(h).




**(i)**
            **Description
                of the Trust****’s
                Agreements**




A
      detailed description of the trust’s agreements is contained in the prospectus
      included in the registration statement for the Up-MACRO Holding Shares (file
      no.
      333-116566, filed with the SEC on March 13, 2008) of which page 51 of the
      prospectus (beginning with the section entitled "Formation of the Paired Holding
      Trusts and the Up-MACRO Tradeable Trust") through page 52 of the prospectus
      and
      page 94 of the prospectus (beginning with the section entitled "Description
      of
      the Trusts Agreements") through page 106 of the prospectus are hereby
      incorporated by reference in response to this Item 1(i).




**(j)**
            **Material
                United States Federal****Income
                Tax Consequences**




A
      detailed description of material United States federal income tax consequences
      is contained in the prospectus included in the registration statement for the
      Up-MACRO Holding Shares (file no. 333-116566, filed with the SEC on March 13,
      2008) of which page 106 of the prospectus (beginning with the section entitled
      "Material United States Federal Income Tax Consequences") through page 114
      of
      the prospectus are hereby incorporated by reference in response to this Item
      1(j).




**(k)**
            **State
                Tax Consequences**




A
      detailed description of state tax consequences is contained in the prospectus
      included in the registration statement for the Up-MACRO Holding Shares (file
      no.
      333-116566, filed with the SEC on March 13, 2008) of which page 114 of the
      prospectus (beginning with the section entitled "State Tax Consequences") is
      hereby incorporated by reference in response to this Item 1(k).




2




**(l)**
            **Certain
                ERISA Considerations**




A
      detailed description of certain ERISA consideration is contained in the
      prospectus included in the registration statement for the Up-MACRO Holding
      Shares (file no. 333-116566, filed with the SEC on March 13, 2008) of which
      page
      114 of the prospectus (beginning with the section entitled "Certain ERISA
      Considerations") through page 115 of the prospectus are hereby incorporated
      by
      reference in response to this Item 1(l).




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


A
      detailed description of the risk factors applicable to the Up-MACRO Holding
      Trust is contained in the prospectus included in the registration statement
      for
      the Up-MACRO Holding Shares (file no. 333-116566, filed with the SEC on March
      13, 2008) and page 31 through 49 of the prospectus (excluding the section
      entitled "The Glossary") is hereby incorporated by reference in response to
      this
      Item 1A.




**Item
                2.**
            **Properties******




Not
      applicable.




**Item
                3.**
            **Legal
                Proceedings******




None.




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




None.




**PART
                II**




**Item
              5.**
            **Market
                for Registrant's Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities******




The
      Up-MACRO Holding Shares are not listed on any exchange.. The Up-MACRO Holding
      Shares may only be held by qualified institutional buyers (as defined in Rule
      144A under the Securities Act),authorized participants (as defined in the
      prospectus), and the Up-MACRO Tradeable Trust.




As
      of
      December 31, 2007, all of the outstanding Up-MACRO Holding Shares are held
      by
      the Up-MACRO Tradeable Trust. Because the Up-MACRO Holding Shares are not listed
      on any exchange, high and low sales prices and bid information are unavailable
      for the Up-MACRO Holding Shares. The following table sets forth, for the period
      indicated, the high and low per share underlying values (as defined in the
      prospectus) for the Up-MACRO Holding Shares.




3




**High**
            
            **Low****Fiscal
                Year Ended December 31, 2007**Fourth
                Quarter
            
            $32.83
            
            $26.36Third
                Quarter
            
            $27.63
            
            $23.20Second
                Quarter
            
            $23.57
            
            $20.53First
                Quarter
            
            $22.02
            
            $17.11**Fiscal
                Year Ended December 31, 2006**Fourth
                Quarter (beginning November 29, 2006)
            
            $21.40
            
            $20.12




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




*Dividend*


**Declared
                on:**
            
            **Per
                share**December
                27, 2007
            
            $0.1525September
                26, 2007
            
            $0.1526June
                27, 2007
            
            $0.1743March
                28, 2007
            
            $0.1664December
                27, 2006
            
            $0.0542




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




Issuer
      Purchase of Equity Securities




The
      Up-MACRO Holding Trust does not purchase shares directly from its shareholders.
      However, in connection with Paired Optional Redemptions (as defined in the
      prospectus), the Up-MACRO Holding Trust may redeem Up-MACRO Holding Shares
      (as
      part of the Paired Optional Redemption of MACRO units consisting of 50,000
      Up-MACRO Holding Shares and 50,000 Down-MACRO Holding Shares; the Down-MACRO
      Holding Shares included in such MACRO units would be contemporaneously redeemed
      by the Down-MACRO holding trust). From November 29, 2006 (the day on which
      Up-MACRO Holding Shares were first publicly registered) to December 31, 2006,
      no
      units were redeemed. During the year ended December 31, 2007 there were 450,000
      shares redeemed.




Prior
      to
      November 29, 2006, the Depositor and Claymore Securities, Inc. each made an
      initial deposit of $500 (the "Founders’ Equity") into the Up-MACRO Holding
      Trust. During the period ended December 31, 2006, the Founders’ Equity of the
      Up-MACRO Holding Trust in the amount of $1,000 was redeemed.




4




**Item
                6.**
            **Selected
                Financial Data******




The
      following selected financial data should be read in conjunction with the
      Up-MACRO Holding Trust's financial statements and related notes and
      "Management's Discussion and Analysis of Financial Condition and Results of
      Operations."




**Statement
      of Operations Data:**




**For
                the Year Ended**
              **December
                31, 2007**
            
            **For
                the Period Ended**
              **December
                31, 2006*****Investment
                Income**Interest
            
            $
            1,004,935
            
            $
            104,576Total
                investment income
            
            
            1,004,935
            
            
            104,576**Expenses******Operating
                expenses
            
            
            372,136
            
            
            33,576Net
                investment income
            
            
            632,799
            
            
            71,000**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized appreciation on settlement
              contracts
                and income distribution agreement
            
            
            11,000,127
            
            
            346,147Net
                realized loss on settlement
              contracts
                and income distribution agreement
            
            
            (406,901
            )
            
            -Net
                realized and unrealized gain
            
            
            10,593,226
            
            
            346,147Net
                income
            
            $
            11,226,025
            
            $
            417,147Net
                income per share - See Note E
            
            $
            9.68
            
            $
            0.36Weighted
                average shares outstanding - See Note E
            
            
            1,159,178
            
            
            1,159,092




* For
      the
      period November 29, 2006 (commencement of operations) through December 31,
      2006.




**Statement
      of Financial Condition Data:**




**December
                31, 2007**
            
            **December
                31, 2006**Total
                assets
            
            $
            45,292,428
            
            $$
            34,932,569Total
                liabilities
            
            
            340,700
            
            
            123,071Equity
                attributable to Up-MACRO Holding Shares
            
            
            44,951,728
            
            
            34,809,498**Total
                Liabilities and Shareholders’ Equity (1)**
            
            $
            45,292,428
            
            $
            34,932,569





(1)
            Authorized
                share capital is unlimited and share par value is $20.00 and $60.00
                as of
                December 31, 2007 and 2006, respectively. 1,500,000 and 550,000 shares
                were issued and outstanding as of December 31, 2007 and 2006,
                respectively.




5




**Item
                7.**
            **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 contracts of a designated maturity, as established and reported by
      NYMEX
      on each price determination day. The starting level for the Applicable Reference
      Price of Crude Oil for purposes of distributions on the Up-MACRO Holding Shares
      is $60.00. The obligations under the settlement contracts on the final scheduled
      termination date, an early termination date or a redemption date are determined
      based on the Applicable Reference Price of Crude Oil on the last preceding
      price
      determination day and the percentage change of such price from the starting
      level.




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




The
      Up-MACRO Holding Trust distributes quarterly to its shareholders the income
      from
      government securities and overnight repurchase agreements (“Treasuries”) it
      holds on deposit during such quarter, less the fee deduction amount, plus or
      minus, in accordance with the income distribution agreement, amount received
      from or paid to, as applicable, the Down-MACRO Holding Trust. Final
      distributions are made to shareholders on the earlier of the final scheduled
      termination date and an early termination date. Up-MACRO Holding Shares may
      be
      exchanged at any time by authorized participants for the Up-MACRO Tradeable
      Shares on a one-to-one basis in minimum lots of 50,000 shares.




***Daily
      Reporting***




The
      American Stock Exchange or the "AMEX" acts as a calculation agent for the
      Up-MACRO Holding Trust, the Up-MACRO Tradeable Trust, the Down-MACRO Holding
      Trust and the Down-MACRO Tradeable Trust. Throughout each price determination
      day (as defined in the prospectus), from the opening of trading on NYMEX to
      the
      close of trading of the Tradeable Shares on the AMEX, the AMEX calculates and
      posts every fifteen seconds to the consolidated tape and on its website located
      at http://www.amex.com/amextrader, immediately following each transmission
      from
      NYMEX of the Applicable Reference Price of Crude Oil, 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 mid-point 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.




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





For
      the
      purpose of the following discussion, Up-MACRO Holding Shares and Up-MACRO
      Tradeable Shares are together referred to as Up-MACRO (“UCR”) and Down-MACRO
      Holding Shares and Down-MACRO Tradeable Shares are together referred to as
      Down-MACRO (“DCR”)





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


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




6




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





Two
      significant events occurred during the second half of 2007. First, Claymore
      Securities, Inc. resigned as the Administrative Agent and Marketing Agent.
      MacroMarkets, LLC was appointed as the successor Administrative Agent for the
      Up-MACRO Tradeable Trust and the Up-MACRO Holding Trust, as well as for the
      Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust. MACRO Financial,
      LLC continued to act as Marketing Agent for the four trusts.





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





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





Day
      one
      of the trusts (pre share split):





UCR
      =$60.00 per share


DCR
      =$60.00 per share





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





Post
      Share Split Example;





UCR=
      $60.00/3 or $20.00 per share


DCR=
      $60.00/3 or $20.00 per share





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





For
      year
      ended December 31, 2007 the results of all performance graphs and analysis
      within this report have been share split adjusted.





MACRO
      Financial, LLC, the marketer, continues to dedicate resources to educating
      investors about the new product structure of MacroShares. Certain critics,
      who
      we believe have not committed sufficient effort to understanding the MacroShares
      prospectus or discussing the product with MACRO Financial, LLC personnel,
      continue to want to compare MacroShares to ETFs. These bloggers attempted to
      explain the performance of MacroShares using the performance attributes of
      ETFs.
      However, no ETF is created in pairs and no ETF attempts to deliver the
      performance without supporting their performance by holding the underlying
      securities contained within the benchmark. Additionally, MacroShares do not
      and
      can not change the underlying market dynamics of the benchmark. Therefore,
      contango and backwardation in the NYMEX light sweet crude oil future contracts
      (“oil”) may be reflected in the performance of UCR and DCR in the form of
      premiums and discounts. Any futures market in contango represents the
      expectation of higher prices for the commodity into the future just as a premium
      reflects the willingness of investors to buy at a higher price today for
      performance they expect to receive at a future date. A commodities futures
      market in backwardation represents the expectation of lower prices in the future
      and thus the discount in UCR may reflect the expected lower future value of
      oil.




7




The
      paired nature of the MacroShares’ creation and redemption process dictates that
      if the Up-MACRO shares are trading at a premium the Down-MACRO shares must
      trade
      at a discount in order to preserve the combined fair value of the paired shares
      and the creation/redemption relationship to each other. Likewise, if the
      Up-MACRO shares are trading at a discount, the Down-MACRO shares must trade
      at a
      premium (but not necessarily in proportion to the discount) in order to preserve
      the combined fair value and the creation/redemption relationship to each
      other.





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





For
      the year
      ended December 31, 2007 UCR paid, on a share split adjusted basis, $0.65 per
      share or a quarterly income equivalent $0.16145 per share. The dividend yield
      for UCR for the year ended December 31, 2007 was equivalent to 2.00 percent
      on
      the year-end underlying value of $32.00 per share.





Exhibit
      1a





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





8





Exhibit
      1b








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




9


Exhibit
      1c





For
      the
      year ended December 31, 2007, DCR’s underlying value tracked the Benchmark
      within an annual price differential of $.11694 (.00130% of DCR’s average daily
      underlying value). This average is made up of a daily range of $.01 to
      $.05854 1  ascending up to the quarter-end ex dividend date at which time the difference
      resets. (See Exhibit 1d).





Exhibit
      1d





This
      difference in DCR’s underlying value and the Benchmark is due to the accrued
      interest of the Treasuries less expenses and the net impact of the income
      distribution and settlement contract agreements. For the year ended December
      31,
      2007, DCR paid miscellaneous income of $0.46834 per share or an average
      quarterly income of $0.11709 per share. The distribution yield for DCR for
      the
      year ended December 31, 2007 was equivalent to 5.8% on the year-end underlying
      value of $8.01 per share.





1The
      Actual Dividend on DCR for 2007 was $.46834 on a split adjusted basis.
      .





10


Twelve
      Designated Benchmark futures rolls occurred during the 2007 calendar year.
      The
      objective of DCR is to track the inverse performance of the designated Benchmark
      was achieved with extremely accurate tracking of 1.000 for the
      year.





The
      mix
      of UCR and DCR investors has grown from mostly institutional investors in 2006
      to a significant proportion of retail investors looking to achieve long-term
      exposure to commodities, obtain a hedge against a portfolio of oil company
      stocks, or to express a directional view on oil prices . The secondary market
      for UCR and DCR reflected the daily changes in the combined underlying values
      and the expectations of investors in regards to the long-term price expectations
      implied by the oil futures curve. The oil futures curve changed significantly
      throughout the year as the market went from a steep contango during the first
      half of the year to a steep backwardation during the second half of the year.
      This market change caused a noticeable impact on UCR and DCR premiums and
      discounts during the year. UCR went from a maximum premium of 16.65% when the
      oil futures curve was in contango to a maximum discount of 21.79% when the
      oil
      futures curve was in backwardation.





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





The
      excess premium or discount on the combined value of DCR and UCR, where
      applicable, represented an average of 17 basis points throughout the
      year.





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





Creations
      and/or redemptions must occur for both UCR and DCR as one unit, accordingly,
      the
      underlying value of UCR and DCR including accrued interest equals the aggregate
      creation/redemption amount plus Trustee creation/redemption fees of $2,000
      per
      transaction. For the year, the paired market values tracked the paired
      underlying values within 17 basis points. Day to day the difference were varied,
      but collectively over the year were in line with competitive products through
      all of the various Oil cycles.





For
      the
      period beginning with the launch of UCR and DCR and ending on December 31,
      2007,
      UCR’s daily exchange price change exhibited a 0.9589% correlation to the
      underlying value changes in UCR. The average daily market price for 2007 of
      UCR,
      on a share split adjusted basis, was $24.13. The average daily price of UCR’s
      underlying value was $24.24. UCR ran an average daily dollar discount of $.11
      or
      .46% of underlying value on a daily average. During the first two quarters,
      when
      the NYMEX futures curve was in contango, UCR traded at a premium to the
      Benchmark. This premium corresponded to the premium charged in the underlying
      NYMEX oil futures curve as the market looks further out in time. As prices
      moved
      higher the NYMEX oil futures curved moved to a steep backwardation and UCR’s
      market price began to trade at a discount to its NAV value. This discount
      continued for the remainder of the year as shown on Exhibit 2a. Exhibit 2a
      shows
      the price performance of the market price of UCR versus the UCR underlying
      value. Also included in the chart are the Benchmark NYMEX Designated Oil Futures
      Contract on the date shown, and the one year forward NYMEX Oil Futures Contract
      as of the date shown. (see Exhibit 2a)





11








Exhibit
      2a








For
      the
      year ending December 31, 2007, DCR’s daily exchange price change had a 60.7%
      correlation to the underling value. The average daily share split adjusted
      market price of DCR was $16.09. DCR’s average daily split adjusted underlying
      value was $15.91. For the year ended December 31, 2007 DCR ran an average daily
      dollar premium of $0.18 which was 1.1332% of the underlying value. DCR tracked
      the inverse price performance of the Benchmark NYMEX Designated Oil Futures
      Contract.




Exhibit
      2b





From
      September 5, 2007 through December 31, 2007 DCR was priced at a premium to
      its’
underlying value. The premium increased in DCR as the backwardation in the
      futures market increased and the underlying value of DCR declined. DCR reached
      a
      maximum premium of 95.62% on November 23, 2007 when the discount on UCR was
      at
      19.74%. Investors should note that on this date, in dollar terms, the discount
      on UCR was $6.48 per share and the premium on DCR was $6.99 for a net difference
      of $0.51. This excess premium over the actual paired value of $40.14 was equal
      to 1.271% of their combined underlying value.





12


In
      summary, the anticipated performance of UCR and DCR, as measured by changes
      in
      underlying value, as defined within the UCR and DCR prospectuses has been
      achieved by the trusts. The market performance of UCR and DCR generally tracked
      the performance of the Benchmark for the year ended December 31, 2007. In 2007,
      MACRO Financial, LLC continued to educate investors on the MacroShares product
      structure and the performance investors received from the product during the
      various cycle changes occurring on the NYMEX oil futures curve. This education
      effort resulted in UCR and DCR combined stable asset levels during 2007, an
      increase in the daily trading volume and a growth in beneficial owners over
      the
      course of the year ended December 31, 2007.





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




**Review
      of Financial Results**




Results
      of Operations




During
      the year ended December 31, 2007, the Depositor declared a three for one share
      split. Accordingly, at December 31, 2006, the number of shares outstanding
      on a
      share split adjusted basis was 1,650,000. The increase in shareholders’ equity
      during 2007, resulted from a net decrease in outstanding shares (150,000 on
      share split adjusted basis) that was offset by an increase in realized and
      unrealized appreciation on the settlement contracts and the income distribution
      agreement aggregating approximately $10,600,000. Substantially all of this
      net
      increase was directly attributable to the rise in oil prices during the year
      as
      reflected in the increased value of the settlement contracts with the Down-MACRO
      Holding Trust. At December 31, 2007, shareholders’ equity increased to
      approximately $44,900,000 from approximately $34,800,000 at December 31,
      2006.




The
      Trust
      earned net investment income during the year ended December 31, 2007, of
      approximately $632,000. This amount, together with amounts received from the
      Down-MACRO Holding Trust pursuant to the Income Distribution Agreement, was
      paid
      to shareholders for 2007.




On
      November 29, 2006, the Up-MACRO holding trust established its starting level
      at
      $60.00 per share and issued 200,000 shares to the initial authorized purchaser,
      KV Execution Services LLC, in exchange for $12,000,000 in cash. Such shares
      were
      issued at their initial underlying value of $62.45 per share. Since this date,
      the Up-MACRO holding trust’s underlying value grew from approximately
      $12,500,000 at November 29, 2006, to approximately $33,600,000 at December
      31,
      2006. The increase in underlying value resulted primarily from an increase
      in
      outstanding shares, which rose from 200,000 at November 29, 2006 to 550,000
      at
      December 31, 2006 due to 350,000 shares (7 units, each unit consisting of 50,000
      shares) being created and no units being redeemed during the period.




*Liquidity*




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




13




*Cash
      Flow From Operations*





**For
                the Year**
              **Ended**
              **December
                31, 2007**
            
            **For
                the Period**
              **Ended**
              **December
                31, 2006*****Cash
                flows from operating activities:**Net
                income
            
            $
            11,226,025
            
            $
            417,147Adjustments
                to reconcile net loss to net cash
              provided
                by operating activities:Net
                unrealized appreciation on settlement contracts and
              Income
                distribution agreement
            
            
            (11,000,127
            )
            
            (346,147
            )Settlement
                payments in excess of realized gain on
              settlement
                contracts and income distribution agreement
            
            
            (1,191,153
            )
            
            -Increase
                (decrease) in operating assets and liabilities:Interest
                receivable
            
            
            7,072
            
            
            (16,719
            )Operating
                expense payable
            
            
            78,399
            
            
            33,576Net
                cash provided by operations
            
            
            (879,784
            )
            
            87,857**Cash
                flows from financing activities:**Contributions
            
            
            24,055,535
            
            
            33,030,943Redemptions
            
            
            (25,449,407
            )
            
            (1,000
            )Distributions
            
            
            (582,515
            )
            
            -Net
                cash (used in) provided by financing activities
            
            
            (1,976,387
            )
            
            33,029,943Net
                increase (decrease) in cash and cash equivalents
            
            
            (2,856,171
            )
            
            33,117,800Cash
                and cash equivalents, beginning of year
            
            
            33,118,800
            
            
            1,000Cash
                and cash equivalents, end of year
            
            $
            30,262,629
            
            $
            33,118,800*
                For the period from November 29, 2006 (commencement of operations)
                through
                December 31, 2006.




*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 was determined to be their
      value based on the point on the NYMEX Oil futures curve most indicative of
      market prices of the Tradeable Shares. However, toward the end of the reporting
      period, the Administrative Agent determined that conditions affecting the Oil
      market, particularly a steep backwardation market, resulting in NYMEX Oil
      futures being not as reliable in representing fair value. At year end, the
      Administrative Agent determined, based on 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 such transactions




As
      a
      result, the per share value on December 31, 2007 and 2006, for financial
      reporting purposes, based upon the fair valuation determination of the
      Administrative Agent, was $ 29.97 and $21.10, respectively, after giving affect
      to the share split on October 22, 2007. The per share Underlying Value for
      the
      same day was $32.00 and $20.36, respectively, after giving affect to the share
      split. The Administrative Agent will continue to evaluate the fair value of
      these derivative contracts for each financial reporting period.




14




*Off-Balance
      Sheet Arrangements*




The
      Up-MACRO Holding Trust is not a party to any off-balance sheet
      arrangements.






*Tabular
      Disclosure of Contractual Obligations with the Down-MACRO Holding
      Trust*




**Name
                of Obligation**
            
            **Receivable
                From/(Payable To)**Settlement
                Contracts and income distribution
              agreement
            
            Contractual
                value $18,070,152
              Fair
                value $15,020,152




**Item
              7A**
            **Quantitative
                and Qualitative Disclosures about Market Risk******




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




**Item
                8.**
            **Financial
                Statement and Supplementary Data******




See
      Index
      to Financial Statements on page F-1 for a list of the financial statements
      being
      filed therein.




**Item
                9.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure******




There
      have been no changes in accountants and no disagreements with accountants on
      any
      matter of accounting principles or practices or financial statement disclosures
      during the period ended December 31, 2007.




**Item
              9A**
            **Controls
                and Procedures******




**Conclusion
      Regarding the Effectiveness of Disclosure Controls and
      Procedures**




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




Under
      the
      supervision and with the participation of the Chief Executive Officer and the
      Chief Financial Officer of the Depositor, the Depositor conducted an evaluation
      of the Up-MACRO Holding Trust's disclosure controls and procedures, as defined
      under Exchange Act Rule 13a-15(e). Based on this evaluation, the Chief Executive
      Officer and the Chief Financial Officer of the Depositor concluded that, as
      of
      December 31, 2007, the Up-MACRO Holding Trust's disclosure controls and
      procedures were effective.




There
      was
      no change in the Up-MACRO Holding Trust's internal controls over financial
      reporting that occurred during the Up-MACRO Holding Trust's most recently
      completed fiscal quarter ended December 31, 2007 that has materially affected,
      or is reasonably likely to materially affect, these internal
      controls.




15




**Management's
      Report on Internal Control over Financial Reporting**




The
      Depositor's management is responsible for establishing and maintaining adequate
      internal control over financial reporting, as defined under Exchange Act Rules
      13a-15(f) and 15d-15(f). The Up-MACRO Holding Trust's internal control over
      financial reporting is a process designed to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with accounting
      principles generally accepted in the United States. Internal control over
      financial reporting includes those policies and procedures that: (1) pertain
      to
      the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of the Up-MACRO Holding Trust's
      assets, (2) provide reasonable assurance that transactions are recorded as
      necessary to permit preparation of financial statements in accordance with
      generally accepted accounting principles, and that the Up-MACRO Holding Trust's
      receipts and expenditures are being made only in accordance with appropriate
      authorizations; and (3) provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use, or disposition of the
      Up-MACRO Holding Trust's assets that could have a material effect on the
      financial statements.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      ineffective because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.




The
      Chief
      Executive Officer and Chief Financial Officer of the Depositor assessed the
      effectiveness of the Up-MACRO Holding Trust's internal control over financial
      reporting as of December 31, 2007. In making this assessment, they relied upon
      guidance set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO) in Internal Control—Integrated Framework. Their assessment
      included an evaluation of the design of the Up-MACRO Holding Trust's internal
      control over financial reporting and testing of the operational effectiveness
      of
      its internal control over financial reporting. Based on their assessment and
      those criteria, the Chief Executive Officer and Chief Financial Officer of
      the
      Depositor believe that the Up-MACRO Holding Trust maintained effective internal
      control over financial reporting as of December 31, 2007.




This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the company to provide only management’s report
      in this annual report.




**PART
                III**




**Item
                10.**
            **Directors
                and Executive Officers of the
                Registrant**




Not
      applicable.




**Item
                11.**
            **Executive
                Compensation**




For
      the
      year ended December 31, 2007 and the period from November 29, 2006 (the Date
      of
      Inception) through December 31, 2006, the Trustee, the Administrative Agent,
      the
      Depositor, the Marketing Agent and Claymore Securities, Inc. in its former
      capacities will receive total remuneration (including for services performed
      for
      the Up-MACRO Tradeable Trust) as follows:




16




**2007**
            **2006****Related
                Party**
            **Amount
                of****Remuneration**
              **Due**
            **Amount
                of****Remuneration**
              **Paid***
            **Amount
                of****Remuneration**
              **Due**
            **Amount
                of****Remuneration**
              **Paid***MACRO
                Securities Depositor, LLC, Depositor
            $0
            $0**
            $0
            $0**Investors
                Bank & Trust Company, as Trustee
            $0
            $0
            $17,948
            $17,948State
                Street Bank and Trust, as Trustee
            $332,653
            $332,653
            $0
            $0Claymore
                Securities, Inc., as Administrative Agent and Marketing
                Agent
            $51,026
            $0**
            $7,345
            $0**MACRO
                Financial, LLC, as Marketing Agent
            $46,939
            $0**
            $2,098
            $0**MacroMarkets,
                LLC as Administrative Agent
            $76,473
            $0**
            $0
            $0





*
              Expenses
                  of the Up-MACRO Tradeable Trust are assumed by the Up-MACRO Holding
                  Trust.


**
            The
                Administrative Agent and each Marketing Agent have waived their respective
                fees for the year ended December 2007 and the period ended December
                31,
                2006. The Depositor has received no compensation and has assumed
                all
                expenses exceeding the annual rate fee cap of 1.60% of the Up-MACRO
                Asset
                Amount as defined in the
                prospectus.




**Item
                12.**
            **Security
                Ownership of Certain Beneficial Owners and
                Management**




(a)
            *Security
                Ownership of Certain Beneficial Owners.*The following table sets forth, as of December 31, 2007, information
                with
                respect to each person known to own beneficially more than 5% of
                the
                outstanding shares of the Up-MACRO holding trust or more than 5%
                of the
                outstanding shares of the MACROshares Oil Up Tradeable
                Trust:




**Name
                and Address**
            
            **Amount
                and Nature of**
              **Beneficial
                Ownership**
            
            **Percent
                of Class**MACROshares
                Oil Up Tradeable Trust
            
            1,500,000
            
            100%




(b)
            *Security
                Ownership of Management*.
                The Trustee does not beneficially own any of the Up-Macro Holding
                Shares.




(c)
            *Change
                In Control*.
                Neither the Depositor nor the trustee knows of any arrangements which
                may
                subsequently result in a change in control of the Up-MACRO Holding
                Trust.
                In accordance with the Trust Agreement, a majority of the Up-MACRO
                Holding
                Shares must be held by the Up-MACRO Tradeable
                Trust.




**Item
                13.**
            **Certain
                Relationships and Related Transactions and Director
                Independence**




The
      Up-MACRO Holding Trust has no directors or executive officers. See Item 11
      for
      the remuneration received by the trustee and other appropriate parties for
      the
      year ended December 31, 2007 and the period ended December 31,
      2006.




17




**Item
                14.**
            **Principal
                Accountant Fees and
                Services**




Fees
      for
      services performed by PricewaterhouseCoopers LLP (including for services
      performed for the Up-MACRO Tradeable Trust) for the year ended December 31,
      2007
      and the period from the Date of Inception through December 31, 2006
      were:




**Year
                ended**
              **December
                31, 2007**
            
            **Period
                ended**
              **December
                31, 2006**Audit
                Fees *
            
            $
            153,250
            
            $
            75,000*Audit-related
                Fees
            
            
            -0-
            
            
            -0-Tax
                Fees
            
            
            160,000
            
            
            100,000All
                other fees
            
            
            -0-
            
            
            -0-Total
            
            $
            313,250
            
            $
            175,000




*
            In
                connection with the launch of the Up-MACRO Holding Trust and the
                Up-MACRO
                Tradeable Trust, PricewaterhouseCoopers LLP received fees of
                $86,500.




The
      Up-MACRO Tradeable Trust accountant fees were assumed by the Up-MACRO Holding
      Trust.




**Pre-Approval
      Policies and Procedures**




As
      referenced in Item 10 above, the Up-MACRO Holding Trust has no board of
      directors, and as a result, has no audit committee or pre-approval policy or
      procedures. Such determinations are made by the Depositor.




**PART
                IV**




**Item
                15.**
            **Exhibits
                and Financial Statement
                Schedules**




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




See
      Index
      to Financial Statements on Page F-1 for a list of the financial statements
      being
      filed herein.




**2.**
            **Financial
                Statement Schedules**




Schedules
      have been omitted since they are either not required, not applicable, or the
      information has otherwise been included.




**3.**
            **Exhibits**




**Exhibit**
              **Number**
            
            **Description**—
            
            MACROshares
                Oil Up Holding Shares and MACROshares Oil Up Tradeable Shares prospectus
                *4.4.1
            
            1992
                ISDA Master Agreement, dated November 24, 2006*4.4.2
            
            Schedule
                to 1992 ISDA Master Agreement, dated November 24, 2006*4.5
            
            Income
                Distribution Agreement, dated November 24, 2006*4.6
            
            Form
                of Settlement Contract*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 a part of the Registration Statement of the Up-MACRO
                Holding Trust, File No. 333-116566, that was filed on Form S-1 on
                March
                13, 2008.**




18





**MACROshares
      Oil Up Holding Trust**




**FINANCIAL
      STATEMENTS**




**INDEX**




**Page**




Financial
                Statements Index
            F-1Report
                of Independent Registered Public Accounting Firm
            F-2Statements
                of Financial Condition at December 31, 2007 and 2006
            F-3Statements
                of Operations for the year ended December 31, 2007 and the period****November
                29, 2006 (Commencement of Operations) through December 31,
                2006
            F-4Statements
                of Changes in Shareholders' Equity for the year ended December 31,
                2007
                and the period November 29, 2006 (Commencement of Operations) through
                December 31, 2006
            F-5Statements
                of Cash Flows for the year ended December 31, 2007 and the period
                November
                29, 2006 (Commencement of Operations) through December 31,
                2006
            F-6Notes
                to the Financial Statements
            F-7





F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Trustee, Administrative Agent, and Shareholder of MACROshares Oil Up Holding
      Trust:




In
      our
      opinion, the accompanying statements of financial condition, and the related
      statements of operations, of changes in shareholders' equity, and of cash flows
      present fairly, in all material respects, the financial position of MACROshares
      Oil Up Holding Trust (the "Trust") at December 31, 2007 and 2006, and the
      results of its operations, the changes in its shareholders' equity, and its
      cash
      flows for the year ended December 31, 2007 and for the period November 29,
      2006
      (commencement of operations) through December 31, 2006, in conformity with
      accounting principles generally accepted in the United States of America. These
      financial statements are the responsibility of the Trust's management; our
      responsibility is to express an opinion on these financial statements based
      on
      our audits. We conducted our audits of these financial statements in accordance
      with the standards of the Public Company Accounting Oversight Board (United
      States). Those standards require that we plan and perform the audits to obtain
      reasonable assurance about whether the financial statements are free of material
      misstatement. An audit includes examining, on a test basis, evidence supporting
      the amounts and disclosures in the financial statements, assessing the
      accounting principles used and significant estimates made by management, and
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.






PricewaterhouseCoopers
      LLP


New
      York,
      New York


March
      28,
      2008




F-2




**MACROshares
      Oil Up** **Holding
      Trust**


**Statements
      of Financial Condition**




**December
                31, 2007**
            
            **December
                31, 2006****Assets**Cash
                and cash equivalents
            
            $
            30,262,629
            
            $
            33,118,800Settlement
                contracts and income distribution agreement
              with
                the Down-MACRO Holding Trust
            
            
            15,020,152
            
            
            1,797,050Interest
                receivable
            
            
            9,647
            
            
            16,719Total
                assets
            
            $
            45,292,428
            
            $
            34,932,569**Liabilities
                and Shareholders’ Equity**Operating
                expenses payable
            
            $
            111,975
            
            $
            33,576Distributions
                payable to shareholders
            
            
            228,725
            
            
            89,495Total
                liabilities
            
            
            340,700
            
            
            123,071**Shareholders’
                Equity**Equity
                attributable to Up-MACRO Holding Shares, $20
              and
                $60 par value, unlimited amount authorized, 1,500,000
              and
                550,000 issued and outstanding at December 31, 2007
              and
                December 31, 2006, respectively
            
            
            44,951,728
            
            
            34,809,498Total
                Shareholders’ Equity
            
            
            44,951,728
            
            
            34,809,498Total
                Liabilities and Shareholders’ Equity
            
            $
            45,292,428
            
            $
            34,932,569




*See
        notes to the financial statements*


F-3




**MACROshares
      Oil Up** **Holding
      Trust**


**Statements
      of Operations**




**For
                the Year Ended**
              **December
                31, 2007**
            
            **For
                the Period Ended**
              **December
                31, 2006*****Investment
                Income**Interest
            
            $
            1,004,935
            
            $
            104,576Total
                investment income
            
            
            1,004,935
            
            
            104,576**Expenses******Operating
                expenses
            
            
            372,136
            
            
            33,576Net
                investment income
            
            
            632,799
            
            
            71,000**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized appreciation on settlement
              contracts
                and income distribution agreement
            
            
            11,000,127
            
            
            346,147Net
                realized loss on settlement
              contracts
                and income distribution agreement
            
            
            (406,901
            )
            
            -Net
                realized and unrealized gain
            
            
            10,593,226
            
            
            346,147Net
                income
            
            $
            11,226,025
            
            $
            417,147Net
                income per share - See Note E
            
            $
            9.68
            
            $
            0.36Weighted
                average shares outstanding - See Note E
            
            
            1,159,178
            
            
            1,159,092




*
      For the
      period from November 29, 2006 (commencement of operations) through December
      31,
      2006.




*See
      notes to the financial statements*




F-4




**MACROshares
      Oil Up** **Holding
      Trust**


**Statements
      of Changes in Shareholders’ Equity**




**Up-MACRO**
              **Holding
                Shares**
            
            **Founders’**
              **Shares**
            
            **Total****Shareholders’
                Equity, November 29, 2006**
            
            $
            -
            
            $
            1,000
            
            $
            1,000Contributions
            
            
            34,481,846
            
            
            -
            
            
            34,481,846Distributions
                ($0.0542 per share -
              See
                Note E)
            
            
            (89,495
            )
            
            -
            
            
            (89,495
            )Redemptions
            
            
            -
            
            
            (1,000
            )
            
            (1,000
            )Net
                income
            
            
            417,147
            
            
            -
            
            
            417,147**Shareholders’
                Equity, December 31, 2006**
            
            $
            34,809,498
            
            $
            -
            
            $
            34,809,498Contributions
            
            
            27,413,359
            
            
            -
            
            
            27,413,359Distributions
                ($0.6458 per share -See
                Note E)
            
            
            (721,745
            )
            
            -
            
            
            (721,745
            )Redemptions
            
            
            (27,775,409
            )
            
            -
            
            
            (27,775,409
            )Net
                income
            
            
            11,226,025
            
            
            -
            
            
            11,226,025**Shareholders’
                Equity, December 31, 2007**
            
            $
            44,951,728
            
            $
            -
            
            $
            44,951,728**Up-MACRO**
                **Holding
                  Shares**
            
            
            **Founders’**
              **Shares**
            
            
            **Total****Share
                Activity****Shares
                Outstanding, November 29, 2006**
            
            
            -
            
            
            1,000
            
            
            1,000Contributions
            
            
            550,000
            
            
            -
            
            
            550,000Redemptions
            
            
            -
            
            
            (1,000
            )
            
            (1,000
            )**Shares
                Outstanding, December 31, 2006**
            
            
            550,000
            
            
            -
            
            
            550,000Shares
                issued as a result of share split
            
            
            700,000
            
            
            -
            
            
            700,000Contributions
            
            
            700,000
            
            
            -
            
            
            700,000Redemptions
            
            
            (450,000
            )
            
            -
            
            
            (450,000
            )**Shares
                Outstanding, December 31, 2007**
            
            
            1,500,000
            
            
            -
            
            
            1,500,000




*See
      notes to the financial statements*




F-5




**MACROshares
      Oil Up** **Holding
      Trust**


**Statements
      of Cash Flows**





**For
                the Year**
              **Ended**
              **December
                31, 2007**
            
            **For
                the Period**
              **Ended**
              **December
                31, 2006*****Cash
                flows from operating activities:**$
            11,226,025
            
            $
            417,147Net
                incomeAdjustments
                to reconcile net income to net cash
              provided
                by operating activities:Net
                unrealized depreciation on settlement contracts and
              Income
                distribution agreement
            
            
            (11,000,127
            )
            
            (346,147
            )Settlement
                payments in excess of realized gain on
              settlement
                contracts and income distribution agreement
            
            
            (1,191,153
            )
            
            -Increase
                (decrease) in operating assets and liabilities:Interest
                receivable
            
            
            7,072
            
            
            (16,719
            )Operating
                expense payable
            
            
            78,399
            
            
            33,576Net
                cash (used in) provided by operations
            
            
            (879,784
            )
            
            87,857**Cash
                flows from financing activities:**Contributions
            
            
            24,055,535
            
            
            33,030,943Redemptions
            
            
            (25,449,407
            )
            
            (1,000
            )Distributions
            
            
            (582,515
            )
            
            -Net
                cash (used in) provided by financing activities
            
            
            (1,976,387
            )
            
            33,029,943Net
                increase (decrease) in cash and cash equivalents
            
            
            (2,856,171
            )
            
            33,117,800Cash
                and cash equivalents, beginning of year
            
            
            33,118,800
            
            
            1,000Cash
                and cash equivalents, end of year
            
            $
            30,262,629
            
            $
            33,118,800




*For
      the
      period from November 29, 2006 (commencement of operations) through December
      31,
      2006.




*See
      notes to the financial statements*




F-6




**MACROshares
      Oil Up** **Holding
      Trust**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**as
      of December 31, 2007**




A.
              Organization




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




On
      August
      17, 2007, MacroMarkets LLC and Claymore Group, Inc. entered into a binding
      agreement pursuant to which (i) Claymore Securities, Inc., a wholly-owned
      subsidiary of Claymore Group Inc., (A) resigned as a Marketing Agent for the
      Up-MACRO Holding Shares, effective August 17, 2007, with MACRO Financial, LLC,
      which was acting as an additional Marketing Agent for the Up-MACRO Holding
      shares, assuming all of Claymore Securities, Inc.’s duties as Marketing Agent
      and (B) resigned as the Administrative Agent for the Up-MACRO Holding Trust,
      effective September 30, 2007, (ii) Claymore Group Inc. sold its equity interest
      in MACRO Securities Depositor, LLC to MacroMarkets LLC on August 18, 2007 and
      (iii) the Claymore MACROshares Oil Up Holding Trust and Claymore MACROshares
      Oil
      Up Holding Shares were renamed the “MACROshares Oil Up Holding Trust” and the
“MACROshares Oil Up Holding Shares”, respectively. MacroMarkets LLC was
      appointed as the successor Administrative Agent and accepted such appointment
      pursuant to the Third Amended and Restated Trust Agreement for the Up-MACRO
      Holding Shares, dated as of October 1, 2007, and entered into among the Trustee,
      MacroMarkets LLC, as Administrative Agent, MACRO Securities, Depositor, LLC
      as
      Depositor 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. 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 Treadable Trust, for a total initial deposit
      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 Treadable Trust was redeemed and returned to the Depositor and Claymore
      Securities, Inc. 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 December 31,
      2007 was $32.00 and $61.08 ($20.36 after giving affect to the share split
      described at Note E) at December 31, 2006. 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 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** ").




F-7




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 from November 29, 2006 (commencement of operations) through
      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.




F-8




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.




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




If
      on any distribution date the Up-MACRO Holding Trust does not have any available
      income and does not receive any available income from the Down-MACRO Holding
      Trust, it will not make any quarterly distribution to its shareholders on that
      distribution date. The Up-MACRO Holding Trust is not required to make quarterly
      distributions in any stated amount and if no funds are available to make a
      quarterly distribution on any distribution date, no amounts will be payable
      with
      respect to that distribution date on any subsequent date.




B.
            Significant
                Accounting Policies




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




**Basis
      of Accounting**




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




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




During
      the period from November 29, 2006 (commencement of operations) through December
      31, 2006 and the year ended December 31, 2007 (the “Reporting Periods”), 100% of
      the Up-MACRO Holding Trust Shares outstanding were held by the Up-MACRO
      Tradeable Trust.




The
      Up_MACRO Holding Trust revised and reclassified certain amounts within the
      December 31, 2006 statement of cash flows in order to better present the effects
      of realized and unrealized gains and losses on the settlement contracts and
      the
      income distribution agreement classified within operating cash flows separate
      and apart from the amounts classified as part of contributions within financing
      cash flows.




F-9




**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 per share
      made
      or received pursuant to the Settlement Contracts are based on 1/3 of 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. Prior
      to the share split described in Note E, such payments were made at the rate
      of
      100% of such difference. The
      final
      distribution on the Up-MACRO Holding Shares depends upon the settlement payment
      that the Up-MACRO Holding Trust will either be required to make or be entitled
      to receive under the Settlement Contracts when such contracts are settled in
      connection with Paired Optional Redemptions, early terminations or the final
      scheduled termination of the Up-MACRO Holding Trust.




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




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




For
      the
      purpose of financial reporting, the settlement contracts constitute derivative
      contracts. Accordingly, the settlement contracts are recorded in the financial
      statements at fair value, as determined by the Administrative Agent. As there
      is
      no market for the settlement contracts, and no such market is expected to
      develop, the Administrative Agent determines the fair value of the settlement
      contracts by reference to various inputs, including the contractual amount
      due
      to or from the other trust, applicable market indices, and the prices of
      transactions in Up-MACRO Tradeable Shares on the AMEX. The fair value of the
      settlement contracts as determined in good faith by the Administrative Agent
      could differ from the value that would have been determined had a market for
      the
      settlement contracts existed, and the differences could be material. The fair
      value of the settlement contracts held by the Up-MACRO Holding Trust as of
      December 31, 2007 and December 31, 2006 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.




F-10




**Income
      Distribution Agreement**




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




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




For
      the
      purpose of financial reporting, the income distribution contract constitutes
      a
      derivative contract. Accordingly, the Up-MACRO Holding Trust records the income
      distribution contract in the financial statements at fair value, as determined
      by the Administrative Agent. As there is no market for the income distribution
      contract, and no such market is expected to develop, the Administrative Agent
      determines the fair value of the income distribution contract by reference
      to
      various inputs, including the contractual amount due to or from the other trust
      as well as the factors considered in the valuation of the settlement contracts
      as described above. The fair value of the income distribution contract as
      determined in good faith by the Administrative Agent could differ from the
      value
      that would have been determined had a market for the income distribution
      contract existed, and the differences could be material. The fair value of
      the
      income distribution contract held by the Up-MACRO Holding Trust as of December
      31, 2007 and December 31, 2006 and on various creation or redemption dates
      during the Reporting Periods for financial reporting purposes was different
      from
      the value used to determine underlying value, as defined previously.




**Federal
      Income Taxes**




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




C.
            Operating
                Expenses and Related Party
                Waivers




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




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




C1.
            Related
                Party Expenses and Waivers




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




F-11




During
      the period from January 1, 2007 through September 30, 2007, Claymore Securities,
      Inc. made all investment decisions for the Up-MACRO Holding Trust and beginning
      October 1, 2007 the investment decisions were 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 aggregate
      fees
      to Claymore Securities, Inc. and MarcoMarkets, LLC for the year ended December
      31, 2007 and for the period from November 29, 2006 (commencement of operations)
      through December 31, 2006 were $23,258 and $7,345, respectively, 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
      Marketing Agent for the trust, which accrues daily at an annualized rate of
      0.10% of the Up-MACRO Asset Amount. Prior to August 17, 2007, Claymore
      Securities, Inc. also acted as Marketing Agent for the trusts. The Claymore
      Securities, Inc. fees for acting in this capacity for the period from January
      1,
      2007 through August 17, 2007 were $34,465 all of which were waived by Claymore
      Securities, Inc. The MacroMarkets LLC and MACRO Financial, LLC fees for acting
      in these capacities for the year ended December 31, 2007 and for the period
      from
      November 29, 2006 (commencement of operations) through December 31, 2006 were
      $116,715 and $8,394, respectively, all of which were waived by MacroMarkets
      LLC
      and MACRO Financial, LLC. Through December 31, 2007, a shortfall remained after
      these fee waivers. As a result, the Depositor assumed this expense
      shortfall.




C2.
            Trustee
                Fees




Pursuant
      to the Declaration of Up-MACRO Holding Trust, the Trustee receives a fee with
      respect to the services for the Up-MACRO Holding Trust at an amount equal to
      the
      product of a per annum rate of 0.08% on the first $200 million, 0.10% on the
      next $200 million, and 0.12% on assets in excess of $400 million 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. Trustee fees for the
      year ended December 31, 2007 and for the period from November 29, 2006
      (commencement of operations) through December 31, 2006 were $332,653 and
      $17,948, respectively. In addition, the Trustee receives a fee of $2,000
      directly from the Authorized Participants in connection with each paired
      issuance or paired optional redemption.




State
      Street Bank and Trust Company, a Massachusetts trust company, as the successor
      to 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 December 31, 2007, September
      30, 2007, June 30, 2007 and March 31, 2007, the distributions were approximately
      $0.1525, $0.4577, $0.5230, and $0.4992 ($0.1525, $0.1526, $0.1743, and $0.1664
      per share, respectively, after giving effect to the share split described in
      Note E). For the period from November 29, 2006 (commencement of operations)
      through December 31, 2006, the distribution was approximately $0.1627 ($0.0542
      per share after giving effect to the share split described in Note E.)




E.
            Share
                Transactions




On
      October 2, 2007, the Depositor announced a three-for-one split of the
      MACROshares Oil Up Holding Shares (formerly known as the Claymore MACROshares
      Oil Up Holding Shares). Each shareholder of record at the close of business
      on
      October 19, 2007 received two additional shares for every one share held on
      the
      record date. The payable date for the additional shares was October 22, 2007.
      Trading began on a split adjusted basis on October 23, 2007. The total number
      of
      authorized shares remains unlimited and the associated par value was reduced
      from $60 to $20 by this action. 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 Statements of Operations and the per share
      distribution amounts disclosed in the Statements of Changes in Shareholders’
Equity have been restated to give effect to the share split.




F-12


For
      the
      year ended December 31, 2007, 1,400,000 of the Up-Macro Holding Trust shares
      were created, 700,000 of which is due to the issuance of the share split, at
      the
      value of the equity attributable to such units of $27,413,359, with an
      underlying value of $28,716,000. The Up-MACRO Holding Trust receives, for each
      share issued, cash equal to the par value 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 Statements of Changes in
      Shareholders' Equity. For the year ended December 31, 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 $25,449,407.




F.
            Indemnifications




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




G.
            Recent
                Accounting Pronouncements




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




In
      February 2007, the FASB issued FAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment of FASB
      Statement No. 115”, (“FAS 159”) which permits entities to choose to measure
      many financial instruments and certain other items at fair value at specified
      election dates. A business entity is required to report unrealized gains and
      losses on items for which the fair value option has been elected in earnings
      at
      each subsequent reporting date. This statement is expected to expand the use
      of
      fair value measurement. FAS 159 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years, and is applicable beginning in the first quarter of 2008.
      We
      are currently evaluating the impact that FAS 159 will have on our financial
      statements.





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. On October 17, 2007, The FASB agreed to propose an indefinite
      delay in the effective dates of SOP 07-01 and for entities that meet the
      definition of an investment company in SOP 07-01, of FSP 46(R) to Investment
      Companies. The Depositor of the Up-MACRO Holding Trust is currently evaluating
      the scope of SOP 07-01 and the impact it will have on the Up-MACRO Holding
      Trust’s financial statement disclosures.




F-13




In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements, an Amendment of ARB No.
      51”* (“ *SFAS
      160”* ). SFAS
      160 amends ARB 51 to establish accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. An ownership interest in subsidiaries held by parties other than
      the
      parent should be presented in the consolidated statement of financial position
      within equity, but separate from the parent’s equity. SFAS 160 requires that
      changes in a parent’s ownership interest while the parent retains its
      controlling financial interest in its subsidiary should be accounted for
      similarly as equity transactions. When a subsidiary is deconsolidated, any
      retained noncontrolling equity investment in the former subsidiary should be
      initially measured at fair value, with any gain or loss recognized in earnings.
      SFAS 160 requires consolidated net income to be reported at amounts that include
      the amounts attributable to both the parent and the noncontrolling interest.
      It
      also requires disclosure, on the face of the consolidated income statement,
      of
      the amounts of consolidated net income attributable to the parent and to the
      noncontrolling interests. SFAS 160 is effective for fiscal years (including
      interim periods within those fiscal years) beginning on or after December 15,
      2008. Earlier adoption is prohibited. The statement shall be applied
      prospectively as of the beginning of the fiscal year in which it is initially
      applied, except for the presentation and disclosure requirement which shall
      be
      applied retrospectively for all periods presented. The Trust is currently
      evaluating the impact SFAS 160 will have on its financial
      statements.




In
      December 2007, the FASB ratified *EITF
      Issue No. 07-01, “Accounting for Collaborative Arrangements”* (“ *EITF
      07-01”* ) *.* EITF
      07-01 defines collaborative arrangements and establishes reporting requirements
      for transactions between participants in a collaborative arrangement and between
      participants in the arrangement and third parties. EITF 07-01 also establishes
      the appropriate income statement presentation and classification for joint
      operating activities and payments between participants, as well as the
      sufficiency of the disclosures related to these arrangements. EITF 07-01 is
      effective for fiscal years beginning after December 15, 2008. The Trust is
      currently evaluating the impact EITF 07-01 will have on its financial
      statements.




H.
            Concentration
                Risk




The
      Up-MACRO Holding Trust's performance at underlying value is determined by the
      daily Closing Price of NYMEX light sweet crude oil futures contracts. Therefore,
      the primary risk of loss to the Up-MACRO Holding Trust comes from fluctuations
      in the Closing Price of crude oil futures contracts. The maximum price level
      of
      crude oil futures for which the Up-MACRO Holding Trust can deliver investment
      returns at underlying value corresponding to the price of such crude oil futures
      is equal to twice the Starting Level of $60, or $120. (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 zero.) Also, the Up-MACRO Holding Trust
      is
      exposed to possible indemnification obligations, as described above. An
      additional risk comes from interest rate fluctuations, which affects the total
      amount of income earned by the Paired Holding Trusts. In addition, State Street
      Bank and Trust Company holds 100% of the cash and cash equivalents on deposit.
      There are risks in terms of exposure to State Street Bank and Trust Company
      in
      that the Up-MACRO Holding Trust may potentially lose all or a portion the cash
      that is held at State Street Bank and Trust Company.




I.  Termination
      of the Trust




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




F-14




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); (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.




J.
            Subsequent
                Event





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




F-15




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) 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,


as
      Depositor for the MACROshares Oil Up Holding


Trust




/s/
      Samuel Masucci, III


Samuel
      Masucci, III


Chief
      Executive Officer


/s/ John
        A Flanagan
 John
        A
        Flanagan


Chief
      Financial Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




/s/
        Samuel Masucci, III
 Samuel
        Masucci, III


Chief
      Executive Officer






/s/ John
      A Flanagan


John
      A.
      Flanagan


Chief
      Financial Officer






/s/ Robert
      Tull


Robert
      Tull


Manager




Date:
      March 28, 2008