EXHIBIT 3.7



                                                          State of Delaware
                                                          Secretary of State
                                                      Division of Corporations
                                                   Delivered 01:13 PM 10/12/2004
                                                     FILED 01:20 PM 10/12/2004
                                                   SRV 040734579 - 3789938 FILE


                              AMENDED AND RESTATED
                              CERTIFICATE OF TRUST
                                       OF
                      MACQUARIE INFRASTRUCTURE ASSETS TRUST

                        Pursuant to Section 3810 of the
                          Delaware Statutory Trust Act

            This Amended and Restated Certificate of Trust of Macquarie
Infrastructure Assets Trust (the "Trust") dated as of October 12, 2004, is being
duly executed and filed by a Regular Trustee, in accordance with the provisions
of Section 6 Del. C. 3810 of the Delaware Statutory Trust Act, for purposes of
changing the Trust's name from Macquarie Infrastructure Assets Trust to
Macquarie Infrastructure Company Trust, and otherwise restating the original
Certificate of Trust of Macquarie Infrastructure Assets Trust, which was filed
on April 13, 2004 with the Office of the Secretary of State of the State of
Delaware (the "Certificate") to form a statutory trust under the Delaware
Statutory Trust Act, 12 Del. C. Sections 3801, et seq.

            The Certificate is hereby amended and restated in its entirety to
read as follows:

            1. Name. The name of the statutory trust formed hereby is Macquarie
Infrastructure Company Trust.

            2. Delaware Trustee. The name and address of the Trustee of the
Trust with a principal place of business in the State of Delaware is Wells Fargo
Delaware Trust Company, 919 N. Market Street, Suite 700, Wilmington, DE 19801.

            3. Effective Date. This Certificate of Trust shall become effective
upon filing in the office of the Secretary of State of the State of Delaware.



            IN WITNESS WHEREOF, the undersigned, as a Regular Trustee, has
executed this Amended and Restated Certificate of Trust as of the date first
above written.

                                       /s/ Peter Stokes
                                       ---------------------------------
                                       Name: Peter Stokes
                                       Title: Regular Trustee