UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934~~ REPORT

~~Date of Report~~PURSUANT ~~(Date~~ TO ofSECTION ~~earliest~~13 ~~event~~OR ~~reported~~15(D): ~~December 21, 2006~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2007

MACQUARIE INFRASTRUCTURE COMPANY TRUST

------------------------------------------------------

(Exact name of registrant as specified in its charter)

Delaware		001-32385		20-6196808
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(Exact name of registrant as specified in its charter)~~____________________

MACQUARIE INFRASTRUCTURE COMPANY LLC

(Exact name of registrant as specified in its charter)

Delaware		001-32384		43-2052503
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

		125 West 55th Street,New York, New York		10019
		(Address of Principal Executive Offices)		(Zip Code)

____________________

125 West 55^th Street, New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 231-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o □ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01~~□ Soliciting ~~ENTRY~~material ~~INTO~~pursuant Ato ~~MATERIAL~~Rule ~~DEFINITIVE~~14a-12 ~~AGREEMENT.~~under the Exchange Act (17 CFR 240.14a-12)

~~On December 21, 2006, Macquarie Infrastructure Company LLC (together with~~□ ~~Macquarie Infrastructure Company Trust, “MIC”), through a wholly~~ Pre-~~owned subsidiary,~~commencement ~~entered~~communications ~~into~~pursuant ~~a business purchase agreement and a membership interest purchase agreement with the parties named below,~~ to ~~acquire~~Rule ~~100% of the interests in entities that own and operate two fixed base operations~~ 14d-2(~~“FBOs”~~b). ~~The~~under ~~total purchase price is a cash consideration of $85.0 million (subject to working capital adjustments). In addition to~~ the ~~purchase price, it~~Exchange ~~is anticipated that a further $4.5 million will be incurred to cover~~ Act ~~transaction~~ (17 ~~costs,~~CFR ~~integration costs and reserve funding~~240. ~~The FBOs are located at Stewart International Airport, NY and Santa Monica Airport, CA.~~ 14d-2(b))

~~MIC expects to close the transaction through its airport services business.~~□ ~~MIC~~ Pre-commencement ~~expects~~communications pursuant to ~~finance~~Rule ~~the~~13e-4(c) ~~purchase price and the associated transaction and other costs, in part, with $32.5 million of additional term loan borrowings~~ under ~~an expansion of~~ the ~~credit facility at its airport services business.~~Exchange ~~MIC expects to pay the remainder of the purchase price and associated costs~~ Act ~~with~~ (17 ~~cash~~CFR ~~on hand~~240. ~~The credit facility will continue to be secured by all of the assets and stock of companies within the airport services business.~~ 13e-4(c))

~~MIC Inc. has received commitment letters providing for the $32.5 million~~Section ~~expansion~~ 2 of- ~~the~~Financial airport services business debt facility to finance the acquisition. The term loan facility, currently $480 million due in December, 2010, will be increased to $512.5 million on terms that are substantially similar to those in place on the existing term loan facility, with the following exceptions: the trailing 12 month minimum EBITDA will increase to $78.16 million in 2007 and $84.10 million in 2008 and we will be required to hedge 100% of our interest rate exposure under this facility. We are evaluating entering into forward starting interest rate swaps prior to closing, effectively fixing the interest rate for all or most of the increase in debt in advance. Information

~~The purchase agreements contain various provisions customary for transactions~~Item ~~of this size and type, including representations, warranties and covenants with respect to the business that are subject to customary limitations~~ 2.01 ~~The agreements~~Completion ~~provide for one-year escrows~~ of ~~$1.0 million~~Acquisition inor ~~total~~Disposition ~~to cover indemnities. The amount~~ of ~~indemnification payable under the agreement is limited to 30% of the purchase price, with some exceptions~~Assets.

~~Completion~~On May 30, 2007, Macquarie Infrastructure Company (“MIC”), through its airport services business, completed the acquisitions of 100% of the ~~acquisition~~interests isin ~~subject~~entities tothat own ~~regulatory~~and operate two fixed base operations (“FBOs”). The FBOs are located at Santa Monica Municipal Airport in California and ~~other~~Stewart ~~approvals,~~International Airport ~~including~~ in ~~approval~~New ofYork. MIC acquired the ~~relevant~~FBOs ~~airport~~pursuant ~~authority,~~to ~~the~~two ~~expiration~~agreements orentered ~~early~~into ~~termination~~ as of December ~~any~~21, ~~waiting~~2006, ~~period~~a ~~under~~Business ~~the~~Purchase ~~Hart-Scott-Rodino~~Agreement ~~Antitrust~~(Santa ~~Act,~~Monica) entered into ~~receipt~~ with ofDavid ~~audited~~G. ~~financial~~Price, ~~statements~~David ~~for~~G. ~~the~~Price ~~year~~2006 ~~ended~~Family ~~December 31~~Trust, ~~2005~~Dallas P. Price-Van Breda, Dallas Price-Van Breda 2006 Family Trust and ~~other~~Supermarine ~~customary~~Aviation, Limited ~~closing~~and ~~conditions.~~a Membership Interest Purchase Agreement (Stewart) entered into with David G. Price.

The purchase ~~counterparties~~price paid to the ~~business~~Sellers ~~purchase~~at ~~agreement~~closing ~~are:~~was ~~David~~approximately G$87.2 ~~Price,~~million ~~David~~ in the Gaggregate (subject to final working capital adjustments) with no assumed debt. ~~Price~~The ~~2006~~total ~~Family~~funding ~~Trust,~~requirement ~~Dallas~~for Pthe transactions was approximately $90.2 million, ~~Price-Van~~including ~~Breda~~transactions costs, ~~Dallas~~funding ~~Price-Van~~of integration costs and a ~~Breda~~ payment ~~2006~~of ~~Family~~approximately ~~Trust~~$1.5 ~~and~~million ~~Supermarine~~to ~~Aviation,~~Macquarie ~~Limited~~Securities (USA) Inc. (“MSUSA”) ~~The~~in ~~counterparty~~its capacity as financial advisor to MIC. MIC funded the acquisitions ~~membership~~with ~~interest~~$32.5 ~~purchase~~million ~~agreement~~drawn isagainst ~~David~~an Gexisting credit facility at its airport services business and $57.7 ~~Price~~million of cash. Macquarie Securities is a subsidiary of Macquarie Bank Limited, the parent company of MIC’s Manager.

~~Macquarie Securities (USA) Inc. (“MSUSA”) is acting as financial advisor to MIC~~Section on 7 ~~the~~- ~~transaction.~~Regulation ~~MSUSA is a subsidiary of Macquarie Bank Limited, the parent company of MIC’s Manager.~~ FD

Item 7.01 Regulation FD Disclosure.

On June 4, 2007, we issued a press release related to the closing of the acquisition of two FBOs. A copy of the press release is attached as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, is being furnished under this Current Report on Form 8-K. It is not “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release

SIGNATURES

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

	MACQUARIE INFRASTRUCTURE COMPANY TRUST
Dated: December 22, 2006	By:	/s/ Peter Stokes
Date: June 4, 2007	By:	/s/ Peter Stokes
		Name:	Peter Stokes
	Name: Title:	Peter Stokes Regular Trustee
		Title:	Regular Trustee

SIGNATURES

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

	MACQUARIE INFRASTRUCTURE COMPANY LLC
Dated: December 22, 2006	By:	/s/ Peter Stokes
Date: June 4, 2007	By:	/s/ Peter Stokes
		Name:	Peter Stokes
	Name: Title:	Peter Stokes Chief Executive Officer
		Title:	Regular Trustee

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