Form 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-Q/A

(Mark one)


     |X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

                For the quarterly period ended December 31, 2008

     [ ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

             For the transition period from _________ to __________

                         Commission file number 0-24412

                           MACC PRIVATE EQUITIES INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                           42-1421406
        --------                                           ----------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

            580 Second Street; Suite 102, Encinitas, California 92024
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (760) 479-5080
                                 --------------
              (Registrant's telephone number, including area code)

       ------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

Indicate by check mark whether the registrant has (1) 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 [ ]

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
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                             Accelerated filer [ ]
Non-accelerated filer |X|                       Smaller reporting company [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the  Exchange  Act).  Yes [ ] No |X| At  December  31,  2008,  the
registrant had issued and outstanding 2,464,621 shares of common stock.




                                      Index
                                      -----

    PART I.     FINANCIAL INFORMATION

    Item 1.     Financial Statements                                            Page


                Condensed Balance Sheets
                at December 31, 2008 (Unaudited)
                and September 30, 2008..........................................3
                Condensed Statements of Operations
                (Unaudited) for the three months ended
                December 31, 2008 and December 31, 2007.........................4

                Condensed Statements of Cash Flows
                (Unaudited) for the three months ended
                December 31, 2008 and December 31, 2007.........................5

                Notes to Unaudited
                Condensed Financial Statements..................................6

                Schedule of Investments (Unaudited)
                at December 31, 2008............................................9

    Item 2.     Management's Discussion and Analysis
                of Financial Condition and Results of Operations ...............12

    Item 3.     Quantitative and Qualitative
                Disclosure About Market Risk....................................18

   Item 4.      Controls and Procedures.........................................18
   Item 4T.     Controls and Procedures.........................................19

Part II.        OTHER INFORMATION...............................................19

    Item 6.     Exhibits........................................................19

                Signatures......................................................20

                Certifications..................................................See Exhibits 31 and 32




PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

                           MACC PRIVATE EQUITIES INC.
                            Condensed Balance Sheets

                                                                                   December 31,         September 30,
                                                                                       2008                 2008
                                                                                   (Unaudited)
                                                                                 -----------------     ----------------

Assets

Cash and cash equivalents                                                    $            143,836              145,790
Loans and investments in portfolio securities, at market or fair value:
   Unaffiliated companies (cost of $2,267,557 and $2,274,595)                           1,807,139            1,530,127
   Affiliated companies (cost of $12,249,659 and $12,234,007)                          10,529,151           10,528,449
   Controlled companies (cost of $2,885,356 and $2,932,231)                             2,396,400            2,443,275
Interest receivable                                                                       307,675              313,561
Other assets                                                                              318,055              352,675
                                                                             ---------------------     ----------------
         Total assets                                                        $         15,502,256           15,313,877
                                                                             =====================     ================
Liabilities and net assets

Liabilities:
     Note payable                                                            $          4,702,084            4,750,405
     Incentive fees payable                                                                16,361               16,361
     Accounts payable and other liabilities                                               161,750              112,130
                                                                             ---------------------     ----------------
         Total liabilities                                                              4,880,195            4,878,896
                                                                             ---------------------     ----------------
Net assets:
     Common stock, $.01 par value per share; authorized 10,000,000 shares;
         issued and outstanding 2,464,621 shares                                           24,646               24,646
     Additional paid-in-capital                                                        13,267,297           13,349,317
     Unrealized depreciation on investments                                           (2,669,882)          (2,938,982)
                                                                             ---------------------     ----------------
         Total net assets                                                              10,622,061           10,434,981
                                                                             ---------------------     ----------------
         Total liabilities and net assets                                    $         15,502,256           15,313,877
                                                                             =====================     ================
Net assets per share                                                         $               4.31                 4.23
                                                                             =====================     ================

SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


                                       1




                           MACC PRIVATE EQUITIES INC.
                       Condensed Statements of Operations
                                   (Unaudited)
                                                                                  For the three        For the three
                                                                                  months ended         months ended
                                                                                  December 31,         December 31,
                                                                                      2008                 2007
                                                                                ------------------    ----------------
Investment income:
     Interest
         Unaffiliated companies                                              $              7,986               8,529
         Affiliated companies                                                              86,823             142,970
         Controlled companies                                                               6,788              21,511
         Other                                                                                158               1,731
     Dividends
         Affiliated companies                                                             109,624              85,263
                                                                             ---------------------    ----------------
             Total investment income                                                      211,379             260,004
                                                                             ---------------------    ----------------

Operating expenses:
     Interest expenses                                                                     72,507             128,115
     Management fees                                                                       74,943              66,964
     Professional fees                                                                     57,228              55,720
     Other                                                                                 88,721              56,764
                                                                             ---------------------    ----------------
               Total operating expenses and income tax expense                            293,399             307,563
                                                                             ---------------------    ----------------
             Investment expense, net                                                     (82,020)            (47,559)
                                                                             ---------------------    ----------------
Realized  and  unrealized (loss) gain on investments: Net realized gain on
     investments:
         Unaffiliated companies                                                               ---                 ---
        Net change in unrealized appreciation/depreciation investments                    269,100           (721,354)
                                                                             ---------------------    ----------------
                  Net (loss) gain on investments                                          269,100           (721,354)
                                                                             ---------------------    ----------------
                  Net change in net assets from operations                    $           187,080           (768,913)
                                                                             =====================    ================


SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


                                       2



                           MACC PRIVATE EQUITIES INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                                               For the three        For the three
                                                                                months ended         months ended
                                                                                December 31,         December 31,
                                                                                    2008                 2007
                                                                              -----------------    -------------------

Cash flows from (used in) operating activities:
      Net change in net assets from operations                                  $       187,080               (768,913)

      Adjustments  to reconcile net change in net assets from  operations to net
      cash provided by (used in) operating activities:
           Net realized and unrealized loss (gain) on investments                      (269,100)                721,354
           Proceeds from disposition of and payments on
                loans and investments in portfolio securities                             78,388                 60,661
           Purchases of loans and investments in portfolio securities                   (40,127)                    ---
           Change in interest receivable                                                   5,886                 23,015
           Change in other assets                                                         34,620                 31,594
           Change in accrued interest, deferred incentive fees payable,
                accounts payable and other liabilities                                    49,620              (298,735)
                                                                              ------------------    -------------------
                    Net cash provided by (used in) operating activities                   46,367              (231,024)

Cash flows from financing activities:
         Note repayment                                                                 (48,321)               (48,528)
                                                                              ------------------    -------------------
                    Net cash used in financing activities                               (48,321)               (48,528)
                                                                              -----------------    -------------------
                    Net decrease in cash and cash equivalents                            (1,954)              (279,552)

Cash and cash equivalents at beginning of period                                         145,790                822,295
                                                                              -----------------    -------------------
Cash and cash equivalents at end of period                                    $          143,836                542,743
                                                                              =================    ===================
Supplemental disclosure of cash flow information -
      Cash paid during the period for interest                                $           72,507                124,048
                                                                              ==================   ====================


SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


                                       3



MACC PRIVATE EQUITIES INC.
Notes to Unaudited Condensed Financial Statements
--------------------------------------------------------------------------------

(1)      Basis of Presentation

     The  accompanying  unaudited  condensed  financial  statements  include the
accounts of MACC  Private  Equities  Inc.  ("MACC,"  "we" or "us") and have been
prepared  in  accordance  with U.S.  generally  accepted  accounting  principles
("GAAP") for investment companies.  MACC has elected to be treated as a business
development  company under the  Investment  Company Act of 1940. On February 15,
1995,  MACC  consummated  a plan of  reorganization  as  confirmed by the United
States  Bankruptcy Court for the Northern District of Iowa on December 28, 1993.
As of February 15, 1995, MACC adopted  fresh-start  reporting in accordance with
American Institute of Certified Public Accountants (AICPA) Statement of Position
(SOP)  90-7,  Financial  Reporting  by  Entities  in  Reorganization  Under  the
Bankruptcy  Code,  resulting in MACC's assets and liabilities  being adjusted to
fair values. Effective April 30, 2008, MACC's wholly owned subsidary, MorAmerica
Capital Corporation, ("MorAm"), was merged with and into MACC.

     The unaudited  condensed  financial  statements  included  herein have been
prepared  in  accordance  with  GAAP  for  interim  financial   information  and
instructions to Form 10-Q and Article 6 of Regulation S-X.  Certain  information
and note disclosures  normally included in audited financial statements prepared
in  accordance  with GAAP have been  omitted,  however  MACC  believes  that the
disclosures made are adequate to make the information  presented not misleading.
The unaudited condensed financial  statements should be read in conjunction with
the  consolidated  financial  statements and notes thereto of MACC as of and for
the year ended  September 30, 2008.  The  information  reflects all  adjustments
consisting  of  normal  recurring  adjustments  which  are,  in the  opinion  of
management,  necessary for a fair  presentation of the results of operations for
the  interim  periods.  The  results  of the  interim  period  reported  are not
necessarily indicative of results to be expected for the year. The balance sheet
information  as of September 30, 2008 has been derived from the audited  balance
sheet as of that date.


(2) Critical Accounting Policies


Investments

       In  September   2006,   the  FASB  issued  SFAS  No.  157,   "Fair  Value
Measurements."  This statement  defines fair value,  establishes a framework for
measuring  fair  value  in  GAAP,  and  expands  disclosures  about  fair  value
measurements.  The  provisions of SFAS No. 157 are effective as of the beginning
of the first fiscal year that begins after November 15, 2007.  MACC adopted SFAS
No. 157 effective  October 1, 2008.  The adoption of SFAS No. 157 did not have a
material impact on the financial statements as of and for the three months ended
December 31, 2008.

Investments in securities that are traded in the over-the-counter market or on a
stock  exchange  are valued by taking the  average of the close (or bid price in
the  case  of  over-the-counter  equity  securities)  for  the  valuation  date.
Restricted and other securities for which  quotations are not readily  available
are  valued at fair value as  determined  by the Board of  Directors.  Among the
factors  considered in determining the fair value of investments are the cost of
the investment; developments, including recent financing transactions, since the
acquisition of the investment;  financial condition and operating results of the
investee;  the  long-term  potential  of the  business of the  investee;  market
interest rates for similar debt securities;  overall market conditions and other
factors  generally  pertinent  to the  valuation  of  investments.  The Board of
Directors has considered the current illiquid credit market conditions,  and the
risks and uncertainties  associated with those  conditions.  The conditions have
not  significantly  impacted  the  investment  values.  Because of the  inherent
uncertainty of valuation,  those estimated values may differ  significantly from
the  values  that would  have been used had a ready  market  for the  securities
existed, and the differences could be material.

     In the valuation process,  we use financial  information  received monthly,
quarterly, and annually from our portfolio companies which includes both audited
and  unaudited  financial  statements.  This  information  is used to  determine
financial condition, performance, and valuation of the portfolio investments.


                                       4




     Realization  of the  carrying  value of  investments  is  subject to future
developments.  Investment  transactions  are  recorded  on the  trade  date  and
identified  cost is used to  determine  realized  gains  and  losses.  Under the
provisions  of SOP 90-7,  the fair value of loans and  investments  in portfolio
securities on February 15, 1995,  the  fresh-start  date, is considered the cost
basis for financial statement purposes.

Accounting Estimates

     The  preparation of financial  statements in conformity  with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

(3) Recent Accounting Pronouncements

     On December 14, 2007,  the FASB issued  proposed FASB staff  position (FSP)
FAS 157-b which would delay the effective date of SFAS 157 for all  nonfinancial
assets  and  nonfinancial  liabilities,  except  those  that are  recognized  or
disclosed at fair value in the  financial  statements  on a recurring  basis (at
least  annually).  This FSP partially defers the effective date of Statement 157
to fiscal years beginning  after November 15, 2008. MACC is currently  reviewing
the impact of this pronouncement on the financial statements.

     In February  2007 the FASB issued SFAS No. 159,  "The Fair Value Option for
Financial  Assets and  Financial  Liabilities--Including  an  amendment  of FASB
Statement No. 115." This  statement  permits  entities to choose to measure many
financial  instruments and certain other items to be measured at fair value. The
provisions of SFAS No. 159 are effective as of the beginning of the first fiscal
year that begins after November 15, 2007.  This  pronouncement  had no impact on
the condensed unaudited financial statements as of December 31, 2008.

     In October 2008, the Financial  Accounting  Standards  Board issued FSP No.
157-3, "Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active." FSP No. 157-3 clarifies the application of SFAS No. 157 in
a market  that is not  active.  More  specifically,  FSP No.  157-3  states that
significant  judgment  should be applied to  determine if  observable  data in a
dislocated market represents forced liquidations or distressed sales and are not
representative  of fair  value in an  orderly  transaction.  FSP No.  157-3 also
provides further  guidance that the use of a reporting  entity's own assumptions
about  future  cash  flows and  appropriately  risk-adjusted  discount  rates is
acceptable when relevant observable inputs are not available.  In addition,  FSP
No. 157-3 provides guidance on the level of reliance of broker quotes or pricing
services  when  measuring  fair value in a non active  market  stating that less
reliance  should be  placed  on a quote  that  does not  reflect  actual  market
transactions  and a quote that is not a binding  offer.  The guidance in FSP No.
157-3 is effective upon issuance for all financial statements that have not been
issued and any changes in valuation  techniques  as a result of applying FSP No.
157-3 are accounted for as a change in  accounting  estimate.  MACC adopted this
pronouncement  during the quarter ended  December 31, 2008. The adoption of this
pronouncement had no impact on the condensed financial statements as of December
31, 2008.

     In March 2008, the FASB issued SFAS No. 161,  "Disclosures about Derivative
Instruments and Hedging  Activities" ("SFAS No. 161"), which is intended to help
investors better  understand how derivative  instruments and hedging  activities
affect an entity's  financial  position,  financial  performance  and cash flows
through enhanced disclosure  requirements.  The enhanced  disclosures  primarily
surround   disclosing  the  objectives  and  strategies  for  using   derivative
instruments  by their  underlying  risk as well as a tabular  format of the fair
values of the derivative instruments and their gains and losses. SFAS No. 161 is
effective for financial  statements  issued for fiscal years and interim periods
beginning  after  November 15, 2008.  MACC does not believe the adoption of this
pronouncement  will  have  a  material  impact  on  its  consolidated  financial
statements.


                                       5



     In December 2007, the FASB issued SFAS No. 141(R),  "Business Combinations"
("SFAS No. 141(R)"). SFAS No. 141(R) establishes principles and requirements for
how an  acquirer  recognizes  and  measures  in  its  financial  statements  the
identifiable  assets  acquired,  the  liabilities  assumed,  any  noncontrolling
interest  in the  acquiree  and the  goodwill  acquired.  SFAS No.  141(R)  also
establishes  disclosure  requirements to enable the evaluation of the nature and
financial effects of the business  combination.  SFAS No. 141(R) is effective as
of the beginning of an entity's fiscal year that begins after December 15, 2008.
MACC is required  to adopt SFAS No. 141 (R) on October 1, 2009 and is  currently
evaluating  the  impact  of this  pronouncement  on its  consolidated  financial
statements.

(4) Investments - Fair Value Measurements

     SFAS  No.  157   establishes  a  hierarchal   disclosure   framework  which
prioritizes and ranks the level of market price  observability used in measuring
investments at fair value. Market price observability is affected by a number of
factors,  including the type of investment and the  characteristics  specific to
the investment.  Investments with readily  available active quoted prices or for
which fair value can be measured from actively quoted prices generally will have
a higher  degree of market price  observability  and a lesser degree of judgment
used in measuring fair value.

     Investments  measured  and  reported  at  fair  value  are  classified  and
disclosed in one of the following categories.

             Level I -  Quoted  prices  are  available  in  active  markets  for
             identical  investments  as of  the  reporting  date.  The  type  of
             investments  included in Level 1 include listed equities and listed
             derivatives.

             Level II - Pricing  inputs are other than  quoted  prices in active
             markets,  which are either directly or indirectly  observable as of
             the reporting date, and fair value is determined through the use of
             models  or other  valuation  methodologies.  Investments  which are
             generally included in this category include corporate debt and less
             liquid and restricted equity securities.

             Level III - Pricing inputs are unobservable for the investments and
             includes  situations where there is little, if any, market activity
             for the investment. The inputs into the determination of fair value
             require significant management judgment or estimation and are based
             on the Board of Directors' own  assumptions  about the  assumptions
             that a market  participant would use, including inputs derived from
             extrapolation  and  interpolation  that  are  not  corroborated  by
             observable  market  data.  Investments  that are  included  in this
             category generally include corporate private equity.

     In  certain  cases,  the inputs  used to  measure  fair value may fall into
different levels of the fair value hierarchy.  In such cases, the  determination
of which category  within the fair value  hierarchy is appropriate for any given
investment is based on the lowest level of input that is significant to the fair
value  measurement.  MACC's assessment of the significance of a particular input
to the fair value  measurement in its entirety  requires  judgment and considers
factors specific to the investment.

     All of  MACC's  investments  at  December  31,  2008  were  classified  and
disclosed under the Level III category.  Investments are stated at fair value as
determined  by the Board of  Directors  according  to the  procedures  of MACC's
Valuation Policy.  Securities are valued individually and in the aggregate as of
the end of each  quarter of each  fiscal  year and as of the end of each  fiscal
year. Interest-bearing securities are valued in an amount not greater than cost,
with  adjustments to their  carrying  value made to reflect  changes in interest
rates.  Loan valuation  determinations  take into account  portfolio  companies'
financial  condition,  outlook,  payment  histories  and other  factors.  Equity
security  valuations take into account the following factors,  among others: the
portfolio company's  performance,  the prospects of a portfolio company's future
equity  financing and the character of participants  in such financing,  and the
utilization of various  financial  measures,  including cash flow multiples,  as
appropriate.  If a portfolio company appears likely to discontinue operations, a
liquidation valuation technique may be employed.  Valuations  established by the
Board  of  Directors  are  not  necessarily  indicative  of  amounts  which  may
ultimately  be realized  as a result of future  sales or other  dispositions  of
portfolio  assets,  and these  favorable  or  unfavorable  differences  could be
material.

      The following  table presents the investments at fair value as of December
31, 2008 by type of investment:


                                       6



                                                               Corporate               Corporate
Fair Value Based on                                          Private Debt           Private Equity          Total
----------------------------------------------------------------------------------------------------------------------
Investment Level III                                       $    8,677,051          $    6,055,639            100%



     The following  table  provides a  rollforward  in the changes in fair value
during the three-months  ending December 31, 2008 for all investments which MACC
has determined using unobservable (Level III) factors.

     Balance, September 30, 2008                              $14,501,851
         Purchases (Debt Repayment)
             Handy Industries                                      40,127
             Portrait Displays, Inc.                              (7,038)
             Morgan Ohare, Inc.                                  (46,875)
             SMWC Acquisition Co. Inc.                           (24,475)
         Unrealized Gain (Loss)
             Portrait Displays, Inc.                              324,050
             M.A. Gedney Company                                   10,000
             Linton Trust Company                                (40,000)
             Mainstream Data, Inc.                               (24,950)
                                                              -------------------
     Balance, December 31, 2008                               $14,732,690


     Total  unrealized  gains and losses  recorded for Level III investments are
reported in Net Change in Unrealized Loss in the Statement of Operations.

(5) Note Payable

     MACC has a term loan in the amount of  $4,702,084  with Cedar Rapids Bank &
Trust  Company as of December 31, 2008.  This note is a variable  interest  rate
note secured by a Security  Agreement,  Commercial Pledge Agreement and a Master
Business Loan Agreement.  The interest rate on the note at December 31, 2008 was
6.0%. The note has a stated maturity of August 28, 2009.

     MACC has also  obtained a revolving  line of credit of $500,000  from Cedar
Rapids Bank & Trust Company for the purpose of providing working capital.  As of
December 31, 2008, $0 were drawn on this line of credit.  Availability  of these
funds  will  terminate  on August  29,  2009.  Principal  will be payable in one
payment on August 28, 2009.


(6) Financial Highlights (Unaudited)


                                                                For the three       For the three
                                                                 months ended        months ended
                                                                 December 31,        December 31,
                                                                     2008                2007
                                                                ---------------     ---------------
     Per Share Operating  Performance (For a share of capital
         stock  outstanding
         throughout the period):
         Net asset value, beginning of period                $            4.23                4.67
                                                                ---------------     ---------------
     Income from investment operations:

                                       7



           Investment expense, net                                      (0.03)              (0.02)
           Net realized and unrealized gain
           (loss) on investment transactions                              0.11              (0.29)
                                                                ---------------     ---------------
           Total from investment operations                               0.08              (0.31)
                                                                ---------------     ---------------
     Net asset value, end of period                          $            4.31                4.36
                                                                ===============     ===============
     Closing bid price                                       $            0.52                2.75
                                                                ===============     ===============
                                                                For the three       For the three
                                                                 months ended        months ended
                                                                 December 31,        December 31,
                                                                     2008                2007
                                                                ---------------     ---------------
          Total return
          Net asset value basis                                           1.79  %           (6.67)
          Market price basis                                           (62.86)  %            12.24

          Net asset value, end of period
             (in thousands)                                  $          10,622              10,752

       Ratio to weighted average net assets:
            Investment expense, net                                     (2.82)  %           (0.41)
            Operating and income tax expense                            (0.79)  %           (2.68)

The ratios of investment  expense,  net to average net assets,  of operating and
income tax  expenses to average net assets and total return are  calculated  for
common  stockholders as a class. Total return,  which reflects the annual change
in net  assets,  was  calculated  using the  change in net  assets  between  the
beginning  of the current  fiscal year and end of the current  year  period.  An
individual common stockholders' return may vary from these returns.


                                       8


MACC PRIVATE EQUITIES INC.
SCHEDULE OF INVESTMENTS (UNAUDITED)
DECEMBER 31, 2008

Manufacturing:
                                                                                             Percent
                                                                                            of Net
Company                                      Security                                        assets        Value         Cost (d)
-------------------------------------------- ---------------------------------------------------------------------------------------
Aviation Manufacturing Group, LLC (a)        14% debt security, due October 1, 2010                    $      616,000        616,000
  Yankton, South Dakota                      154,000 units preferred                                          154,000        154,000
     Manufacturer of flight critical parts   Membership interest                                              795,559             39
     for aircraft                            14% note, due October 1, 2010                                    77,000          77,000
                                                                                                          -----------    -----------
                                                                                                            1,642,559        847,039
                                                                                                          -----------    -----------
Central Fiber Corporation                    12% debt security, due March 31, 2009                            205,143        205,143
  Wellsville, Kansas                         12% debt security, due March 31, 2009                             53,079         53,079
     Recycles and manufactures               Warrant to purchase 273.28 common shares                             ---            ---
     cellulose fiber products                                                                             -----------    -----------
                                                                                                              258,222        258,222
                                                                                                          -----------    -----------
Detroit Tool Metal Products Co. (a)          12% debt security, due November 18, 2009                       1,371,507      1,371,507
  Lebanon, Missouri                          19,853.94 share Series A preferred (c)                           195,231        195,231
     Metal stamping                          7,887.17 common shares (c)                                       126,742        126,742
                                                                                                          -----------    -----------
                                                                                                            1,693,480      1,693,480
                                                                                                          -----------    -----------
Handy Industries, LLC (a)                    12.5% debt security, due January 8, 2008 (c)(f)                  417,927        667,327
  Marshalltown, Iowa                         167,171 units Class B preferred (c)                                  ---        167,171
     Manufacturer of lifts for               Membership interest                                                  ---          1,357
     motorcycles, trucks and                 12.0% debt security, due December 31, 2011 (c)                    40,127         40,127
     industrial metal products                                                                            -----------    -----------
                                                                                                              458,054        875,982
                                                                                                          -----------    -----------
Kwik-Way Products, Inc. (a)                  2% debt security, due January 31, 2008 (c)                             1        549,049
  Marion, Iowa                               67,348 common shares                                                 ---        219,561
     Manufacturer of automobile aftermarket                                                               -----------    -----------
     engine and brake repair machinery                                                                              1        768,610
                                                                                                          -----------    -----------
Linton Truss Corporation                     542.8 common shares (c)                                             ----           ----
   Delray Beach, Florida                     400 shares Series 1 preferred (c)                                150,000         40,000
     Manufacturer of residential roof and    Warrants to purchase common shares (c)                                15             15
     floor truss systems                                                                                  -----------    -----------
                                                                                                              150,015         40,015
                                                                                                          -----------    -----------
M.A. Gedney Company (a)                      648,783 shares preferred (c)                                      80,000      1,450,601
    Chaska, Minnesota                        12% debt security, due June 30, 2009                              76,000         76,000
     Pickle processor                        Warrant to purchase 83,573 preferred shares
                                             (c)                                                                  ---            ---
                                                                                                          -----------    -----------
                                                                                                              156,000      1,526,601
                                                                                                          -----------    -----------
Magnum Systems, Inc. (a)                     12% debt security, due November 1, 2011                          574,163        574,163
  Parsons, Kansas                            48,038 common shares (c)                                          48,038         48,038
     Manufacturer of industrial bagging      292,800 shares preferred (c)                                     304,512        304,512
     equipment                               Warrant to purchase 56,529 common shares (c)                    580,565             565
                                                                                                          -----------    -----------
                                                                                                            1,507,278        927,278
                                                                                                          -----------    -----------



                                       9



MACC PRIVATE EQUITIES INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS CONTINUED (UNAUDITED)...
DECEMBER 31, 2008

Manufacturing Continued:                                                                    Percent
                                                                                            of Net
Company                                   Security                                          assets           Value         Cost (d)
----------------------------------------- -------------------------------------------------------------------------------------------
Pratt-Read Corporation (a)                13,889 shares Series A Preferred (c)                         $      421,460        750,000
  Bridgeport, Connecticut                 7,718 shares Services A preferred (c)                               234,097        416,667
     Manufacturer of screwdriver shafts   13% debt security, due July 30, 2007 (c)(e)                         250,020        277,800
     and handles and other hand tools     Warrants to purchase common shares (c)                                ----            ----
                                                                                                          -----------    -----------
                                                                                                              905,577      1,444,467
                                                                                                          -----------    -----------

Spectrum Products, LLC (b)                13% debt security, due January 1, 2011 (c)(e)                     1,077,649      1,077,649
  Missoula, Montana                       385,000 units Series A preferred (c)                                    ---        385,000
      Manufacturer of equipment for the   Membership interest (c)                                                 ---            351
     swimming pool industry               17,536.75 units Class B preferred (c)                                   ---         47,355
                                                                                                          -----------    -----------
                                                                                                            1,077,649      1,510,355
                                                                                                          -----------    -----------

Superior Holding, Inc. (a)                6% debt security, due April 1, 2010 (c)                             780,000        780,000
    Wichita, Kansas                       Warrant to purchase 11,143 common shares (c)                              1              1
       Manufacturer of industrial and     6% debt security, due April 1, 2010 (c)                             221,000        221,000
       commercial boilers and shower      121,457 common shares (c)                                           121,457        121,457
       doors, frames and enclosures       6% debt security, due April 1, 2010 (c)                             308,880        308,880
                                          312,000 common shares (c)                                             3,120          3,120
                                                                                                          -----------    -----------
                                                                                                            1,434,458      1,434,458
                                                                                                          -----------    -----------
         Total manufacturing                                                                  63.01%        9,283,293     11,326,507
                                                                                            ==========    -----------    -----------

Service:

Monitronics International, Inc.           73,214 common shares (c)                                           439,284          54,703
  Dallas, Texas                                                                                           -----------    -----------
     Provides home security systems
     monitoring services

Morgan Ohare, Inc. (b)                    0% debt security, due January 1, 2010 (c)                        1,068,750       1,125,000
  Addison, Illinois                       10% debt security, due January 1, 2010                             250,000         250,000
     Fastener plating and heat treating   57 common shares (c)                                                     1               1
                                                                                                          -----------    -----------
                                                                                                           1,318,751       1,375,001
                                                                                                          -----------    -----------
SMWC Acquisition Co., Inc. (a)            13% debt security due September 30, 2011                            82,500          82,500
  Kansas City, Missouri                   12% debt security due September 30, 2011                           447,700         447,700
      Steel warehouse distribution and                                                                       530,200         530,200
      processing                                                                                         -----------    ------------

Warren Family Funeral Homes, Inc.         Warrant to purchase 346.5 common shares (c)                        200,012              12
  Topeka, Kansas                                                                                         -----------    ------------                                                                                                                                                                                                                             -----------    ------------
     Provider of value priced funeral
     services

         Total Service                                                                        16.89%       2,488,247       1,959,916
                                                                                            ==========    -----------    -----------


                                       10



MACC PRIVATE EQUITIES INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS CONTINUED (UNAUDITED)...
DECEMBER 31, 2008

Service Continued:                                                                           Percent
                                                                                              of Net
Company                                   Security                                           assets        Value         Cost (d)
----------------------------------------- -------------------------------------------------------------------------------------------

Technology and Communications:

Feed Management Systems, Inc. (a)         540,551 common shares (c)                                        1,327,186       1,327,186
  Brooklyn Center, Minnesota              674,309 shares Series A preferred (c)                              674,309         674,309
      Batch feed software and systems     Warrants to purchase 166,500 Series A                                  ---             ---
      and B2B internet services           preferred (c)                                                   -----------    -----------
                                                                                                           2,001,495       2,001,495
                                                                                                          -----------    -----------
MainStream Data, Inc. (a)                 322,763 shares Series A preferred (c)                              200,049         200,049
  Salt Lake City, Utah                                                                                    -----------    -----------
     Content delivery solutions
     provider

Phonex Broadband Corporation              1,855,302 shares Series A preferred (c)                                  1       1,155,000
  Midvale, Utah                                                                                          -----------    ------------
     Power line communications

Portrait Displays, Inc.                   8% debt security, due April 1, 2009                                 9,604           9,604
  Pleasanton, California                  8% debt security, due April 1, 2012 (c)                           750,001         750,001
    Designs and markets pivot             Warrant to purchase 39,400 common shares (c)                          ---             ---
    enabling software for LCD                                                                             -----------    -----------
    computer monitors                                                                                        759,605         759,605
                                                                                                          -----------    -----------

Total technology and communications                                                           20.10%      2,961,150       4,116,149
                                                                                            ==========    -----------    -----------
                                                                                                       $  14,732,690      17,402,572
                                                                                                          ===========    ===========

(a) Affiliated  company.  Represents  ownership of greater than 5% to 25% of the
outstanding  voting securities of the issuer, and is or was an affiliate of MACC
as defined in the  Investment  Company Act of 1940 at or during the period ended
December 31, 2008.

(b)  Controlled  company.  Represents  ownership  of  greater  than  25%  of the
outstanding  voting  securities  of  the  issuer,  and  is or  was a  controlled
affiliate of MACC as defined in the Investment  Company Act of 1940 at or during
the period ended December 31, 2008.

(c) Non-income producing. Presently nonincome producing.

(d) For all debt  securities  presented,  the  cost is  equal  to the  principal
balance.

(e)  Subsequent  to December 31, 2008,  debt security has been  restructured  to
extend the due date.

(f) MACC is currently  working with the company to restructure  the terms of the
debt security.




SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS.


                                       11



Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This section of the Quarterly Report on Form 10-Q for MACC Private Equities
Inc.  ("MACC"  or  "we"  or  "us"  or the  "Company")  contains  forward-looking
statements.  All  statements in this  Quarterly  Report on Form 10-Q,  including
those made by MACC's  management,  other than statements of historical fact, are
forward-looking  statements.  These  forward-looking  statements  are  based  on
current management expectations that involve substantial risks and uncertainties
that could cause actual results to differ  materially from the results expressed
in, or implied by, these forward-looking statements.  Forward-looking statements
relate to future  events  or our  future  financial  performance.  We  generally
identify  forward-looking  statements  by  terminology  such as  "may,"  "will,"
"should,"  "could,"  "would,"  "expects,"  "plans,"  "anticipates,"  "believes,"
"estimates,"  "predicts," "intends," "targets,"  "potential," and "continue," or
the negative of these terms, or other similar words. Examples of forward-looking
statements  contained in this Quarterly  Report on Form 10-Q include  statements
regarding MACC's:

     •    future financial and operating results;
     •    business   strategies,   prospects  and  prospects  of  its  portfolio
          companies;
     •    ability to operate as a business development company;
     •    regulatory structure;
     •    adequacy of cash resources and working capital;
     •    projected costs;
     •    competitive positions;
     •    management's plans and objectives for future operations; and
     •    industry trends.

     These  forward-looking  statements  are  based on  management's  estimates,
projections  and  assumptions as of the date hereof and include the  assumptions
that underlie such statements.  Any expectations based on these  forward-looking
statements are subject to risks and uncertainties  and other important  factors,
as disclosed in MACC's prior Securities and Exchange Commission ("SEC") filings.
These and many other factors could affect MACC's future financial  condition and
operating  results  and could cause  actual  results to differ  materially  from
expectations  based  on  forward-looking  statements  made in this  document  or
elsewhere by MACC or on its behalf.  MACC  undertakes no obligation to revise or
update any forward-looking  statements. The forward-looking statements contained
in this Form 10-Q are  excluded  from the safe  harbor  protection  provided  by
Section  27A of the  Securities  Act of 1933,  as amended  (the "1933  Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  All  references to fiscal year apply to MACC's  respective  fiscal years
which end on September 30 of each year.

Results of Operations

     Our investment  income includes  income from interest,  dividends and fees.
Investment  expense,  net represents total investment income minus net operating
expenses.  The main  objective of portfolio  company  investments  is to achieve
capital appreciation and realized gains in the portfolio. These gains and losses
are not included in investment expense, net.

 First Quarter Ended December 31, 2008 Compared to First Quarter Ended December 31, 2007

                                                   For the three months ended
                                                          December 31,
                                              --------------------------------------
                                                      2008               2007               Change
                                              --------------------------------------     --------------
Total investment income                       $        211,379              260,004           (48,625)
Net operating and income tax expense                 (293,399)            (307,563)             14,164
                                                  -------------     ----------------     --------------
Investment expense, net                               (82,020)             (47,559)           (34,461)
                                                  -------------     ----------------     --------------
Net change in unrealized appreciation/


                                       12




     depreciation on investments and other assets         269,100            (721,354)            990,454
                                                     -------------     ----------------     --------------
Net (loss) gain on investments                            269,100            (721,354)            990,454
                                                     -------------     ----------------     --------------
Net change in net assets from operations         $        187,080            (768,913)            955,993
                                                 =================     ================     ==============

Net asset value per share:
         Beginning of period                     $           4.23                 4.67
                                                 ================     ================
         End of period                           $           4.31                 4.36
                                                 =================     ================
Total Investment Income

     During the current fiscal year first quarter,  total investment  income was
$211,379,  a  decrease  of  $48,625,  or 19%,  from total  investment  income of
$260,004 for the prior year first quarter.  In the current year first quarter as
compared to the prior year first quarter,  interest income decreased $72,986, or
42%, and dividend  income  increased  $24,361,  or 29%. The decrease in interest
income is the net  result  of (i)  repayments  of  principal  on debt  portfolio
securities  issued  to us by three  portfolio  companies,  (ii) an  increase  in
interest income due to one debt portfolio security which had been on non-accrual
of interest  status  during the prior year first  quarter but which is currently
making interest  payments and  accordingly  interest is being accrued as earned,
and (iii) a decrease in interest income on four debt portfolio  securities which
have been placed on  non-accrual  of interest  status.  In both the current year
first quarter and the prior year first quarter,  MACC received a dividend on one
existing  portfolio  investment,  however the current year  dividend was larger.
MACC does not anticipate  that its dividend  income will continue to increase in
future periods.

Net Operating Expenses

     Net  operating  expenses  for the first  quarter of the  current  year were
$293,399, a decrease of $14,164 or 5%, as compared to net operating expenses for
the prior year first quarter of $307,563. Interest expense decreased $55,608, or
43%, in the current year first quarter due a combination  of the decrease in the
interest rate and principal balance of the Note Payable to Cedar Rapids Bank and
Trust  Company as  discussed  below under  Financial  Condition,  Liquidity  and
Capital Resources.

     Management fees increased $7,979, or 12%, in the current year first quarter
due  to the  change  of  investment  advisers  and  concurrent  increase  in the
management fee from 1.5% to 2.0%.  Professional fees increased $1,508, or 3%, in
the current  year first  quarter as  compared  to the prior year first  quarter.
Other expenses increased  $31,957,  or 56%, in the current year first quarter as
compared  to the prior year first  quarter.  The  increase  in other  expenses a
result of (i) fees accrued for regulatory compliance  consulting,  and (ii) fees
paid for investor related services  associated with our proposed rights offering
and the preparation of a registration statement.

Investment Expense, Net

     For the current year first quarter,  MACC recorded investment expense,  net
of $82,020, as compared to investment  expense,  net of $47,559 during the prior
year first quarter,  an increase of $34,461,  or 72%. The increase in investment
expense,  net is  primarily  the  result  of the  decrease  in  interest  income
described above.

Net Realized Gain on Investments

     During the current year first quarter and the prior year first quarter,  we
had no net realized gain or loss on investments.  Management does not attempt to
maintain a  comparable  level of realized  gains  quarter to quarter but instead
attempts to maximize total investment  portfolio  appreciation through realizing
gains in the disposition of securities. Under the Investment Advisory Agreements
between  us and our prior  sole  investment  adviser,  InvestAmerica  Investment
Advisors, Inc. ("InvestAmerica"), and between MorAm and InvestAmerica (together,
the "InvestAmerica Advisory Agreements"),  both of which were in effect prior to
their termination during the third quarter of fiscal 2008,  InvestAmerica earned
an incentive fee  calculated as a percentage of the excess of our realized gains
in a  particular  period,  over the sum of net  realized  losses and  unrealized
depreciation  during the same period.


                                       13


As a result,  the timing of  realized  gains,  realized  losses  and  unrealized
depreciation  can have an effect on the amount of the  incentive  fee payable to
InvestAmerica under the InvestAmerica Advisory Agreements.

     Effective  April 29,  2008,  the  InvestAmerica  Advisory  Agreements  were
terminated  and we  entered  into an  Investment  Advisory  Agreement  (the "EAM
Advisory  Agreement") with Eudaimonia Asset Management,  LLC ("EAM").  Under the
EAM  Advisory  Agreement,  EAM earns an  incentive  fee which is  calculated  as
percentage of the excess of our realized gains in a particular period,  over the
sum of net realized losses and unrealized  depreciation  during the same period.
As a result,  the timing of  realized  gains,  realized  losses  and  unrealized
depreciation  can have an effect on the amount of the  incentive  fee payable to
EAM under the EAM Advisory Agreement.

     Also Effective April,  29, 2008, we entered into an Investment  Subadvisory
Agreement (the "Subadvisory Agreement") with EAM and InvestAmerica,  pursuant to
which  InvestAmerica  will continue to manage our portfolio of investment  which
existed  on the  effective  date of the  Subadvisory  Agreement  (the  "Existing
Portfolio").   Under  the  terms  of  the   Subadvisory   Agreement,   EAM  pays
InvestAmerica  an incentive fee based on a portion of the incentive fees paid to
EAM by us  under  the  EAM  Advisory  Agreement  attributable  to  the  Existing
Portfolio.

Net Change in  Unrealized  Appreciation/Depreciation  of  Investments  and Other
Assets

     Net  change  in   unrealized   appreciation/depreciation   on   investments
represents  the  change for the period in the  unrealized  appreciation,  net of
unrealized  depreciation,  on  our  total  investment  portfolio  based  on  the
valuation method described under "Critical Accounting Policy".

     We  recorded  a  net  change  in  unrealized  appreciation/depreciation  on
investments of $269,100  during the current year first  quarter,  as compared to
($721,354) during the prior year first quarter. This net change resulted from:

     •   Unrealized  appreciation  in the fair value of two portfolio  companies
         totaling $334,050 during the current year first quarter, as compared to
         unrealized  appreciation  in the fair  value of one  portfolio  company
         totaling  $175,869 during the prior year first quarter.  The balance of
         unrealized  appreciation during the quarter was primarily the result of
         the write-up to cost of a note receivable due from a portfolio  company
         whose  prospects  for  repayment  of  the  note  in  full  have  become
         favorable.

      •   Unrealized  depreciation  in the fair value of two portfolio  companies
         totaling $64,950 during the current year first quarter,  as compared to
         unrealized  depreciation in the fair value of five portfolio  companies
         of $897,223 during the prior year first quarter.

Net Change in Net Assets from Operations

     We  experienced an increase of $187,080 in net assets for the first quarter
of fiscal year 2009, and the resulting net asset value per share was $4.31 as of
December 31, 2008, as compared to $4.23 as of September  30, 2008.  The increase
in net asset value  during the current  year first  quarter  was  primarily  the
result of the net change in unrealized appreciation/depreciation on investments,
as described above.

     As of December 31, 2008, we had seven portfolio investments valued at cost,
had recorded  unrealized  appreciation on five portfolio  investments,  and have
recorded  unrealized  depreciation  on seven  portfolio  investments.  Quarterly
valuations can be affected by a portfolio  company's short term performance that
results in  increases or decreases in  unrealized  depreciation  and  unrealized
appreciation for the quarter.  Changes in the fair value of a portfolio security
may or may not be  indicative  of the long  term  performance  of the  portfolio
company.

     Although we are not currently making investments in new portfolio companies
(but  may  periodically  make  follow-on   investments  in  Existing   Portfolio
companies),  as previously  announced,  our  investment  strategy  under the EAM
Advisory  Agreement going forward is to make new equity investments in small-cap
and micro-cap  companies  which qualify for  investment by business  development
companies  ("BDCs")  under the  Investment  Company Act of 1940, as amended (the
"1940 Act").  Under the Subadvisory  Agreement,  InvestAmerica  will continue to
oversee the Existing  Portfolio.  We will  continue to prudently  sell  Existing
Portfolio  investments  and use the  resulting  proceeds  to pay  down  the Note
Payable,  as further described below. The ability to exit the Existing Portfolio
investments is


                                       14



affected by company  performance and external factors unrelated to the portfolio
companies.   These  factors  include  sub  prime  lending,  credit  contraction,
inflationary  pressures,  high commodity prices,  recessional  pressures,  and a
slowing economy.

     We have  initiated  the process of raising  additional  capital by filing a
registration  statement  to  effect a rights  offering,  which was  approved  by
shareholder vote on April 28, 2008, but which we would not anticipate  effecting
until our stock price increases sufficiently enough to yield at least $1 million
in new capital.  We further believe that future capital raises will be necessary
and that  they  should  be done at  prices  that  are not  dilutive  to  current
shareholders.

Financial Condition, Liquidity and Capital Resources

     We believe  global  capital  markets  entered into a period of  significant
disruption in 2008 as evidenced by a lack of liquidity in debt capital  markets,
significant  write-offs  in the financial  services  sector,  the  re-pricing of
credit risk and the failure of certain  major  financial  institutions.  Despite
actions of the United States federal government and foreign  governments,  these
events have  contributed  to  worsening  general  economic  conditions  that are
materially and adversely  impacting the broader financial and credit markets and
reducing the  availability  of debt and equity capital for the market as a whole
and financial services firms in particular.  These conditions could continue for
a  prolonged  period of time or worsen in the  future.  While  these  conditions
persist, we and other companies in the financial services sector may need to, or
may choose to access  alternative  markets for debt and equity capital which may
only  be  available  at a  higher  cost,  and or on  less  favorable  terms  and
conditions.  In addition,  equity  capital may be  difficult  to raise  because,
subject to some limited exceptions,  we are not generally able to issue and sell
our common  stock at a price  below net asset value per share.  Conversely,  our
portfolio  companies  may not be able to service or  refinance  their debt which
could  materially  and  adversely  affect our  financial  condition  as we would
experience reduced income or even losses. The inability to raise capital and the
risk of portfolio  company  defaults may have a negative effect on our business,
financial condition and results of operations.

     As of  December  31,  2008,  our cash and  money  market  accounts  totaled
$143,836.  As  reported  elsewhere,  MorAm had  entered  into (i) a term loan to
refinance the outstanding debt under the Small Business Administration debenture
program  ("SBA  Debentures"),  which was  assumed  by us on April 30,  2008 as a
result of the  Merger,  and which now has a balance  of  $4,702,084  (the  "Note
Payable"),  and (ii) a revolving loan permitting  MorAm (now us) to borrow up to
$500,000, with Cedar Rapids Bank & Trust Company ("CRB&T"). The Note Payable has
a stated  maturity of August 28,  2009.  The  revolving  loan will  terminate on
August 29, 2009. We have not begun negotiations to refinance the Note Payable or
line of credit with CRB&T.

     Although,  we currently  believe we will be able refinance the Note Payable
and  line of  credit  with  CRB&T  during  the  year,  failure  to do so or find
alternative  financing  could pose  significant  financial  risks to the company
given the relatively  illiquid  nature of the Existing  Portfolio.  Assuming the
successful  refinancing of the Note Payable,  and the line of credit with CRB&T,
we believe,  as of December  31,  2008,  that our  existing  cash,  money market
accounts,  and other  anticipated cash flows will provide adequate funds for our
anticipated cash requirements during fiscal year 2009.

     The following table shows our significant  contractual  obligations for the
repayment of the Note Payable and other  contractual  obligations as of December
31, 2008:

                                Payments due by period
                                ----------------------

Contractual Obligations
                                                Less than         1-3          3-5          More than
                                 Total           1 Year          Years        Years          5 Years
                             --------------    ------------    ---------    ---------     ------------
Note Payable             $       4,702,084       4,702,084          ---          ---              ---

Incentive Fees Payable   $          16,361          16,361          ---          ---              ---


                                       15




     With respect to the Existing Portfolio,  we are not making new investments,
are prudently disposing of Existing Portfolio assets and are using the resulting
proceeds to pay down the Note Payable.

     With respect to our investment  strategy under the EAM Advisory  Agreement,
our Board of Directors  sought and received  approval by the  shareholders for a
proposal  to issue  rights to acquire  shares of our Common  Stock as a means by
which we may raise additional equity capital.  We anticipate  commencing our new
investment  strategy under the EAM Advisory  Agreement when we raise  additional
capital.  In light of  challenging  market  conditions as  previously  discussed
however, the Board of Directors is continuing to review alternatives,  including
seeking  shareholder  approval to liquidate  should  additional  capital raising
prospects  prove  unlikely  or  inadequate  to  effectively  execute  on the new
strategy.

Portfolio Activity

     With respect to the Existing  Portfolio,  we have invested in and lended to
businesses  through  investments in subordinated debt (generally with detachable
equity  warrants),  preferred  stock and  common  stock.  We,  however,  are not
currently  making  investments  in new portfolio  companies.  As of December 31,
2008,  certain debt investments have or were near expiration.  Since the quarter
end, we have either restructured or continue to work toward  restructuring these
investments. The total portfolio value of our investments in non-publicly traded
securities was $14,732,690 at December 31, 2008 and $14,501,851 at September 30,
2008.  During the three months ended  December 31, 2008,  we made one  follow-on
investment  in the amount of $40,127 in one  Existing  Portfolio  company.  This
follow-on  investment also represented a co-investment  with other funds managed
by our  Sub-adviser  InvestAmerica.  As noted  above,  we  intend  to  pursue an
investment  strategy  consisting of new equity  investments in very small public
companies  that  qualify  for  investment  by BDCs  under the 1940 Act,  and may
continue to make follow-on investments in our Existing Portfolio.

     With respect to the Existing Portfolio, we have frequently co-invested with
other funds managed by InvestAmerica.  When we make any co-investment with these
related funds,  we follow certain  procedures  consistent with orders of the SEC
for related  party  co-investments  to reduce or eliminate  conflict of interest
issues.  During the current year first quarter,  we made no such  co-investments
with another fund managed by InvestAmerica.

Critical Accounting Policy

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
This  statement  defines fair value,  establishes a framework for measuring fair
value in GAAP,  and  expands  disclosures  about  fair value  measurements.  The
provisions of SFAS No. 157 are effective as of the beginning of the first fiscal
year that begins after  November 15, 2007.  MACC adopted SFAS No. 157  effective
October 1, 2008.

Investments in securities that are traded in the over-the-counter market or on a
stock  exchange  are valued by taking the  average of the close (or bid price in
the  case  of  over-the-counter  equity  securities)  for  the  valuation  date.
Restricted and other securities for which  quotations are not readily  available
are  valued at fair value as  determined  by the Board of  Directors.  Among the
factors  considered in determining the fair value of investments are the cost of
the investment; developments, including recent financing transactions, since the
acquisition of the investment;  financial condition and operating results of the
investee;  the  long-term  potential  of the  business of the  investee;  market
interest rates for similar debt securities;  overall market conditions and other
factors  generally  pertinent to the  valuation of  investments.  Because of the
inherent   uncertainty  of  valuation,   those   estimated   values  may  differ
significantly  from the values that would have been used had a ready  market for
the securities existed, and the differences could be material.

     In the valuation process,  we use financial  information  received monthly,
quarterly, and annually from our portfolio companies which includes both audited
and  unaudited  financial  statements.  This  information  is used to  determine
financial condition, performance, and valuation of the portfolio investments.

     Realization  of the  carrying  value of  investments  is  subject to future
developments.  Investment  transactions  are  recorded  on the  trade  date  and
identified  cost is used to  determine  realized  gains  and  losses.  Under the
provisions  of SOP 90-7,  the fair value of loans and  investments  in portfolio
securities on February 15, 1995,  the  fresh-start  date, is considered the cost
basis for financial statement purposes.


                                       16


     The  preparation of financial  statements in conformity  with GAAP requires
management  to estimates  and  assumptions  that affect the reported  amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.


Determination of Net Asset Value

     The net  asset  value  per  share of  MACC's  outstanding  common  stock is
determined  quarterly,  as soon as  practicable  after and as of the end of each
calendar quarter,  by dividing the value of total assets minus total liabilities
by  the  total  number  of  shares  outstanding  at the  date  as of  which  the
determination is made.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

     We are  subject to market  risk from  changes in market  prices of publicly
traded equity  securities held from time to time in our consolidated  investment
portfolio.  At December 31, 2008, we had no publicly traded equity securities in
the  Existing  Portfolio,  but,  as noted  elsewhere,  we  intend  to  pursue an
investment  strategy  consisting of new equity  investments in very small public
companies that qualify for investment by BDCs under the 1940 Act.

     We currently  have a portfolio of debt and equity  securities  for which no
regular  trading market exists.  The fair value of these  investments may not be
readily  determinable.  We value these  investments  quarterly  at fair value as
determined in good faith under the direction of our board of directors  pursuant
to a valuation policy and consistently  applied  valuation process utilizing the
input of our investment advisers and audit committee.  The types of factors that
may be considered in fair value pricing of these investments  include the nature
and realizable value of any collateral,  the portfolio company's ability to make
payments  and its  earnings,  the markets in which the  portfolio  company  does
business, comparison to more liquid securities, indices and other market related
inputs, discounted cash flow and other relevant factors. Because such valuations
and particularly  valuations of private  securities and private  companies,  are
inherently uncertain,  may fluctuate over short periods of time and may be based
on estimates,  our  determinations  of fair value may differ materially from the
values  that  would  have  been  used if a readily  available  market  for these
investments existed and may differ materially from the amounts we realize on any
disposition of such investments. Our net asset value could be adversely affected
if our  determinations  regarding  the  fair  value of  these  investments  were
materially  higher than the values that we ultimately  realize upon the disposal
of such investments. In addition,  decreases in the market values or fair values
of our investments are recorded as unrealized  depreciation.  Continued declines
in  prices  and  liquidity  in the debt  markets  could  result  in  substantial
unrealized/realized  losses,  which could have a material  adverse impact on our
business, financial condition and results of operations.

     In order to realize the full value of a security,  the market must trade in
an orderly fashion or a willing purchaser must be available when a sale is to be
made.  In  addition  our debt  securities  are  reliant  on the  ability  of the
underlying  portfolio  company  to make  payment on the debt.  We are  therefore
subject to  financial  market  risk from the  general  economy and the macro and
micro markets in which our portfolio  companies  operate.  Should an economic or
other  event  occur  that  would not allow the  markets to operate in an orderly
fashion, we may not be able to realize the fair value of our investments in debt
and equity securities.

     We are also  subject  to  financial  market  risks  from  changes in market
interest rates.  The Note Payable and our revolving line of credit is subject to
a  variable  interest  rate  that is based on an  independent  index.  Therefore
general interest rate  fluctuations may have a materially  adverse effect on our
net investment income.

     We are also subject to financial  market risk from the short term nature of
our credit  facilities in  combination  with current  market  conditions and the
relatively  illiquid  nature of our  Existing  Portfolio.  Our Note  Payable and
revolving  line of  credit  are due or  terminate  in  August  2009.  Given  the
currently  challenging  market environment as discussed  elsewhere,  we may have
difficultly  refinancing  our Note  Payable  and  revolving  line of credit,  or
finding alternative sources of financing.  Failure to refinance the Note Payable
could result in significant financial difficulties for the company including the
seizure and sale of Existing Portfolio assets at prices which would likely be as
prices  significantly less than fair value. In addition the failure to refinance
our  revolving  line of credit could result in the company  having  insufficient
funds to fund  operating  activities.  Further  the cost of  financing  could be
significantly  more costly which could have a material  impact to the  company's
financial condition.


Item 4. Controls and Procedures

     As of the end of the period covered by this report, in accordance with Item
307 of Regulation S-K promulgated  under the Securities Act of 1933, as amended,
our  Chief  Executive  Officer  and Chief  Financial  Officer  (the  "Certifying
Officers") have conducted evaluations of our disclosure controls and procedures.
As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934, as amended (the  "Exchange  Act"),  the term  "disclosure  controls and
procedures"  means controls and other  procedures of an issuer that are designed
to ensure that information required to be disclosed by the issuer in the reports
that it  files  or  submits  under  the  Exchange  Act is  recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by an  issuer  in the  reports  that it files or  submits  under  the
Exchange  Act  is  accumulated  and  communicated  to the  issuer's  management,
including its principal  executive  officer or officers and principal  financial
officer or officers, or persons performing similar functions,  as appropriate to
allow timely decisions  regarding required  disclosure.  The Certifying Officers
have reviewed our  disclosure  controls and  procedures  and have concluded that
those disclosure controls and procedures were effective as of December 31, 2008.
In compliance  with Section 302 of the  Sarbanes-Oxley  Act of 2002, each of the
Certifying  Officers has executed an  Officer's  Certification  included in this
Quarterly Report on Form 10-Q.


                                       17



     As of December 31, 2008, there have not been any significant changes in our
internal  controls  or other  factors  that  could  significantly  affect  these
controls  subsequent to the date of their  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings.

     There are no items to report.

Item 1A.          Risk Factors.

     There are no material changes to report from the risk factors  disclosed in
MACC's Annual Report on Form 10-K for the year ended September 30, 2008.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds.

     There are no items to report.

Item 3.           Defaults Upon Senior Securities.

     There are no items to report.

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

     There are no items to report.

Item 5.           Other Information.

     There are no items to report.

Item 6.           Exhibits.

     The following exhibits are filed with this Quarterly Report on Form 10-Q:

         31.1  Section 302 Certification of Travis T. Prentice (CEO)
         31.2  Section 302  Certification of  Derek J. Gaertner (CFO)
         32.1  Section  1350 Certification of Travis T. Prentice (CEO)
         32.2  Section  1350 Certification of Derek J. Gaertner (CFO)


                                   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 thereunto duly authorized.

                                           MACC PRIVATE EQUITIES INC.



Date:  February 17, 2009                   By: /s/ Travis T. Prentice
     -----------------------------            --------------------------------------------
                                              Travis T. Prentice,
                                              President and CEO



                                       18





Date: February 17, 2009                    By:  /s/ Derek J. Gaertner
     -----------------------------            ---------------------------------------------
                                                Derek  J. Gaertner,
                                                Chief Financial Officer





                                       19





EXHIBIT INDEX

Exhibit       Description                                             Page
-------       -----------                                             ----

    31.1      Section 302 Certification of Travis T. Prentice (CEO)    23

    31.2      Section 302 Certification of Derek J. Gaertner (CFO)     25

    32.1      Section 1350 Certification of Travis T. Prentice (CEO)   27

    32.2      Section 1350 Certification of Derek J. Gaertner (CFO)    28




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