**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: 333-135120-01




**MACROshares
      Oil Down Holding Trust**


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




Commission
      File Number of depositor: 333-135120




**MACRO
      SECURITIES DEPOSITOR, LLC**




(Exact
      name of depositor as specified in its charter)




**New
                York**
            
            **20-5568687**(State
                or other jurisdiction of
              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 Down 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
      Down
      Tradeable Shares issued by the MACROshares Oil Down Tradeable Trust on December
      31, 2007 as reported by the American Stock Exchange on that date:
      $15,060,000




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




**DOCUMENTS
      INCORPORATED BY REFERENCE: Prospectus of MACROshares Oil Down Holding Shares
      and
      MACROshares Oil Down Tradeable Shares filed on March 13, 2008 as part of the
      Registration Statement, file no. 333-135120; 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
            2(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
            3(k)
            State
                Tax Consequences
            3(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
                II
            
            
            3Item
                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
            17Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management
            17Item
                13.
            Certain
                Relationships and Related Transactions and Director
                Independence
            18Item
                14.
            Principal
                Accountant Fees and Services
            18PART
                IV
            
            
            18Item
                15.
            Exhibits
                and Financial Statement Schedules
            18FINANCIAL
                STATEMENTS
            F-1




iv





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





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 Down-MACRO Holding Trust was
      amended and restated to provide for the issuance of Claymore MACROshares Oil
      Down Holding Shares, or the "Down-MACRO Holding Shares," which represented
      undivided beneficial interests in the Down-MACRO Holding Trust. On November
      29,
      2006, the Down-MACRO Holding Trust publicly registered its Down-MACRO Holding
      Shares, however, the Down-MACRO Holding Shares were not and will not be listed
      on any exchange . On
      August 27, 2007, the trust agreement for the Down-MACRO Holding Trust was again
      amended and restated, principally for the purpose of changing the name of the
      "Claymore MACROshares Oil Down Holding Trust" and the "Claymore MACROshares
      Oil
      Down Holding Shares" to the "MACROshares Oil Down Holding Trust" and the
      "MACROshares Oil Down Holding Shares," respectively. On October 1, 2007, the
      trust agreement for the Down-MACRO Holding Trust was amended and restated for
      the third time to provide for a three-for-one split of the Down-MACRO Holding
      Shares, to be effected on October 22, 2007 by issuing two additional Down-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 Down-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 Down-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
      Down-MACRO Holding Trust issues and offers Down-MACRO Holding Shares on a
      continuous basis at their underlying value. Each new issuance is made at the
      request of authorized participants in the form of MACRO units consisting of
      pairs of 50,000 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding Shares
      contemporaneously issued by the MACROshares Oil Up Holding Trust, or the
      "Up-MACRO Holding Trust". A majority of the Down-MACRO Holding Shares are held
      by the Down-MACRO Treadable Trust, which issues on a continuous basis the
      Up-MACRO Treadable Shares, currently trading on the American Stock Exchange
      under the symbol “DCR”.




The
      objective of the Down-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 Down-MACRO Holding Shares (file no. 333-135120,
      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 Down-MACRO Holding Shares (file
      no. 333-135120, filed with the SEC on March 13, 2008) of which page 69 of the
      prospectus (beginning with the section entitled "Description of the World Oil
      Market") through page 82 of the prospectus are hereby incorporated by reference
      in response to this Item 1(b).




1




**(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 Down-MACRO
      Holding Shares (file no. 333-135120, filed with the SEC on March 13, 2008)
      of
      which page 77 of the prospectus through page 82 of the prospectus are hereby
      incorporated by reference in response to this Item 1(c).




**(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 Down-MACRO Holding
      Shares (file no. 333-135120, filed with the SEC on March 13, 2008) of which
      page
      47 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 Down-MACRO Holding Shares (file no.
      333-1351200, filed with the SEC on March 13, 2008) of which page 88 of the
      prospectus (beginning with the section entitled "The Trustee") through page
      89
      of the prospectus 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 Down-MACRO Holding Shares (file
      no. 333-135120, filed with the SEC on March 13, 2008) of which page 90 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 Down-MACRO Holding Shares (file
      no. 333-135120, filed with the SEC on March 13, 2008) of which page 90 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 Down-MACRO Holding Shares is contained in the
      prospectus included in the registration statement for the Down-MACRO Holding
      Shares (file no. 333-135120, filed with the SEC on March 13, 2008) of which
      page
      51 of the prospectus (beginning with the section entitled "Description of the
      Down MACRO Tradeable and Holding Shares") through page 68 of the prospectus
      and
      page 82 of the prospectus (beginning with the section entitled "Description
      of
      the Down MACRO Tradeable Trust Assets") through page 89 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 Down-MACRO Holding Shares (file
      no. 333-135120, filed with the SEC on March 13, 2008) of which page 49 of the
      prospectus (beginning with the section entitled "Formation of the Paired Holding
      Trusts and the Down-MACRO Tradeable Trust") through page 51 of the prospectus
      and page 89 of the prospectus (beginning with the section entitled "Description
      of the Trusts Agreements") through page 99 of the prospectus are hereby
      incorporated by reference in response to this Item 1(i).





2







**(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
      Down-MACRO Holding Shares (file no. 333-135120, filed with the SEC on March
      13,
      2008) of which page 99 of the prospectus (beginning with the section entitled
      "Material United States Federal Income Tax Consequences") through page 106
      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 Down-MACRO Holding Shares (file
      no. 333-135120, filed with the SEC on March 13, 2008) of which page 105 of
      the
      prospectus (beginning with the section entitled "State Tax Consequences") is
      hereby incorporated by reference in response to this Item 1(k).




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




A
      detailed description of certain ERISA consideration is contained in the
      prospectus included in the registration statement for the Down-MACRO Holding
      Shares (file no. 333-135120, filed with the SEC on March 13, 2008) of which
      page
      105 of the prospectus (beginning with the section entitled "Certain ERISA
      Considerations") through page 107 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 Down-MACRO Holding
      Trust is contained in the prospectus included in the registration statement
      for
      the Down-MACRO Holding Shares (file no. 333-135120, filed with the SEC on March
      13, 2008) and page 30 through 47 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
      Down-MACRO Holding Shares are not listed on any exchange. The Down-MACRO Holding
      Shares may only be held by qualified institutional buyers (as defined in Rule
      144A under the Securities Act), authorized participants (as defined in the
      prospectus), and the Down-MACRO Tradeable Trust.




As
      of
      December 31, 2007, all of the outstanding Down-MACRO Holding Shares are held
      by
      the Down-MACRO Tradeable Trust. Because the Down-MACRO Holding Shares are not
      listed on any exchange, high and low sales prices and bid information are
      unavailable for the Down-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 Down-MACRO holding shares.





3








**High**
            
            **Low****Fiscal
                Year Ended December 31, 2007**Fourth
                Quarter
            
            $
            13.67
            
            $
            7.31Third
                Quarter
            
            $
            16.99
            
            $
            12.38Second
                Quarter
            
            $
            19.58
            
            $
            16.45First
                Quarter
            
            $
            22.97
            
            $
            17.99**Fiscal
                Year Ended December 31, 2006**Fourth
                Quarter (beginning November 29, 2006)
            
            $
            19.89
            
            $
            18.67


*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
            
            $
            0.0514September
                26, 2007
            
            $
            0.0939June
                27, 2007
            
            $
            0.1477March
                28, 2007
            
            $
            0.1753December
                27, 2006
            
            $
            0.0497


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




Issuer
      Purchase of Equity Securities




The
      Down-MACRO Holding Trust does not purchase shares directly from its
      shareholders. However, in connection with Paired Optional Redemptions (as
      defined in the prospectus), the Down-MACRO Holding Trust may redeem Down-MACRO
      Holding Shares (as part of the Paired Optional Redemption of MACRO units
      consisting of 50,000 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding
      Shares; the Up-MACRO Holding Shares included in such MACRO units would be
      contemporaneously redeemed by the Up-MACRO Holding Trust). From November 29,
      2006 (the day on which Down-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 Down-MACRO Holding
      Trust. During the period ended December 31, 2006, the Founders’ Equity of the
      Down-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
      Down-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
            
            $
            104,575Total
                investment income
            
            
            1,004,935
            
            
            104,575**Expenses******Operating
                expenses
            
            
            372,136
            
            
            33,576Net
                investment income
            
            
            632,799
            
            
            70,999**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized depreciation on settlementcontracts
                and income distribution agreement
            
            
            (11,000,127
            )
            
            (346,147
            )Net
                realized gain on settlementcontracts
                and income distribution agreement
            
            
            406,901
            
            
            -Net
                realized and unrealized loss
            
            
            (10,593,226
            )
            
            (346,147
            )Net
                loss
            
            $
            (9,960,427
            )
            $
            (275,148
            )Net
                loss per share - See Note E
            
            $
            (8.59
            )
            $
            (0.24
            )Weighted
                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.





**Statement
      of Financial Condition Data:**


**December
                31, 2007**
            
            **December
                31, 2006**Total
                assets
            
            $
            30,272,276
            
            $
            33,135,519Total
                liabilities
            
            $
            15,209,288
            
            $
            1,192,486Equity
                attributable to Down-MACRO holding shares
            
            
            15,062,988
            
            
            31,223,033**Total
                Liabilities and Shareholders’ Equity (1)**
            
            $
            30,272,276
            
            $
            33,135,519







(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.** **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 Down-MACRO Holding Trust consist of an income distribution
      agreement and settlement contracts entered into with the Up-MACRO Holding Trust.
      The Down-MACRO Holding Trust also holds U.S. Treasuries and repurchase
      agreements on U.S. Treasuries to secure its obligations under the income
      distribution agreement and the settlement contracts. The Down-MACRO Holding
      Trust makes quarterly distributions of its net income and a final distribution
      of all assets it holds on deposit on the final scheduled termination date,
      an
      early termination date or a redemption date. Each quarterly and final
      distribution will take into consideration the settlement price of NYMEX light
      sweet crude oil futures contracts of a designated maturity, as established
      and
      reported by NYMEX on each price determination day. The starting level for the
      Applicable Reference Price of Crude Oil for purposes of distributions on the
      Down-MACRO Tradeable Shares is $60.00. The obligations under the settlement
      contracts on the final scheduled termination date, an early termination date
      or
      a redemption date are determined based on the Applicable Reference Price of
      Crude Oil on the last preceding price determination day and the percentage
      change of such price from the starting level.




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




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




***Daily
      Reporting***




The
      American Stock Exchange or the “AMEX” acts as a calculation agent for the
      Down-MACRO Holding Trust, the Down-MACRO Tradeable Trust, the Up-MACRO Holding
      Trust and the Up-MACRO Tradeable Trust. Throughout each price determination
      day
      (as defined in the prospectus), from the opening of trading on NYMEX to the
      close of trading of the Tradeable Shares on the AMEX, the AMEX calculates and
      posts every fifteen seconds to the consolidated tape and on its website located
      at http://www.amex.com/amextrader, immediately following each transmission
      from
      NYMEX of the Applicable Reference Price of Crude Oil, an indicative per share
      underlying value of one Down-MACRO Holding Share and one Down-MACRO Tradeable
      Share. At the end of each price determination day, the AMEX also calculates
      the
      premium or discount of the mid-point of the bid/offer for the Down-MACRO
      Tradeable Shares on the AMEX to the per share underlying value of those shares
      for such price determination day that is calculated and provided to the AMEX
      by
      the trustee.




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




For
      the
      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”)





6











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




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





The
      Treasury portfolio is managed such that the portfolio must mature to cash prior
      to the quarterly distribution date. The daily change in the underlying value
      is
      equal to one third of the daily price 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 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 as of October 19, 2007, thereby reducing
      the par amount of each Up-MACRO Holding Share from $60 to $20. The share split
      resulted in changing the relationship between the shares and a barrel of oil
      such that now the change in underlying value of three shares of UCR is expected
      to equal the benchmark future positive performance of one barrel of oil above
      $60.00 dollars per barrel and 3 shares of DCR 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 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
      the
      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 (but not necessarily in proportion to the premium) in order to
      preserve the combined underlying value of the paired shares and the
      creation/redemption relationship to each other. Likewise, if the Up-MACRO shares
      are trading at a discount, the Down-MACRO shares must trade at a premium (but
      not necessarily in proportion to the discount) in order to preserve the combined
      underlying 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 distribution
      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).








Exhibit
      1b










8











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 participants
      receives 50,000 shares of UCR and 50,000 shares of DCR at the underlying value
      with a combined value of $40.00 per share plus accrued net income. (see Exhibit
      1c)





Exhibit
      1c










9








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
      $.058541 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 approximately 5.8% on the year-end
      underlying value of $8.01 per share.





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 discount 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.




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


10








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.





Creation
      and/or redemptions must occur for both UCR and DCR as one unit; accordingly,
      the
      underlying value of UCR and DCR including accrued interest equals the aggregate
      creation/redemption amount plus Trustee creation/redemption fees of $2,000
      per
      transaction. For the year ended December 31, 2007, the paired market values
      tracked the paired underlying values within 17 basis points. Day to day the
      differences 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
      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 0.46% of the
      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 underlying value. This discount
      continued for the remainder of the year as shown on chart 2a. Exhibit 2a shows
      the price performance of the market price of UCR versus the UCR underlying
      value. Also included in the chart are the Benchmark NYMEX Designated Oil Futures
      Contract on the date shown, and the one year forward NYMEX Oil Futures Contract
      as of the date shown. (See exhibit 2a)





Exhibit
      2a










For
      the
      year ended December 31, 2007, DCR’s daily exchange price change had a 60.7%
      correlation to the underlying value. The average daily share split adjusted
      market price of DCR was $16.09. DCR’s average daily share 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.





11








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.





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 an increase in the number of beneficial
      owners over the course of the year ended December 31, 2007.







The
      overall product objectives of MacroMarkets continues to be the expansion of
      risk
      management tools and investment products that provide investors diverse
      long-term exposures to assets with desirable risk/return characteristics and
      lower correlations to equities, debt and cash. Investors, in addition to other
      available market information, may consider the trading information and
      performance results data discussed above, 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 decrease in shareholders’ equity
      during 2007, resulted from a net decrease in outstanding shares (150,000 on
      share split adjusted basis) and an increase in realized and unrealized
      depreciation on the settlement contracts and the income distribution agreement
      aggregating approximately $10,600,000. Substantially all of this net decrease
      was directly attributable to the rise in oil prices during the year as reflected
      in the increased value of the settlement contracts with the Up-MACRO Holding
      Trust. At December 31, 2007, shareholders’ equity decreased to approximately
      $15,000,000 from approximately $31,200,000 at December 31, 2006.





12








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




On
      November 29, 2006, the Down-MACRO holding trust established its starting level
      at $60.00 per share and issued 200,000 shares to the initial authorized
      purchaser, KV Execution Services LLC, in exchange for $12,000,000 in cash.
      Such
      shares were issued at their initial underlying value of $57.55 per share. Since
      this date, the Down-MACRO holding trust’s underlying value grew from
      approximately $11,500,000 at November 29, 2006 to approximately $32,400,000
      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
      Flows From Operations*


**For
                the Year**
              **Ended**
              **December
                31, 2007**
            
            **For
                the Period**
              **Ended**
              **December
                31, 2006****Cash
                flows from operating activities:**Net
              loss
            
            $
            (9,960,427
            )
            $
            (275,148
            )Adjustments
                to reconcile net loss to net cash
              provided
                by operating activities:Net
                unrealized depreciation on settlement contracts and
              Income
                distribution agreement
            
            
            11,000,127
            
            
            346,147Settlement
                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
            
            
            2,316,324
            
            
            87,856**Cash
                flows from financing activities:**Contributions
            
            
            24,055,535
            
            
            33,030,944Redemptions
            
            
            (28,734,713
            )
            
            (1,000
            )Distributions
            
            
            (493,317
            )
            
            -Net
                cash (used in) provided by financing activities
            
            
            (5,172,495
            )
            
            33,029,944Net
                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 Down-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 period end, the
      Administrative Agent determined, based on various inputs the most significant
      of
      which was transactions for the Down-MACRO Tradeable Shares in the open market,
      that fair valuation for these derivative contracts was more appropriately based
      upon such transactions.





14








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 $10.04 and $18.92, respectively, after giving effect
      to
      the 3 for 1 share split on October 23, 2007. The per share Underlying Value
      on
      the same days were $8.01 and $19.66, respectively, after giving effect to the
      3
      for 1 share split on October 23, 2007. The Administrative Agent will continue
      to
      evaluate the fair value of these derivative contracts for each financial
      reporting period.




*Off-Balance
      Sheet Arrangements*




The
      Down-MACRO holding trust is not a party to any off-balance sheet
      arrangements.




*Tabular
      Disclosure of Contractual Obligations with the Up-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 Down-MACRO
      holding trust's ordinary expenses. The Down-MACRO holding trust does not engage
      in transactions in foreign currencies which could expose it or its shareholders
      to any foreign currency related market risk. The Down-MACRO holding trust does
      not invest in any derivative financial instruments (other than the income
      distribution agreement and the settlement contracts, 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 year 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 Down-MACRO Holding
      Trust's Exchange Act reports is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange Commission's
      rules and forms, and that such information is accumulated and communicated
      to
      the Chief Executive Officer and the Chief Financial Officer of the Depositor,
      and to the audit committee of MacroMarkets, LLC which has been authorized by
      resolutions adopted by the Board to oversee the financial reporting of the
      Down-MACRO Holding Trust to allow timely decisions regarding required
      disclosure.




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





15







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




**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 Down-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 Down-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 Down-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 Down-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 Down-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 Down-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 Down-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.




16





**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, Marketing Agent and Claymore Securities, Inc. in its former
      capacities will receive total remuneration (including for services performed
      for
      the Down-MACRO Tradeable Trust) as follows:




**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 Company, 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**MarcoMarkets,
                LLC as Administrative Agent
            $76,473
            $0**
            $0
            $0**




*     
        Expenses of the Down-MACRO Tradeable Trust are assumed by the Down-MACRO
        Holding
        Trust.
 **   The
        Administrative Agent and each Marketing Agent have waived their respective
        fees
        for the year ended December 31, 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 .Down-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 Down-MACRO
                Holding Trust or more than 5% of the outstanding shares of the Claymore
                MACROshares Oil Down Tradeable Trust:


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




(b)
            *Security
                Ownership of Management*.
                The Trustee does not beneficially own any of the Down-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 Down-MACRO Holding
                Trust. In accordance with the Trust Agreement, a majority of the
                Down-MACRO Holding Shares must be held by the Down-MACRO Tradeable
                Trust.





17







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




The
      Down-MACRO Holding Trust has no director 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.




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




Fees
      for
      services performed by PricewaterhouseCoopers LLP (including for services
      performed for the Down-MACRO Tradeable Trust) for the period from the Date
      of
      Inception through December 31, 2007 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 Down-MACRO Holding Trust and the Down-MACRO
      Tradeable Trust, PricewaterhouseCoopers LLP received fees of
      $86,500.




The
      Down-MACRO tradeable trust accountant fees were assumed by the Down-MACRO
      holding trust.




**Pre-Approval
      Policies and Procedures**




As
      referenced in Item 10 above, the Down-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**




(i)
            Financial
                Statements




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




(ii)
            Financial
                Statement Schedules




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




(iii)
            Exhibits




**Exhibit**
              **Number**
            
            **Description**—
            
            MACROshares
                Oil Down Holding Shares and MACROshares Oil Down 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
                2002








18








31.2
            
            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 Down-MACRO
                Holding Trust, File No. 333-135120, that was filed on Form S-1 on
                March
                13, 2008.**





19







**MACROshares
      Oil Down 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



















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Trustee, Administrative Agent, and Shareholder of  MACROshares
      Oil Down 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 Down 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 audit 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-1










**MACROshares
      Oil Down Holding Trust**


**Statements
      of Financial Condition**







**December
                31, 2007**
            
            **December
                31, 2006****Assets**Cash
                and cash equivalents
            
            $
            30,262,629
            
            $
            33,118,800Interest
                receivable
            
            
            9,647
            
            
            16,719Total
                assets
            
            $
            30,272,276
            
            $
            33,135,519**Liabilities
                and Shareholders’ Equity**Settlement
                contracts and income distribution agreement
              with
                the Up-MACRO Holding Trust
            
            $
            15,020,152
            
            $
            1,797,050Operating
                expenses payable
            
            
            111,975
            
            
            33,576Distributions
                payable to shareholders
            
            
            77,161
            
            
            81,860Total
                liabilities
            
            
            15,209,288
            
            
            1,912,486**Shareholders’
                Equity**Equity
                attributable to Down-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
            
            
            15,062,988
            
            
            31,223,033Total
                Shareholders’ Equity
            
            
            15,062,988
            
            
            31,223,033Total
                Liabilities and Shareholders’ Equity
            
            $
            30,272,276
            
            $
            33,135,519




*See
      notes to the financial statements*





F-2





**MACROshares
      Oil Down 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
            
            $
            104,575Total
                investment income
            
            
            1,004,935
            
            
            104,575**Expenses******Operating
                expenses
            
            
            372,136
            
            
            33,576Net
                investment income
            
            
            632,799
            
            
            70,999**Realized
                and Unrealized Gain (Loss)**Net
                increase in unrealized depreciation on settlement
              contracts
                and income distribution agreement
            
            
            (11,000,127
            )
            
            (346,147
            )Net
                realized gain on settlement
              contracts
                and income distribution agreement
            
            
            406,901
            
            
            -Net
                realized and unrealized loss
            
            
            (10,593,226
            )
            
            (346,147
            )Net
                loss
            
            $
            (9,960,427
            )
            $
            (275,148
            )Net
                loss per share - See Note E
            
            $
            (8.59
            )
            $
            (0.24
            )Weighted
                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-3







**Claymore
      MACROshares Oil Down Holding Trust**


**Statements
      of Changes in Shareholders’ Equity**




**Down-MACRO**
              **Holding**
              **Shares**
            
            **Founders’**
              **Shares**
            
            **Total****Shareholders’
                Equity, November 29, 2006**
            
            $
            -
            
            $
            1,000
            
            $
            1,000Contributions
            
            
            31,580,041
            
            
            -
            
            
            31,580,041Distributions
                ($0.0496 per share - See Note E)
            
            
            (81,860
            )
            
            -
            
            
            (81,860
            )Redemptions
            
            
            -
            
            
            (1,000
            )
            
            (1,000
            )Net
                loss
            
            
            (275,148
            )
            
            -
            
            
            (275,148
            )**Shareholders’
                Equity, December 31, 2006**
            
            $
            31,223,033
            
            $
            -
            
            $
            31,223,033Contributions
            
            
            20,697,713
            
            
            -
            
            
            20,697,713Distributions
                ($0.4863 per share - See Note E)
            
            
            (488,618
            )
            
            -
            
            
            (488,618
            )Redemptions
            
            
            (26,408,713
            )
            
            -
            
            
            (26,408,713
            )Net
                loss
            
            
            (9,960,427
            )
            
            -
            
            
            (9,960,427
            )**Shareholders’
                Equity, December 31, 2007**
            
            $
            15,062,988
            
            $
            -
            
            $
            15,062,988





**Down-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-4







**MACROshares
      Oil Down 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:**Net
              loss
            
            $
            (9,960,427
            )
            $
            (275,148
            )Adjustments
                to reconcile net loss to net cash
              provided
                by operating activities:Net
                unrealized depreciation on settlement contracts and
              Income
                distribution agreement
            
            
            11,000,127
            
            
            346,147Settlement
                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
            
            
            2,316,324
            
            
            87,856**Cash
                flows from financing activities:**Contributions
            
            
            24,055,535
            
            
            33,030,944Redemptions
            
            
            (28,734,713
            )
            
            (1,000
            )Distributions
            
            
            (493,317
            )
            
            -Net
                cash (used in) provided by financing activities
            
            
            (5,172,495
            )
            
            33,029,944Net
                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-5







**MACROshares
      Oil Down Holding Trust**


**NOTES
      TO THE FINANCIAL STATEMENTS**


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




On
      August
      17, 2007, MacroMarkets LLC and Claymore Group, Inc. entered into a binding
      agreement pursuant to which (i) Claymore Securities, Inc., a wholly-owned
      subsidiary of Claymore Group Inc., (A) resigned as a marketing agent for the
      Down-MACRO Holding Shares, effective August 17, 2007, with MACRO Financial,
      LLC,
      which was acting as an additional marketing agent for the Down-MACRO Holding
      Shares, assuming all of Claymore Securities, Inc.’s duties as Marketing Agent
      and (B) resigned as the Administrative Agent for the Down-MACRO Holding Trust,
      effective September 30, 2007, (ii) Claymore Group Inc. sold its equity interest
      in MACRO Securities Depositor, LLC to MacroMarkets LLC on August 18, 2007 and
      (iii) the Claymore MACROshares Oil Down Holding Trust and Claymore MACROshares
      Oil Down Holding Shares were renamed the “MACROshares Oil Down Holding Trust”
and the “MACROshares Oil Down Holding Shares”, respectively. MacroMarkets LLC
      was appointed as the successor Administrative Agent and accepted such
      appointment pursuant to the Third Amended and Restated Trust Agreement for
      the
      Down-MACRO Holding Shares, dated as of October 1, 2007, and entered into among
      the Trustee, MacroMarkets LLC, as Administrative Agent, MACRO Securities
      Depositor, as Depositor and MACRO Financial, LLC, as Marketing Agent.




The
      Down-MACRO Holding Trust and the Up-MACRO Holding Trust are referred to as
      " **Paired
      Holding Trusts** ".
      The
      descriptions of the Paired Holding Trusts in these notes reflect the trust
      agreements as amended on October 1, 2007. Operations of the Down-MACRO Holding
      Trust and Down-MACRO Tradeable Trust commenced on November 29, 2006. No
      creations or other activity occurred between November 24, 2006 and the
      commencement date. 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 " **Down-MACRO
      Holding Shares** "
      and
      " **Up-MACRO
      Holding Shares** "
      and,
      collectively, as " **Paired
      Holding Shares** ")
      in
      minimum aggregations called " **MACRO
      Units,** "
      each of
      which consists of 50,000 Down-MACRO Holding Shares and 50,000 Up-MACRO Holding
      Shares. The objective of the Paired Holding Trusts is, in the case of the
      Down-MACRO Holding Trust, to provide investors with investment returns that
      correspond inversely with changes in the price of NYMEX crude oil futures
      contracts within the range from (i) zero to (ii) twice the starting level of
      and
      $60 (the " **Starting
      Level** ")
      and,
      in the case of the Up-MACRO Holding Trust, to provide investors with investment
      returns that correspond with the price of NYMEX crude oil futures within the
      range from (i) zero to (ii) twice the Starting Level. The Starting Level was
      $60, therefore the price range within which the Paired Holding Trusts are
      expected to provide a return to both of the Paired Holding Shares is $0 to
      $40
      and $0 to $120 for the year ended December 31, 2007 and for the period from
      November 29, 2006 (commencement of operations) through December 31, 2006,
      respectively. There can be no assurance that the Paired Holding Trusts will
      achieve their investment objective.




The
      Depositor, State Street Bank and Trust Company, as trustee (in such capacity,
      the " **Trustee** "),
      MacroMarkets LLC, as Administrative Agent and MACRO Financial, LLC as Marketing
      Agent (in such capacities, the " **Administrative
      Agent** "
      and the
      " **Marketing
      Agent** "),
      respectively, have entered into trust agreements that govern the activities
      of
      the Down-MACRO Tradeable Trust and the Down-MACRO Holding Trust and specify
      the
      terms of the shares issued by the Down-MACRO Tradeable Trust (the " **Down-MACRO
      Tradeable Shares** ")
      and
      the Down-MACRO Holding Shares, respectively. The Down-MACRO Tradeable Trust
      issues the Down-MACRO Tradeable Shares on a continuous basis in exchange for
      deposits of Down-MACRO Holding Shares. Down-MACRO Tradeable Shares are only
      issued or exchanged for the underlying Down-MACRO Holding Shares in connection
      with the deposit of Down-MACRO Holding Shares into the Down-MACRO Tradeable
      Trust or the withdrawal of Down-MACRO Holding Shares from the Down-MACRO
      Tradeable Trust. One Down-MACRO Tradeable Share is issued for each Down-MACRO
      Holding Share deposited into the Down-MACRO Tradeable Trust. The per share
      " **underlying
      value** "
      of one
      Down-MACRO Tradeable Share is always equal to the underlying value of one
      Down-MACRO Holding Share. The underlying value of the Down-MACRO Holding Trust's
      shares represents that portion of the proceeds of the assets of the Down-MACRO
      Holding Trust that would be distributed in conjunction with a redemption and
      as
      a final distribution upon termination if the Paired Holding Trusts were to
      settle the settlement contracts and the Down-MACRO Holding Trust were to make
      a
      final distribution on the Down-MACRO Holding Shares. The Down-MACRO Tradeable
      Trust would pass through such final distribution to holders of Down-MACRO
      Tradeable Shares. The underlying value per share of the Down-MACRO Holding
      Trust
      at December 31, 2007 was $8.01 and $58.98 ($19.66 after giving affect to the
      share split described at Note E) at December 31, 2006. Paired Holding Shares
      are
      only created and redeemed, and Down-MACRO Tradeable Shares are only created
      and
      exchanged, through entities who are banks, broker-dealers or other participant
      members of The Depository Trust Company (" **DTC** ")
      who
      have executed a contract with the Trustee and the Administrative Agent
      (" **Authorized
      Participants** ").
      Each
      Down-MACRO Tradeable Share represents an undivided beneficial interest in the
      pool of Down-MACRO Holding Shares deposited in the Down-MACRO Tradeable Trust.
      Issuances and redemptions of Down-MACRO Holding Shares 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-6







The
      assets of the Down-MACRO Tradeable Trust consist solely of the Down-MACRO
      Holding Shares on deposit from time to time therein. Prior to November 29,
      2006,
      the Depositor and Claymore Securities, Inc. each made an initial deposit of
      $500
      into the Down-MACRO Holding Trust and $500 into the Down-MACRO Tradeable Trust,
      for a total initial deposit into each trust of $1,000 (for each trust, the
      " **Founders'
      Equity** ").
      During the period ended December 31, 2006, the Founders' Equity of both the
      Down-MACRO Holding Trust and the Down-MACRO Tradeable Trust was redeemed and
      returned to the Depositor and Claymore Securities, Inc. The Down-MACRO Tradeable
      Trust shares trade on the American Stock Exchange (" **AMEX** "),
      at
      negotiated prices, during " **New
      York**  **Business
      Days** "
      (any
      day on which stock exchanges and New York money center banks are open for
      business). The market price of the Down-MACRO Tradeable Shares may diverge
      from
      the closing per share underlying value of the Down-MACRO Tradeable Trust. Based
      on market demand the Down-MACRO Tradeable Shares may trade at a premium or
      a
      discount to their per share underlying value.




The
      assets of the Down-MACRO Holding Trust consist of cash, government securities,
      repurchase agreements collateralized by U.S. government securities and OTC
      derivative instruments entered into between the Paired Holding Trusts. These
      derivative instruments consist of " **Settlement
      Contracts** "
      which
      provide that the Down-MACRO Holding Trust is entitled to receive from, or is
      required to make to, the Up-MACRO Holding Trust a payment at the termination
      of
      each of these contracts in an amount that reflects the price change between
      the
      settlement price of NYMEX crude oil futures contracts (the " **Closing
      Price** ")
      at the
      time when the Settlement Contracts are terminated and the Starting Level of
      that
      price on November 29, 2006. The NYMEX crude oil futures contracts that are
      referenced by the Paired Holding Trusts are (i) futures contracts that mature
      during the next calendar month succeeding the current month for any date of
      determination occurring on or after the first day of the current month up to
      but
      excluding the 11th New York Business Day of that month and (ii) futures
      contracts that mature during the second calendar month succeeding the current
      calendar month for any date of determination occurring on or after such 11th
      New
      York Business Day (provided that the switch out of next month's contract to
      the
      succeeding month's contract may not take place later than the 17th day of each
      month).




For
      purposes of determining the underlying value at which Paired Holding Shares
      are
      redeemed or created, as defined in the Down-MACRO Holding Trust Agreement,
      each
      Settlement Contract is valued on each New York Business Day against the Closing
      Price and the resulting percentage change in the Closing Price from the Starting
      Level. The performance obligations of the Paired Holding Trusts to each other
      under the Settlement Contracts are 100% collateralized by cash, U.S. government
      securities and repurchase agreements backed by U.S. government securities that
      are held in each of the Paired Holding Trusts. The Down-MACRO Holding Trust's
      obligations are not leveraged and the trust realizes capital gains or losses
      only when a Settlement Contract is terminated in connection with a paired
      optional redemption, an early termination or the final scheduled termination
      of
      the Paired Holding Trusts.


The
      " **Income
      Distribution Agreement** "
      entered
      into between the Paired Holding Trusts is the means for allocating between
      the
      Paired Holding Trusts the daily income accrual on the U.S. government securities
      and other assets on deposit in the trusts. Under the Income Distribution
      Agreement, the Down-MACRO Holding Trust is obligated to pay a portion of its
      income to the Up-MACRO Holding Trust or entitled to receive a portion of the
      Up-MACRO Holding Trust's income, based on the percentage change of the Closing
      Price and the Starting Level on each day of the calendar quarter between
      distribution dates. The Down-MACRO Holding Trust's daily income for the purposes
      of determining underlying value recorded under the Income Distribution Agreement
      reflects either an asset receivable due it or a liability payable by it, based
      upon the difference in the daily value of the Closing Price and its Starting
      Level. A payment is made by one of the Paired Holding Trusts to the other on
      each quarterly distribution date and the Down-MACRO Holding Trust then
      distributes its remaining income (if it had to make a payment under the Income
      Distribution Agreement) or all of its income and a portion of the income it
      received from the Up-MACRO Holding Trust (if it received a payment under the
      Income Distribution Agreement) as a quarterly distribution to its shareholders
      on or immediately following such quarterly distribution date.





F-7








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 Down-MACRO Holding Trust in the preparation of
      its
      financial statements.


**Basis
      of Accounting**




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




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




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


The
      Down-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-8





**Cash
      and Cash Equivalents**




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


The
      Down-MACRO Holding Trust invests in debt securities issued by the U.S.
      government and repurchase agreements (or " **repo** s")
      collateralized by U.S. government securities, which have, in each case,
      remaining maturities or terms of less than ninety (90) days. The Down-MACRO
      Holding Trust may enter into repurchase agreements with banks and broker-dealers
      whereby the Down-MACRO Holding Trust acquires a U.S. debt security for cash
      and
      obtains a simultaneous commitment from the seller to repurchase the security
      at
      an agreed upon price and date. The Down-MACRO Holding Trust, through its
      custodian, takes possession of securities that are used as collateral. In
      connection with transactions in repos, if the seller defaults or enters into
      insolvency proceedings and the value of the collateral declines, recovery of
      cash by the Down-MACRO Holding Trust may be delayed or limited. The U.S.
      government securities and repos are valued at amortized cost, which approximates
      market value.


**The
      Settlement Contracts**


Upon
      each
      issuance of Down-MACRO holding shares as part of a MACRO Unit in a Paired
      Subsequent Issuance, the Down-MACRO Holding Trust enters into a new Settlement
      Contract with the Up-MACRO Holding Trust. For each New York Business Day, the
      Paired Optional Redemptions and Paired Subsequent Issuances ordered on that
      day
      are netted for purposes of determining how many Settlement Contracts need to
      be
      entered into or terminated on that day; however, one Settlement Contract must
      always be outstanding for one MACRO Unit of outstanding Paired Holding Shares.
      Under the Settlement Contracts, the Down-MACRO Holding Trust is either (1)
      required to deliver all or a portion of its assets (held in the form of cash,
      government securities and repos) to the Up-MACRO Holding Trust or (2) entitled
      to receive all or a portion of the assets (held in the form of the same types
      of
      assets) of the Up-MACRO Holding Trust. The settlement payments 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 Down-MACRO Holding Shares depends upon the settlement
      payment that the Down-MACRO Holding Trust will either be required to make or
      be
      entitled to receive under the Settlement Contracts when such contracts are
      settled in connection with Paired Optional Redemptions, early terminations
      or
      the final scheduled termination of the Down-MACRO Holding Trust.





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





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





For
      the
      purpose of financial reporting, the settlement contracts constitute derivative
      contracts. Accordingly, the settlement contracts are recorded in the financial
      statements at fair value, as determined by the Administrative Agent. As there
      is
      no market for the settlement contracts, and no such market is expected to
      develop, the Administrative Agent determines the fair value of the settlement
      contracts by reference to various inputs, including the contractual amount
      due
      to or from the other trust, applicable market indices, and the prices of
      transactions in Down-MACRO Tradeable Shares on the AMEX. The fair value of
      the
      settlement contracts as determined in good faith by the Administrative Agent
      could differ from the value that would have been determined had a market for
      the
      settlement contracts existed, and the differences could be material. The fair
      value of the settlement contracts held by the Down-MACRO Holding Trust as of
      December 31, 2007 and December 31, 2006 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-9








**Income
      Distribution Agreement**




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




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




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


**Federal
      Income Taxes**




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




C.
            Operating
                Expenses and Related Party
                Waivers




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




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





F-10







C1.
            Related
                Party Expenses and Waivers




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




During
      the period from January 1, 2007 through September 30, 2007, Claymore Securities,
      Inc. made all investment decisions for the Down-MACRO Holding Trust and
      beginning October 1, 2007 the investment decisions were made by MacroMarkets,
      LLC. Pursuant to the Down-MACRO Holding Trust Agreement, the Down-MACRO Holding
      Trust pays MacroMarkets LLC a fee that accrues daily at an annualized rate
      of
      0.35% of the Down-MACRO Asset Amount for acting as the Administrative Agent.
      The
      fees for the year ended December 31, 2007 and 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
      Down-MACRO Holding Trust pays (a) MacroMarkets LLC (i) in addition, a licensing
      fee for the use of its intellectual property related to the patented MACROs
      structure, which accrues daily at an annualized rate of 0.10% on the Down-MACRO
      Asset Amount, (ii) a structuring fee for structuring the product, which accrues
      at an annualized rate of 0.20% on the Down-MACRO Asset Amount and pays (b)
      MACRO
      Financial, LLC, an affiliate of MacroMarkets LLC, a marketing fee for acting
      as
      Marketing Agent for the trust, which accrues daily at an annualized rate of
      0.10% of the Down-MACRO Asset Amount. . Prior to August 17, 2007, Claymore
      Securities, Inc. also acted as marketing agent for the Trusts. The Claymore
      Securities, Inc. fees for acting in this capacity for the period 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 Down-MACRO Holding Trust, the Trustee receives a fee
      with
      respect to the services for the Down-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
      Down-MACRO Asset Amount on such day. During the Reporting Period, a minimum
      Trustee fee was allocated to the Down-MACRO Holding Trust. Trustee fees for
      the
      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 State Street Bank and Trust Company, is the " **Custodian** "
      of the
      Trust assets on behalf of the Down-MACRO Holding Trust.




D.
            Distributions




The
      Trustee of the Down-MACRO Holding Trust will make quarterly and final
      distributions to each person who was a " **Registered
      Owner** ",
      which
      is the depository or nominee thereof in which name the Down-MACRO Holding Shares
      are registered, on the record date that preceded such distribution date. The
      quarterly and final distributions will be made after all expenses of the
      Down-MACRO Holding Trust have been paid. The amount of the quarterly
      distributions may consist of interest and other income received on the debt
      securities issued by the U.S. government and repos, income received by the
      Down-MACRO Holding Trust under the Income Distribution Agreement, and all
      paid-in interest associated with any paired issuances. For the quarters ended
      December 31, 2007, September 30, 2007, June 30, 2007, and March 31, 2007, the
      distributions were approximately $0.0514, $0.2817, $0.4431, and $0.5259 per
      share, respectively ($0.0514, $0.0939, $0.1477, and $0.1753 per share,
      respectively, after giving effect to the share split described in Note E).
      For
      the period ended December 31, 2006, the distribution was approximately $0.1488
      per share ($0.0496 per share after giving effect to the share split described
      in
      Note E).





F-11







E.
            Share
                Transactions




On
      October 2, 2007, the Depositor announced a three-for-one split of the
      MACROshares Oil Down Holding Shares (formerly known as the Claymore MACROshares
      Oil Down Holding Shares). Each shareholder of record at the close of business
      on
      October 19, 2007 received two additional shares for every one share held on
      the
      record date. The payable date for the additional shares was October 22, 2007.
      Trading began on a split adjusted basis on October 23, 2007. The total number
      of
      authorized shares remains unlimited and the associated par value was reduced
      from $60 to $20 by this action. All references to the number of shares
      outstanding, contributed and redeemed in these Financial Statements and Notes
      to
      the Financial Statements have not been retroactively adjusted to give effect
      to
      the share split. The net loss per share and weighted average shares outstanding
      disclosed in the Statement of Operations and the per share distribution amounts
      disclosed in the Statement of Changes in Shareholders’ Equity have been restated
      to give effect to the share split.




For
      the
      year ended December 31, 2007, 1,400,000 of the Down-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 $20,697,713, with an
      underlying value of $19,394,000. The Down-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 Statement of Changes in
      Shareholders' Equity. For the year ended December 31, 2007, 450,000 of
      Down-MACRO Holding Trust shares were redeemed at the value of the equity
      attributable to such shares of $26,408,713 with an underlying value of
      $28,734,713.




F.
            Indemnifications




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




G.
            Recent
                Accounting Pronouncements




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




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.





F-12







On
      June
      18, 2007, the American Institute of Certified Public Accountants' (AICPA)
      Accounting Standards Executive Committee (AcSEC) issued Statement of Position
      (SOP) 07-1, "Clarification of the Scope of the Audit and Accounting Guide"
      Investment Companies and "Accounting by Parent Companies and Equity Method
      Investors for Investments in Investment Companies." The SOP provides guidance
      for determining whether an entity is within the scope of the AICPA Audit and
      Accounting Guide for Investment Companies (the Guide). For those entities that
      are investment companies under the SOP, it also addresses whether the
      specialized industry accounting principles of the Guide should be retained
      by a
      parent company in consolidation or by an investor that has the ability to
      exercise significant influence over the investment company and applies the
      equity method of accounting to its investment in the entity (referred to as
      an
      equity method investor). In addition, the SOP includes certain disclosure
      requirements for parent companies and equity method investors in investment
      companies that retain Investment Company accounting in the parent company's
      consolidated financial statements or the financial statements of an equity
      method investor. SOP 07-1 is effective for fiscal years beginning on or after
      December 15, 2007. The Depositor of the Down-MACRO Holding Trust is currently
      evaluating the scope of SOP 07-1 and the impact it will have on the Down-MACRO
      Holding Trust's financial statement disclosures. On October 17, 2007, the FASB
      agreed to propose an indefinite delay in the effective date of SOP 07-01 and
      for
      entities that meet the definition of an investment company in SOP 07-01, of
      FSP
      46 (R)-7, Application of FASB Interpretation No 46 (R) to Investment Companies.
      The Depositor of the Up MACRO Tradeable Trust is currently evaluating the scope
      of SOP 07-01 and the impact it will have pm the Up-MACRO Treadeable Trust’s
      financial statement disclosures.




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 Company 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 Company is
      currently evaluating the impact EITF 07-01 will have on its financial
      statements.




H.
            Concentration
                Risk




The
      Down-MACRO Holding Trust's performance at underlying value is determined by
      the
      daily Closing Price of NYMEX light sweet crude oil futures contracts. Therefore,
      the primary risk of loss to the Down-MACRO Holding Trust comes from fluctuations
      in the Closing Price of crude oil futures contracts. The minimum price level
      of
      crude oil futures for which the Down-MACRO Holding Trust can deliver investment
      returns at underlying value corresponding inversely to the change in price
      of
      such crude oil futures is equal to $0.00. (Conversely, the maximum price level
      of crude oil futures for which the Up-MACRO Holding Trust can deliver investment
      returns at underlying value corresponding to the change in price of such crude
      oil futures is equal to zero). Also, the Down-MACRO Holding Trust is exposed
      to
      possible indemnification obligations, as described above. An additional risk
      comes from interest rate fluctuations, which affects the total amount of income
      earned by the Paired Holding Trusts. In addition, State Street and Trust Company
      holds 100% of the cash and cash equivalents on deposit. There are risks in
      terms
      of exposure to State Street Bank and Trust Company in that the Down-MACRO
      Holding Trust may potentially lose all or a portion the cash that is held at
      State Street Bank and Trust Company.





F-13







I.
            Termination
                of the Trust




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




Additional
      termination events of the Down-MACRO Holding Trust consist of (i) any event
      in
      which any of the Paired Holding Trusts or the Tradeable Trusts (collectively,
      the " **MACRO
      Trusts** ")
      become
      insolvent or bankrupt; (ii) any of the MACRO Trusts become required to register
      as "investment companies" under the Investment Company Act of 1940, as amended;
      (iii) the MACRO Trusts are prohibited from using, or NYMEX or the applicable
      substitute oil price provider does not establish, a settlement price for light
      sweet crude oil futures or the applicable substitute reference oil price for
      five consecutive New York Business Days and no other substitute oil benchmark
      is
      identified and approved by the shareholders and/or the Depositor is unable
      to
      negotiate a licensing arrangement with any such substitute oil price provider;
      (iv) the Closing Price falls to only 15% of its Starting Level (at which Closing
      Price the Down-MACRO Holding Trust would be entitled to receive all but 15%
      of
      the Up-MACRO Holding Trust's assets) or the Closing Price rises to a level
      that
      is equal to 185% of its Starting Level (at which Closing Price the Down-MACRO
      Holding Trust would be entitled to retain only 15% of its own assets under
      the
      Settlement Contracts); (v) the reduction of the funds on deposit in either
      of
      the Paired Holding Trusts to an amount below $10 million U.S. dollars; and
      (vi)
      the amount of cash and U.S. government securities on deposit in the Up-MACRO
      Holding Trust or the Down-MACRO Holding Trust is reduced to $50 million or
      less
      after previously reaching an amount equal to $200 million or more, or the
      failure on the part of the Paired Holding Trusts to each hold cash and U.S.
      government securities in an amount equal to at least $200 million after six
      months or more have elapsed since the commencement of operations and the
      Depositor elects to terminate the Paired Holding Trusts. As of May 29, 2007,
      six
      months had elapsed since the commencement of operations of the Paired Holding
      Trusts and they held approximately $48.3 million of cash and government
      securities. Therefore, because the Paired Holding Trusts did not each hold
      cash
      and U.S. government securities in an amount equal to at least $200 million,
      after six months had elapsed since the Closing Date, the Depositor has the
      right, for so long as such $200 million threshold has not been reached, to
      terminate each of the Paired Holding Trusts. However, the Depositor currently
      has no intention of terminating the Paired Holding Trusts.




In
      the
      case of each of these termination events, including the event described in
      clause (iv) above, the Settlement Contracts would settle on the next
      distribution date on the basis of the Closing Price on the last New York
      Business Day that preceded that distribution date, which may be different from
      the Closing Price at the time when the termination event occurred.





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-14










**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 Down Holding Trust/s/
                Samuel Masucci, IIISamuel
                Masucci, IIIChief
                Executive Officer/s/
John
              A. FlanaganJohn
                A. FlanaganChief
                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, IIISamuel
                Masucci, IIIChief
                Executive Officer/s/
John
              A. FlanaganJohn
                A. FlanaganChief
                Financial Officer/s/
Robert
              TullRobert
                TullManager




March
      28,
      2008