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

                                    FORM 10-Q

                Quarterly report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2002
                          Commission File No. 000-30509
                                              ---------


                            Belcrest Capital Fund LLC
                            -------------------------
             (Exact name of registrant as specified in its charter)


     Massachusetts                                       04-3453080
     -------------                                       ----------
(State of organization)                     (I.R.S. Employer Identification No.)


      The Eaton Vance Building
255 State Street, Boston, Massachusetts                                  02109
---------------------------------------                                  -----
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number:  617-482-8260
                                ------------


                                      None
                                      ----
              Former Name, Former Address and Former Fiscal Year,
                         if changed since last report.




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  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
                                       ---   ---


<PAGE>
                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION                                              Page

Item 1.        Consolidated Financial Statements                               3

               Consolidated  Statements of Assets and
               Liabilities as of June 30, 2002 (Unaudited) and
               December 31, 2001                                               3

               Consolidated  Statements of Operations  (Unaudited)
               for the Three Months  Ended June 30, 2002 and 2001
               and for the Six Months Ended June 30, 2002 and 2001             4

               Consolidated  Statements of Changes in Net Assets
               (Unaudited) for the Six Months Ended June 30, 2002
               and 2001                                                        6

               Consolidated  Statements  of Cash Flows  (Unaudited)
               for the Six Months Ended June 30, 2002 and 2001                 7

               Financial Highlights  (Unaudited) for the Six Months
               Ended June 30, 2002                                             9

               Notes to  Consolidated  Financial  Statements as of
               June 30, 2002 (Unaudited)                                      10

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk     15

PART II - OTHER INFORMATION

Item 1.        Legal Proceedings                                              17

Item 2.        Changes in Securities and Use of Proceeds                      17

Item 3.        Defaults Upon Senior Securities                                17

Item 4.        Submission of Matters to a Vote of Security Holders            17

Item 5.        Other Information                                              17

Item 6.        Exhibits and Reports                                           17


SIGNATURES                                                                    18

                                       2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

BELCREST CAPITAL FUND LLC
Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                               June 30,
                                                                                 2002             December 31,
                                                                             (Unaudited)              2001
                                                                         --------------------  -------------------
<S>                                                                          <C>                  <C>
Assets:
  Investment in Belvedere Capital Fund Company LLC                           $2,915,254,500       $3,417,745,020
  Investment in Partnership Preference Units                                    550,761,098          570,711,688
  Investment in other real estate                                               821,737,310        1,042,486,780
  Short-term investments                                                                  -            5,719,717
                                                                         --------------------  -------------------
Total investments                                                            $4,287,752,908       $5,036,663,205
  Cash                                                                            9,644,714           12,170,155
  Escrow deposits - restricted                                                   11,361,017           15,248,666
  Dividends and interest receivable                                              10,965,663            5,180,619
  Other assets                                                                    8,211,233           11,314,657
                                                                         --------------------  -------------------
Total assets                                                                 $4,327,935,535       $5,080,577,302
                                                                         --------------------  -------------------
Liabilities:
  Loan payable on Credit Facility                                            $  831,367,888       $  884,350,000
  Mortgages payable                                                             664,152,519          773,645,268
  Payable for Fund Shares redeemed                                                        -            1,395,000
  Open interest rate swap contracts, at value                                    55,015,865           49,830,356
  Security deposits                                                               2,625,433            2,894,109
  Swap interest payable                                                           4,601,056            4,338,728
  Accrued expenses:
    Interest expense                                                              6,880,201            8,294,748
    Property taxes                                                                6,386,965           10,181,155
    Other expenses and liabilities                                                6,440,074            7,415,556
  Minority interests in controlled subsidiaries                                  38,465,027           84,242,013
                                                                         --------------------  -------------------
Total liabilities                                                            $1,615,935,028       $1,826,586,933

Net assets                                                                   $2,712,000,507       $3,253,990,369

Shareholders' Capital                                                        $2,712,000,507       $3,253,990,369
                                                                         --------------------  -------------------
  Shareholders' capital                                                      $2,712,000,507       $3,253,990,369
                                                                         --------------------  -------------------

Shares Outstanding                                                               29,057,180           30,417,292
                                                                         --------------------  -------------------

Net Asset Value and Redemption Price Per Share                               $        93.33       $       106.98
                                                                         --------------------  -------------------
</TABLE>
                 See notes to consolidated financial statements

                                       3
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Operations (Unaudited)

<TABLE>
                                                           Three Months      Three Months        Six Months         Six Months
                                                               Ended             Ended              Ended              Ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2002              2001               2002               2001
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                           <C>                <C>               <C>               <C>
Investment Income:
  Dividends allocated from Belvedere Capital                  $ 9,793,322        $ 8,666,427       $ 18,476,643      $ 17,335,295
   (net of foreign taxes of $175,236, $57,970,
   $222,037, $113,401, respectively)
  Interest allocated from Belvedere Capital                       229,820            469,837            519,889         2,029,038
  Expenses allocated from Belvedere Capital                    (4,782,131)        (5,490,495)        (9,803,409)      (11,106,371)
                                                         ----------------- ------------------ ------------------ -----------------
  Net investment income allocated from
   Belvedere Capital                                          $ 5,241,011        $ 3,645,769       $  9,193,123      $  8,257,962
  Dividends from Partnership Preference Units                  13,092,134          5,225,141         26,202,643        22,738,431
  Rental income                                                34,114,119         44,347,771         71,813,523        80,268,868
  Interest                                                         53,798            265,066            112,075           754,065
                                                         ----------------- ------------------ ------------------ -----------------
Total investment income                                       $52,501,062        $53,483,747       $107,321,364      $112,019,326
                                                         ----------------- ------------------ ------------------ -----------------
Expenses:
  Investment advisory and administrative fees                 $ 3,062,846        $ 3,688,760       $  6,316,866      $  7,142,590
  Property management fees                                      1,318,051          1,744,761          2,792,961         3,134,016
  Distribution and servicing fees                               1,048,403          1,247,783          2,187,824         2,583,591
  Interest expense on mortgages                                12,808,459         16,759,283         27,076,060        30,554,723
  Interest expense on Credit Facility                           5,048,003         14,556,983         10,437,424        31,046,814
  Interest expense on swap contracts                           11,142,552          3,926,050         21,970,127         4,979,779
  Property and maintenance expense                             10,726,610         13,016,067         21,529,300        24,159,047
  Property taxes and insurance                                  4,497,073          4,811,064          9,262,353         8,623,682
  Miscellaneous                                                   334,506            565,256            859,987         2,068,887
                                                         ----------------- ------------------ ------------------ -----------------
Total expenses                                                $49,986,503        $60,316,007       $102,432,902      $114,293,129
Deduct:
  Reduction of investment advisory
   and administrative fees                                        747,368            864,201          1,534,162         1,776,341
                                                         ----------------- ------------------ ------------------ -----------------
Net expenses                                                  $49,239,135        $59,451,806       $100,898,740      $112,516,788
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss) before minority
 interests in net income of controlled
 subsidiaries                                                 $ 3,261,927        $(5,968,059)      $  6,422,624      $   (497,462)
Minority interests in net income
 of controlled subsidiaries                                      (971,962)        (1,748,083)        (2,457,349)       (3,656,049)
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss)                                  $ 2,289,965        $(7,716,142)      $  3,965,275      $ (4,153,511)
                                                         ----------------- ------------------ ------------------ -----------------
</TABLE>
                 See notes to consolidated financial statements

                                       4
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of  Operations  (Unaudited)
(Continued)

<TABLE>
                                                           Three Months      Three Months        Six Months         Six Months
                                                               Ended             Ended              Ended              Ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2002              2001               2002               2001
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                        <C>               <C>                <C>                <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
  Investment transactions from Belvedere
    Capital  (identified cost basis)                       $(128,764,690)    $(13,494,885)      $(148,880,691)     $  (2,339,271)
  Investment transactions in Partnership
    Preference Units (identified cost basis)                           -                -             374,360                  -
  Investment transactions in other real estate
    investments                                                        -                -          (1,532,128)                 -
                                                         ----------------- ------------------ ------------------ -----------------
Net realized loss                                          $(128,764,690)    $(13,494,885)      $(150,038,459)     $  (2,339,271)
                                                         ----------------- ------------------ ------------------ -----------------
Change in unrealized appreciation (depreciation)-
  Investment in Belvedere Capital
    (identified cost basis)                                $(267,781,085)    $206,353,852       $(227,572,171)     $(259,358,821)
  Investments in Partnership Preference Units
    (identified cost basis)                                   17,144,028       20,448,760          15,049,410         69,595,482
  Investment in other real estate (net of
    minority interests in unrealized gain
    (loss) of controlled subsidiaries of
    $9,714,133, $(16,349,450),
    $(35,896,712) and $(17,047,739),
    respectively)                                            (12,804,182)       8,137,764         (38,986,760)         4,689,153
  Interest rate swap contracts                               (16,502,065)       9,960,010          (5,185,509)       (11,529,789)
                                                         ----------------- ------------------ ------------------ -----------------
Net change in unrealized
  appreciation (depreciation)                              $(279,943,304)    $244,900,386       $(256,695,030)     $(196,603,975)
                                                         ----------------- ------------------ ------------------ -----------------
Net realized and unrealized gain (loss)                    $(408,707,994)    $231,405,501       $(406,733,489)     $(198,943,246)
                                                         ----------------- ------------------ ------------------ -----------------
Net increase (decrease) in net assets from
  operations                                               $(406,418,029)    $223,689,359       $(402,768,214)     $(203,096,757)
                                                         ================= ================== ================== =================
</TABLE>
                 See notes to consolidated financial statements

                                       5
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets (Unaudited)

<TABLE>
                                                                               Six Months          Six Months
                                                                                  Ended               Ended
                                                                             June 30, 2002       June 30, 2001
                                                                           -------------------  -----------------
<S>                                                                         <C>                   <C>
Increase (Decrease) in Net Assets:
  Net investment income (loss)                                              $    3,965,275        $   (4,153,511)
  Net realized loss on investment transactions                                (150,038,459)           (2,339,271)
  Net change in unrealized appreciation (depreciation) of
    investments                                                               (256,695,030)         (196,603,975)
                                                                           -------------------  -----------------
Net decrease in net assets from operations                                  $ (402,768,214)       $ (203,096,757)
                                                                           -------------------  -----------------
Transactions in Fund Shares -
  Net asset value of Shares redeemed                                        $ (139,221,648)       $  (67,918,638)
                                                                           -------------------  -----------------
Net decrease in net assets from Fund Share transactions                     $ (139,221,648)       $  (67,918,638)
                                                                           -------------------  -----------------

Net decrease in net assets                                                  $ (541,989,862)       $ (271,015,395)

Net assets:
  Beginning of period                                                       $3,253,990,369        $3,807,101,131
                                                                           -------------------  -----------------
  End of period                                                             $2,712,000,507        $3,536,085,736
                                                                           ===================  =================
</TABLE>
                 See notes to consolidated financial statements

                                       6
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
                                                                                             Six Months          Six Months
                                                                                                Ended               Ended
                                                                                              June 30,            June 30,
                                                                                                2002                2001
                                                                                          -----------------  -------------------
<S>                                                                                         <C>                 <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                                $  3,965,275        $ (4,153,511)
Adjustments to reconcile net investment income (loss) to net
 cash flows from (for) operating activities -
    Amortization of debt issuance costs                                                          404,250             436,071
    Net investment income allocated from Belvedere Capital                                    (9,193,123)         (8,257,962)
    (Increase) decrease in interest and dividends receivable                                  (5,785,044)         12,288,687
    (Increase) decrease in escrow deposits                                                     2,439,019          (4,395,432)
    Decrease in other assets                                                                   1,594,754           4,156,068
    Increase in interest payable for open swap contracts                                         262,328           2,758,169
    Decrease in accrued property taxes                                                        (3,116,484)           (751,930)
    Decrease in security deposits, accrued expenses and other liabilities                     (1,149,937)         (3,066,727)
    Increase in minority interest                                                                      -             216,000
    Improvements to rental property                                                           (3,477,557)         (4,526,205)
    Payments for investments in other real estate                                                      -         (75,156,301)
    Proceeds from sale of investment in other real estate                                     31,588,186                   -
    Decrease in cash due to sale of majority interest in controlled
     subsidiary                                                                               (1,195,835)                  -
    Sales of Partnership Preference Units                                                     35,374,360                   -
    Net increase in investment in Belvedere Capital                                           (2,344,772)         (4,212,788)
    Decrease in short-term investments                                                         5,719,717          16,453,462
    Minority interests in net income of
     controlled subsidiaries                                                                   2,457,349           3,656,049
                                                                                          -----------------  -------------------
Net cash flows from (for) operating activities                                              $ 57,542,486        $(64,556,350)
Cash Flows From (For) Financing Activities -
    Proceeds from (repayment of) Credit Facility                                            $(52,982,112)       $ 76,600,000
    Payments on mortgages                                                                     (2,123,266)         (1,905,963)
    Payments for Fund Shares redeemed                                                         (3,041,096)         (4,567,704)
    Distributions paid to minority shareholders                                               (1,921,453)         (1,528,295)
                                                                                          -----------------  -------------------
Net cash flows from (for) financing activities                                              $(60,067,927)       $ 68,598,038
Net increase (decrease) in cash                                                             $ (2,525,441)       $  4,041,688

Cash at beginning of period                                                                 $ 12,170,155        $ 10,419,784
                                                                                          -----------------  -------------------
Cash at end of period                                                                       $  9,644,714        $ 14,461,472
                                                                                          =================  ===================
</TABLE>
                 See notes to consolidated financial statements

                                       7
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited) (Continued)

<TABLE>
                                                                                                Six Months           Six Months
Supplemental Disclosure of Non-cash Investing and                                                  Ended                Ended
Financing Activities-                                                                           June 30, 2002       June 30, 2001
                                                                                             ------------------   ------------------
<S>                                                                                            <C>                  <C>
  Change in unrealized appreciation (depreciation) of investments and
   open swap contracts                                                                         $(256,695,030)       $ (196,603,975)
  Interest paid for loan-Credit Facility                                                       $  10,894,432        $   34,613,525
  Interest paid for swap contracts                                                             $  21,707,799        $    2,221,610
  Interest paid for mortgages                                                                  $  26,757,718        $   28,990,722
  Market value of securities distributed in payment of redemptions                             $ 137,575,552        $   63,350,934
  Market value of real property and other assets, net of current
   liabilities, assumed in conjunction with acquisition of real
   estate investments                                                                          $           -        $  312,541,047
  Mortgage assumed in conjunction with acquisition of real estate
   investments                                                                                 $           -        $  217,307,500
  Market value of real property and other assets, net of current
   liabilities, disposed of in conjunction with sale of real estate
   investment in Bel Apartment                                                                 $ 148,197,322        $            -
  Mortgage disposed of in conjunction with sale of real estate
   investment in Bel Apartment                                                                 $ 107,369,483        $            -
</TABLE>
                 See notes to consolidated financial statements

                                       8
<PAGE>
BELCREST CAPITAL FUND LLC
Financial Highlights (Unaudited)

--------------------------------------------------------------------------------
For the Six Months Ended June 30, 2002
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Net asset value - Beginning of period                                 $106.980
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income(6)                                              $  0.133
Net realized and unrealized loss                                       (13.783)
--------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                            $(13.650)
--------------------------------------------------------------------------------

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

NET ASSET VALUE - END OF PERIOD                                       $ 93.330
--------------------------------------------------------------------------------

TOTAL RETURN(1)                                                         (12.76)%
--------------------------------------------------------------------------------


<TABLE>
                                                                       AS A PERCENTAGE           AS A PERCENTAGE
                                                                       OF AVERAGE NET            OF AVERAGE GROSS
RATIOS                                                                   ASSETS (5)                ASSETS (4)(5)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                       <C>
Expenses of Consolidated Real Property Subsidiaries
  Interest and other borrowing costs (3)                                  1.38% (9)                 0.96% (9)
  Operating expenses(3)                                                   1.69% (9)                 1.17% (9)
Belcrest Capital Fund LLC Expenses
  Interest and other borrowing costs(2)                                   2.11% (9)                 1.46% (9)
  Investment advisory and administrative fees,
   servicing fees and other Fund operating expenses(2)(7)                 1.13% (9)                 0.78% (9)
                                                                         --------------------------------------------------
Total expenses(8)                                                         6.31% (9)                 4.37% (9)

Net investment income(8)                                                  0.26% (9)                 0.18% (9)
---------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                          $2,712,001
Portfolio Turnover of Tax-Managed Growth Portfolio                                                         13%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.
(2)  Ratio  includes  the  expenses of Belcrest  Capital  Fund LLC and  Belcrest
     Realty  Corporation (BRC), for which Belcrest Capital Fund LLC owns 100% of
     the outstanding  common stock. The ratio does not include expenses of other
     real estate subsidiaries.
(3)  Ratio  includes  BRC's  proportional  share  of  expenses  incurred  by its
     majority-owned subsidiaries.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belcrest Capital Fund LLC (not including its investment in BRC) plus all
     assets of BRC minus the sum of each  entity's  liabilities  other  than the
     principal  amount of money  borrowed.  For this  purpose,  the  assets  and
     liabilities   of  BRC's   controlled   subsidiaries   are  reduced  by  the
     proportionate interests therein of investors other than BRC.
(5)  For the purpose of  calculating  ratios,  the income and  expenses of BRC's
     controlled  subsidiaries are reduced by the proportionate interests therein
     of investors other than BRC.
(6)  Calculated using average shares outstanding.
(7)  Ratio  includes  Belcrest  Capital Fund LLC's share of Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.
(8)  The  expenses   reflect  a  reduction  of  the   investment   advisory  and
     administrative  fees.  Had such action not been taken,  the ratios of total
     expenses  to average net assets and average  gross  assets  would have been
     6.41% and 4.44%,  respectively,  and the ratios of net investment income to
     average  net  assets and  average  gross  assets  would have been 0.16% and
     0.11%, respectively.
(9)  Annualized.

                 See notes to consolidated financial statements

                                       9
<PAGE>
BELCREST CAPITAL FUND LLC as of June 30, 2002
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Basis of Presentation

The condensed consolidated interim financial statements of Belcrest Capital Fund
LLC (Belcrest Capital) and its subsidiaries  (collectively the "Fund") have been
prepared by the Fund,  without audit, in accordance  with accounting  principles
generally  accepted  in the  United  States of  America  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of  operations,  cash flows and  financial  highlights  at the dates and for the
periods  presented.  It is suggested that these interim financial  statements be
read in conjunction with the financial statements and the notes thereto included
in the Fund's latest annual report on Form 10-K. Results for interim periods are
not necessarily indicative of those to be expected for the full fiscal year.

The balance  sheet at December 31, 2001,  has been derived from the December 31,
2001 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain  amounts in the prior period's  consolidated  financial  statements have
been reclassified to conform with the current period presentation.

2 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the  six  months  ended  June  30,  2002
aggregated  $94,227,892 and $229,458,673,  respectively,  and for the six months
ended June 30, 2001 aggregated $55,038,327 and $114,105,781,  respectively.  For
the six months  ended  June 30,  2002,  sales of  Partnership  Preference  Units
aggregated $35,374,360.  There were no sales of Partnership Preference Units for
the six months  ended June 30,  2001.  There were no  purchases  of  Partnership
Preference  Units  during  the six months  ended  June 30,  2002 and for the six
months ended June 30, 2001. For the six months ended June 30, 2002, acquisitions
and  sales of other  real  estate  investments  aggregated  $0 and  $31,588,186,
respectively.  For the six months ended June 30, 2001, acquisitions and sales of
other real estate investments aggregated $75,156,301 and $0, respectively.

During the six months ended June 30, 2002, BRC sold its majority interest in Bel
Apartment  Properties  Trust (Bel  Apartment) to another fund sponsored by Eaton
Vance Management (EVM).

3 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
June 30,  2002 was  $9,414,074,868  representing  57.0% of the  Portfolio's  net

                                       10
<PAGE>
assets  and at June  30,  2001  was  $9,970,047,835  representing  54.6%  of the
Portfolio's net assets.  The Fund's  investment in Belvedere Capital at June 30,
2002 was $2,915,254,500 representing 31.0% of Belvedere Capital's net assets and
at June 30, 2001 was  $3,643,171,355,  representing 36.5% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the six months ended June 30, 2002 totaled $59,178,086, of which $18,996,532
was allocated to the Fund. Investment income allocated to Belvedere Capital from
the  Portfolio  for the six months ended June 30, 2001 totaled  $50,467,696,  of
which  $19,364,333  was allocated to the Fund.  Expenses  allocated to Belvedere
Capital  from the  Portfolio  for the six  months  ended June 30,  2002  totaled
$22,716,704,  of which $7,307,345 was allocated to the Fund.  Expenses allocated
to Belvedere  Capital from the  Portfolio for the six months ended June 30, 2001
totaled  $21,587,638,  of which $8,267,264 was allocated to the Fund.  Belvedere
Capital  allocated  additional  expenses to the Fund of  $2,496,064  for the six
months  ended June 30,  2002,  representing  $61,831 of  operating  expenses and
$2,434,233 of service fees.  Belvedere Capital allocated  additional expenses to
the Fund of  $2,839,107  for the six months  ended June 30,  2001,  representing
$65,072 of operating expenses and $2,774,035 of service fees.

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2002,  December 31, 2001 and June 30, 2001 and its operations for the six months
ended June 30, 2002,  the year ended  December 31, 2001 and the six months ended
June 30, 2001 follows:

<TABLE>
                                         June 30,             December 31,              June 30,
                                           2002                   2001                    2001
                                    -------------------- ------------------------ ---------------------
<S>                                   <C>                   <C>                     <C>
Investments, at value                 $16,438,266,069       $18,312,992,768         $18,239,311,489
Other Assets                              258,245,026            23,229,223              19,932,030
----------------------------------- -------------------- ------------------------ ---------------------
Total Assets                          $16,696,511,095       $18,336,221,991         $18,259,243,519
Total Liabilities                         171,302,142               357,011                 463,366
----------------------------------- -------------------- ------------------------ ---------------------
Net Assets                            $16,525,208,953       $18,335,864,980         $18,258,780,153
=================================== ==================== ======================== =====================
Dividends and interest                $   104,789,317       $   192,367,081         $    93,075,546
----------------------------------- -------------------- ------------------------ ---------------------
Investment adviser fee                $    38,983,369       $    76,812,367         $    38,822,203
Other expenses                              1,249,484             2,161,015                 959,382
----------------------------------- -------------------- ------------------------ ---------------------
Total expenses                        $    40,232,853       $    78,973,382         $    39,781,585
----------------------------------- -------------------- ------------------------ ---------------------
Net investment income                 $    64,556,464       $   113,393,699         $    53,293,961
Net realized losses                      (198,388,599)         (360,120,300)            (12,705,834)
Net change in unrealized
 gains (losses)                        (1,921,047,828)       (1,605,211,090)         (1,238,423,587)
----------------------------------- -------------------- ------------------------ ---------------------
Net decrease in
 net assets from operations           $(2,054,879,963)      $(1,851,937,691)        $(1,197,835,460)
----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

4 Cancelable Interest Rate Swap Agreements

Belcrest  Capital has entered into  cancelable  interest rate swap agreements in
connection with its real estate investments and the associated borrowings. Under
such agreements,  Belcrest Capital has agreed to make periodic payments at fixed
rates in exchange for payments at floating rates.

The notional or contractual  amounts of these  instruments  may not  necessarily
represent the amounts  potentially subject to risk. The measurement of the risks
associated  with  these  investments  is  meaningful  only  when  considered  in
conjunction with all related assets,  liabilities and agreements. As of June 30,
2002 and  December  31,  2001,  Belcrest  Capital  has entered  into  cancelable
interest rate swap agreements with Merrill Lynch Capital Services, Inc.

                                       11
<PAGE>
<TABLE>
                Notional                                  Initial                         Unrealized           Unrealized
                 Amount                                   Optional         Final          Depreciation         Depreciation
Effective        (000's      Fixed        Floating      Termination     Termination      at June 30,        at December 31,
  Date          omitted)      Rate          Rate            Date           Date              2002                2001
-------------- ----------- ----------- --------------- --------------- -------------- -------------------- -------------------
<C>               <C>      <C>         <C>                <C>            <C>                   <C>                <C>
11/98           $ 68,750   6.2250%     Libor + 0.45%      11/24/03       11/24/05              $2,366,913         $ 1,781,035
11/98             24,528   6.2950%     Libor + 0.45%      05/24/03       11/24/05                 713,647             603,624
11/98             41,368   6.3100%     Libor + 0.45%      02/24/03       11/24/05               1,050,812             958,841
02/99              9,030   6.5050%     Libor + 0.45%      03/04/03       11/24/05                 220,293             235,750
02/99             21,996   6.4970%     Libor + 0.45%      04/20/03       11/24/05                 610,278             605,921
02/99             20,018   6.4390%     Libor + 0.45%      11/24/03       11/24/05                 771,236             635,733
02/99            111,000   6.4068%     Libor + 0.45%      02/23/04       11/24/05               4,589,503           3,623,059
04/99             80,000   6.5550%     Libor + 0.45%      04/28/04       11/24/05               3,762,539           3,058,399
04/99             16,468   6.7195%     Libor + 0.45%      02/06/03       11/24/05                 389,355             480,383
04/99             12,671   6.6176%     Libor + 0.45%      11/24/03       11/24/05                 530,163             462,881
04/99             15,105   6.5903%     Libor + 0.45%      02/23/04       11/24/05                 682,151             571,060
07/99             26,516   7.3080%     Libor + 0.45%      11/24/03       11/24/05               1,426,743           1,430,877
07/99             40,193   7.3010%     Libor + 0.45%      02/23/04       11/24/05               2,376,585           2,286,386
07/99             10,109   7.2370%     Libor + 0.45%      04/29/04       11/24/05                 623,049             580,387
07/99            155,000   7.2310%     Libor + 0.45%      07/28/04       11/24/05              10,247,868           9,298,744
09/99             17,674   7.7000%     Libor + 0.45%      02/23/04       11/24/05               1,175,728           1,184,451
09/99              9,833   7.6350%     Libor + 0.45%      07/28/04       11/24/05                 739,365             702,968
09/99             43,000   7.6525%     Libor + 0.45%      09/17/04       11/24/05               3,369,730           3,168,606
09/99             35,024   7.6440%     Libor + 0.45%      07/28/04       11/24/05               2,640,442           2,512,664
09/99            212,000   7.6224%     Libor + 0.45%      09/28/04       11/24/05              16,598,579          15,521,494
09/99              1,907   7.5800%     Libor + 0.45%      04/29/04       11/24/05                 130,886             127,093
-------------- ----------- ----------- --------------- --------------- -------------- -------------------- -------------------
Total                                                                                         $55,015,865         $49,830,356
-------------- ----------- ----------- --------------- --------------- -------------- -------------------- -------------------
</TABLE>

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

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2002,  COMPARED TO THE
QUARTER ENDED JUNE 30, 2001

Belcrest Capital Fund LLC and its subsidiaries (collectively, the Fund) achieved
a total  return of -12.87%  for the  quarter  ended June 30,  2002.  This return
reflects a decrease  in the  Fund's  net asset  value per share from  $107.12 to
$93.33 during the period.  For comparison,  the Standard & Poor's 500 Index (the
"S&P 500"), an unmanaged index of large capitalization stocks commonly used as a
benchmark  for the U.S.  equity  market,  had a total return of -13.39% over the
same period. Investors cannot invest directly in an Index. For the quarter ended
June 30,  2001,  the Fund's  total  return was 6.7%.  This return  reflected  an
increase in the Fund's net asset value per share from $106.73 to $113.89  during
that period.

Economic  growth as  measured  by Gross  Domestic  Product  slowed in the second
quarter of 2002,  increasing at a lower than expected  rate.  The overall equity
markets and all major U.S. equity indices  continued to post negative returns as
occurred in the first quarter of the year.  Economic  uncertainty and volatility
increased  during  the  quarter  with  reports  of  corporate   malfeasance  and
accounting fraud. In general,  smaller capitalization stocks outperformed larger
capitalization  stocks,  and a value  investment  style  continued to outperform
growth. The best performing sector in the S&P 500 for the second quarter of 2002
was materials, followed by consumer staples and energy. Looking back a year ago,
consumer  cyclicals was the best second  quarter  sector  performer  followed by
basic materials and transportation.

                                       12
<PAGE>
In this environment of increased volatility,  the performance of the Tax-Managed
Growth  Portfolio  (the  Portfolio)  fared better than the overall  market.  The
Portfolio  maintained  an  overweighted  stance  in the  consumer  discretionary
sector, and gradually reduced health care positions, especially in biotechnology
and  pharmaceutical  stocks.  The  Portfolio's  emphasis on  industrial  company
investments, especially in the airfreight and aerospace defense areas, proved to
be prudent.  Property and casualty  insurance names as well as service providers
positively  contributed  to the  performance  in the  quarter.  Lack of earnings
visibility and continuing  structural  overcapacity  reinforced the  Portfolio's
cautious stance in telecommunications and information technology groups.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  negative  during  the  period.   The
performance of the Fund trailed that of the Portfolio by approximately -1.2% for
the  quarter  ended  June  30,  2002.  The  Fund's  investments  in real  estate
partnership  preference units generally  benefited from lower interest rates and
tightening  spreads in income-oriented  securities,  particularly in real estate
related  securities.  The  Fund's  investments  in real  estate  joint  ventures
suffered  from  continuing  weakness in  multifamily  fundamentals  in many U.S.
markets,  including those in which the ventures operate. The value of the Fund's
holdings in interest rate swaps declined as interest rates fell. For the quarter
ended June 30, 2001, the  performance of the Fund exceeded that of the Portfolio
by approximately 1.1%.

RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2002,  COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2001

The Fund's total return for the six months ended June 30, 2002 was -12.76%. This
return  reflects a decrease in the Fund's net asset value per share from $106.98
to $93.33 during the period.  For comparison,  the S&P 500 had a total return of
-13.15% over the same period. For the six months ended June 30, 2001, the Fund's
total return was -5.3%. This return reflected a decrease in the Fund's net asset
value per share from $120.30 to $113.89 during that period.

During the first half of 2002,  overall  equity markets and major equity indices
continued  to  post  negative  returns.   Continuing  economic  uncertainty  and
increased  volatility  caused  by  issues  relating  to  corporate   governance,
accounting,  and geopolitical  uncertainties have created a difficult investment
environment.   During  the  period,   smaller  capitalization  stocks  generally
outperformed  larger  capitalization   stocks,  and  a  value  investment  style
continued to outperform growth.

The Portfolio  delivered better results than the overall market in the first six
months of 2002. The Portfolio  maintained an overweighted stance in the consumer
discretionary and consumer staples sectors, as it did in the first half of 2001.
The  Portfolio   gradually   reduced  health  care   positions,   especially  in
biotechnology and pharmaceutical  stocks. The Portfolio's  continued emphasis on
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace defense areas,  proved to be prudent.  Lack of earning  visibility and
continuing structural overcapacity reinforced the Portfolio's cautious weighting
in telecommunications  and information technology groups. The two aforementioned
groups were de-emphasized last year as well.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  negative  during  the  period.   The
performance of the Fund trailed that of the Portfolio by approximately -1.8% for
the six  months  ended June 30,  2002.  The Fund's  investments  in real  estate
partnership  preference units generally  benefited from lower interest rates and

                                       13
<PAGE>
tightening  spreads in income-oriented  securities,  particularly in real estate
related  securities.  The  Fund's  investments  in real  estate  joint  ventures
suffered  from  continuing  weakness in  multifamily  fundamentals  in many U.S.
markets,  including those in which the ventures operate. The value of the Fund's
holdings in interest  rate swaps  declined as interest  rates fell.  For the six
months ended June 30, 2001,  the  performance  of the Fund  exceeded that of the
Portfolio by approximately 1.1%.

LIQUIDITY AND CAPITAL RESOURCES

The Fund has entered  into  interest  rate swap  agreements  with respect to its
borrowings and real estate investments.  Pursuant to these agreements,  the Fund
makes quarterly  payments to the counterparty at  predetermined  fixed rates, in
exchange for  floating-rate  payments from the  counterparty  at a predetermined
spread  to  three-month  LIBOR.   During  the  terms  of  the  outstanding  swap
agreements,  changes  in the  underlying  values of the swaps  are  recorded  as
unrealized gains or losses.

As of June  30,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $55,015,865 and $24,359,646, respectively.

CRITICAL ACCOUNTING POLICIES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations are based upon the Fund's consolidated  financial  statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Fund to make estimates,  judgments and assumptions  that affect the
reported amounts of assets,  liabilities,  revenues and expenses. The Fund bases
these estimates, judgments and assumptions on historical experience and on other
various  factors that are  believed to be  reasonable  under the  circumstances.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

The Fund  believes  its  more  significant  estimates  and  assumptions  used in
preparation  of  its  consolidated  financial  statements  are  affected  by its
critical accounting policies for the Fund's real estate investments and interest
rate swap  contracts.  Prices  are not  readily  available  for  these  types of
investments  and therefore they are valued as determined in good faith by Boston
Management and Research (Investment Adviser) on an ongoing basis.

In estimating the value of the Fund's investments in real estate, the Investment
Adviser takes into account all relevant factors, data and information, including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than Partnership Preference Units are generally stated at estimated market
values based upon  independent  valuations  assuming an orderly  disposition  of
assets.  Detailed  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations for the real estate joint ventures,
reflect  results of operations and  distributions,  and may be adjusted if there
has been a significant  change in economic  circumstances  since the most recent
independent  valuation.  Given that such  valuations  include many  assumptions,
including but not limited to an orderly disposition of assets, values may differ
from amounts ultimately  realized.  The Investment  Adviser,  in determining the
value of interest  rate swaps,  may  consider  among  other  things,  dealer and
counter-party quotes and pricing models.

                                       14
<PAGE>
The policies for real estate investments involve significant  judgments that are
based upon,  without  limitation,  general economic  conditions,  the supply and
demand for different types of real properties,  the financial health of tenants,
the timing of lease expirations and  terminations,  fluctuations in rental rates
and operating  costs,  exposure to adverse  environmental  conditions and losses
from  casualty or  condemnation,  interest  rates,  availability  of  financing,
managerial  performance and government rules and regulations.  The valuations of
Partnership Preference Units held by the Fund through its investment in Belcrest
Realty  Corporation  (BRC) fluctuate over time to reflect,  among other factors,
changes  in  interest  rates,  changes  in  perceived  riskiness  of such  units
(including  call risk),  changes in the  perceived  riskiness of  comparable  or
similar  securities  trading in the public market and the  relationship  between
supply and demand for  comparable  or similar  securities  trading in the public
market.  The value of  interest  rate  swaps may be  subject  to wide  swings in
valuation  caused  by  changes  in  interest  rates  and  in the  prices  of the
underlying instrument and the interest rate swap may be difficult to value since
such  instrument may be considered  illiquid.

Fluctuations in the value of Partnership  Preference  Units derived from changes
in  general  interest  rates  can be  expected  to be  offset  in part  (but not
entirely)  by changes in the value of  interest  rate swap  agreements  or other
interest  rate hedges  entered into by the Fund with respect to its  borrowings.
Fluctuations in the value of real estate investments  derived from other factors
besides  general  interest  rate  movements   (including   issuer-specific   and
sector-specific  credit  concerns,  property-specific  concerns  and  changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund. Changes in the valuation of Partnership Preference Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund and  changes in the value of other real estate
investments  will  cause  the  performance  of the  Fund  to  deviate  from  the
performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary  exposure to interest rate risk arises from  investments  in
real  estate that are  financed  using  floating  rate bank  borrowings  under a
revolving credit facility (the Credit Facility). The interest rate on borrowings
under the Fund's Credit Facility is reset at regular  intervals based on a fixed
and predetermined premium to LIBOR for short-term extensions of credit. The Fund
utilizes  cancelable  interest  rate  swap  agreements  to fix  the  cost of its
borrowings under the Credit Facility and to mitigate the impact of interest rate
changes on the Fund's net asset value. Under the terms of the interest rate swap
agreements, the Fund makes cash payments at fixed rates in exchange for floating
rate payments that  fluctuate  with  three-month  LIBOR.  The interest rate swap
agreements  are valued on an ongoing  basis by the  investment  adviser.  In the
future, the Fund may use other interest rate hedging arrangements (such as caps,
floors and collars) to fix or limit  borrowing  costs.  The use of interest rate
hedging   arrangements  is  a  specialized   activity  that  may  be  considered
speculative and which can expose the Fund to significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 4 to the
consolidated financial statements.

                                       15
<PAGE>
<TABLE>
                                                       Interest Rate Sensitivity
                                          Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended June 30,

                  2003-2005        2006                2007         Thereafter        Total                     Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>                 <C>          <C>               <C>                       <C>
Rate sensitive
liabilities:
Long term debt
  variable rate
  Credit Facility              $831,367,888                                         $831,367,888                $831,367,888

Average interest
  rate                             2.31%                                                2.31%

Rate sensitive
  derivative financial
  instruments:
Pay fixed/receive
  variable interest rate
  swap contracts               $972,190,000                                         $972,190,000                $(55,015,865)

Average pay rate                   7.02%                                                7.02%

Average receive rate               2.31%                                                2.31%
</TABLE>


                                       16
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Although in the ordinary  course of business,  the Fund,  BRC or the real estate
investments  in which BRC has  equity  interests  may become  involved  in legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which  the  Fund  or  BRC is a  party  or of  which  any of  BRC's  real  estate
investments is the subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5. OTHER INFORMATION.

     None.

ITEM 6. THE FOLLOWING IS A LIST OF ALL EXHIBITS FILED AS PART OF THIS FORM 10Q:

     (a)  Exhibits
     21   List of subsidiaries


                                       17
<PAGE>
                                   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  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 14, 2002.

                                BELCREST CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


                                By:     /s/ James L. O'Connor
                                        ------------------------------------
                                        James L. O'Connor
                                        Vice President


                                By:     /s/ William M. Steul
                                        ------------------------------------
                                        William M. Steul
                                        Chief Financial Officer


                                       18
<PAGE>
                                  EXHIBIT INDEX


21   List of subsidiaries