~~Table~~UNITED ~~of Contents~~STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~October~~December 2421, 2006

MACQUARIE INFRASTRUCTURE COMPANY TRUST

(Exact name of registrant as specified in its charter)

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

~~MACQUARIE~~(Exact ~~INFRASTRUCTURE~~name ~~COMPANY~~of ~~LLC~~ registrant as specified in its charter)

~~(Exact~~MACQUARIE ~~name~~INFRASTRUCTURE ofCOMPANY ~~registrant as specified in its charter)~~LLC

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

(Exact name of registrant as specified in its charter)

125 West 55th Street,
Delaware	001-32384	43-2052503
New York, New York	10019
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

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


		125 West 55^th Street, New York, New York		10019

		(Address of Principal Executive Offices)		(Zip Code)

~~Not~~Registrant’s ~~Applicable~~ telephone number, including area code: (212) 231-1000

~~(Former~~Not ~~name or former address, if changed since last report)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~425 under~~ the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR~~is ~~230.425)~~intended ~~o Soliciting material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14a-12)~~under oany ~~Pre-commencement~~of ~~communications pursuant to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. ~~o Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~under the Exchange Act (17 CFR 240.13e-4(c))~~:

~~TABLE~~o OFWritten ~~CONTENTS~~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 ~~Entry~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement Item 8.01 Other Events Item 9.01 Financial Statements and Exhibits SIGNATURES SIGNATURES EX-1.1: PURCHASE~~ AGREEMENT.

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

~~Item~~MIC expects to close the transaction through its airport services business. MIC expects to finance the purchase price and the associated transaction and other costs, in part, with $32.5 1million of additional term loan borrowings under an expansion of the credit facility at its airport services business.01 MIC ~~Entry~~expects ~~into~~to apay ~~Material~~the ~~Definitive~~remainder ~~Agreement~~of the purchase price and associated costs with cash on hand. The credit facility will continue to be secured by all of the assets and stock of companies within the airport services business.

OnMIC ~~October 24,~~Inc. ~~2006,~~has ~~Macquarie~~received ~~Infrastructure~~commitment ~~Company~~letters ~~Trust~~providing (for the ~~“Trust”) and Macquarie~~$32.5 million ~~Infrastructure~~expansion ~~Company~~of ~~LLC (~~the ~~“Company,”~~airport ~~and~~services ~~together~~business ~~with~~debt ~~the~~facility ~~Trust,~~to ~~the~~finance ~~“Registrants”) entered into a Purchase Agreement, dated October 24, 2006 (~~the ~~“Purchase Agreement”), among the Registrants~~ ~~and Merrill Lynch & Co~~acquisition., ~~Merrill~~The ~~Lynch,~~term ~~Pierce,~~loan ~~Fenner & Smith Incorporated~~facility, ~~Citigroup~~currently ~~Global Markets Inc. and Credit Suisse Securities (USA)~~$480 ~~LLC,~~million asdue ~~representatives of the underwriters named~~ in ~~the Purchase Agreement (the “Underwriters”)~~December, ~~whereby the Registrants agreed to sell and the~~ ~~Underwriters~~2010, ~~agreed~~will tobe ~~purchase,~~increased ~~subject~~ to ~~and~~$512.5 million ~~upon~~on terms ~~and~~that ~~conditions~~are ~~set forth therein,~~substantially ~~9,000,000~~similar ~~shares~~to ofthose ~~trust~~in ~~stock,~~place ~~each~~on ~~share~~the ~~representing~~existing ~~one~~term ~~beneficial~~loan ~~interest~~facility, inwith the ~~Trust (the~~ ~~“Shares”)~~following ~~under~~exceptions: the ~~Registrants’~~trailing ~~existing~~12 month ~~shelf~~minimum ~~registration~~EBITDA ~~statement~~will ~~(Registration~~increase ~~Nos.~~to ~~333-138010 and 333-138010-01)~~$78.16 million ~~Additionally,~~in ~~the~~2007 ~~Purchase~~and ~~Agreement~~$84.10 million ~~grants~~in ~~the~~2008 ~~Underwriters~~and ~~an option~~we towill ~~purchase~~be uprequired to hedge ~~1,350,000~~100% ~~additional shares~~ of ~~trust~~our ~~stock~~interest ~~solely~~rate toexposure ~~cover~~under ~~overallotments~~this facility. ~~The~~ ~~Purchase~~We ~~Agreement~~are evaluating ~~contains~~entering ~~customary~~into ~~representations,~~forward ~~warranties~~starting ~~and~~interest ~~agreements~~rate ofswaps ~~the~~prior ~~Trust and the Company and customary conditions~~ to closing, effectively ~~indemnification~~fixing ~~rights and obligations of~~ the ~~parties~~ ~~and~~interest ~~termination~~rate ~~provisions.~~for Aall ~~copy~~or most of the ~~Purchase~~increase ~~Agreement is attached hereto as Exhibit 1.1. The foregoing summary does not purport to be complete and is qualified~~ in ~~its~~debt ~~entirety by~~in ~~reference to the Purchase Agreement~~advance.

~~Item~~The purchase agreements contain various provisions customary for transactions of this size and type, including representations, warranties and covenants with respect to the business that are subject to customary limitations. The agreements provide for one-year escrows of $1.0 8million in total to cover indemnities.01 ~~Other~~The ~~Events~~amount of indemnification payable under the agreement is limited to 30% of the purchase price, with some exceptions.

OnCompletion ~~October 30, 2006, the Registrants completed the offering~~ of the ~~Shares~~acquisition ~~under~~is ~~their~~subject ~~existing shelf~~to ~~registration~~regulatory ~~statement~~and ~~described~~other ~~above~~approvals, ~~which generated~~ ~~approximately~~including ~~$252.8~~approval ~~million~~of ~~in net proceeds to~~ the ~~Registrants.~~relevant ~~The~~airport ~~Registrants~~authority, ~~plan~~the toexpiration ~~use~~or ~~the~~early termination ~~proceeds~~ of ~~the~~any ~~offering~~waiting toperiod ~~repay borrowings~~ under the ~~acquisition~~Hart-Scott-Rodino ~~credit~~Antitrust ~~facility~~Act, receipt of ~~Macquarie~~audited ~~Infrastructure~~financial ~~Company~~statements ~~Inc.,~~for ~~incurred to~~the ~~finance~~year ~~certain~~ended ~~acquisitions~~December 31, 2005 and ~~any~~other ~~remaining~~customary ~~amounts~~closing ~~for general corporate purposes~~conditions.

~~Item 9~~The counterparties to the business purchase agreement are: David G.01 ~~Financial~~Price, David ~~Statements~~G. Price 2006 Family Trust, Dallas P. Price-Van Breda, Dallas Price-Van Breda 2006 Family Trust and ~~Exhibits~~Supermarine Aviation, Limited. The counterparty to the membership interest purchase agreement is David G. Price.

(d)		Exhibits
1.1		Purchase Agreement, dated October 24, 2006, among Macquarie Infrastructure Company LLC, Macquarie Infrastructure Company Trust, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.

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

~~Table of Contents~~SIGNATURES

~~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.

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
		Name:	Peter Stokes
		Title:	Regular Trustee

SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

SIGNATURES


	MACQUARIE INFRASTRUCTURE COMPANY LLC
Dated: December 22, 2006	By:	/s/ Peter Stokes
		Name:	Peter Stokes
		Title:	Regular Trustee

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

Date: October 30, 2006

/s/ Peter Stokes

Name: Peter Stokes

Title: Regular Trustee

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