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, 2003
                                                 -------------
                          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 [ ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   YES [X]      NO [ ]

<PAGE>

                           BELCREST CAPITAL FUND LLC
                               Index to Form 10-Q

PART I    FINANCIAL INFORMATION                                            Page

Item 1.   Condensed Consolidated Financial Statements                        3

          Condensed Consolidated Statements of Assets and Liabilities as
          of June 30, 2003 (Unaudited) and December 31, 2002                 3

          Condensed Consolidated Statements of Operations (Unaudited) for
          the Three Months Ended June 30, 2003 and 2002 and for the Six
          Months Ended June 30, 2003 and June 30, 2002                       4

          Condensed Consolidated Statements of Changes in Net Assets
          (Unaudited) for the Six Months Ended June 30, 2003 and
          June 30, 2002                                                      6

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Six Months Ended June 30, 2003 and June 30, 2002           7

          Financial Highlights (Unaudited) for the Six Months Ended
          June 30, 2003                                                      9

          Notes to Condensed Consolidated Financial Statements as of
          June 30, 2003 (Unaudited)                                         10

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        21

Item 4.   Controls and Procedures                                           23

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                                 23

Item 2.   Changes in Securities and Use of Proceeds                         24

Item 3.   Defaults Upon Senior Securities                                   24

Item 4.   Submission of Matters to a Vote of Security Holders               24

Item 5.   Other Information                                                 24

Item 6.   Exhibits and Reports on Form 8-K                                  24

SIGNATURES                                                                  25

EXHIBIT INDEX                                                               26

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.
        --------------------------------------------

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                  June 30, 2003   December 31,
                                                   (Unaudited)        2002
                                                  -------------   ------------

Assets:
  Investment in Belvedere Capital Fund Company LLC
   (Belvedere Capital)                            $2,584,612,221  $2,423,063,983
  Investment in Partnership Preference Units         578,045,965     547,878,187
  Investment in other real estate                    631,461,332     651,756,818
  Short-term investments                               1,548,059       2,564,911
                                                  --------------  --------------
Total investments                                 $3,795,667,577  $3,625,263,899
  Cash                                                11,276,491      12,216,034
  Receivable for investments sold                              -      73,554,369
  Escrow deposits - restricted                        12,038,441      13,475,591
  Dividends and interest receivable                    6,019,994       7,835,775
  Other assets                                         5,844,687       6,867,545
                                                  --------------  --------------
Total assets                                      $3,830,847,190  $3,739,213,213
                                                  --------------  --------------

Liabilities:
  Loan payable on Credit Facility                 $  742,150,000  $  779,350,000
  Mortgages payable                                  538,728,354     541,017,537
  Payable for Fund Shares redeemed                       300,000       3,952,191
  Special Distributions payable                              932               -
  Open interest rate swap contracts, at value         42,469,385      61,716,527
  Security deposits                                    2,218,339       2,231,784
  Swap interest payable                                4,696,409       5,089,784
  Accrued expenses:
   Interest expense                                    4,648,497       4,815,222
   Property taxes                                      5,843,814       9,169,540
   Other expenses and liabilities                      7,915,420       6,282,930
  Minority interests in controlled subsidiaries       23,405,821      26,096,166
                                                  --------------  -------------
Total liabilities                                 $1,372,376,971  $1,439,721,681
                                                  --------------  --------------

Net assets                                        $2,458,470,219  $2,299,491,532

                                                  --------------  --------------
Shareholders' Capital                             $2,458,470,219  $2,299,491,532
                                                  --------------  --------------

Shares Outstanding                                    27,117,858      27,724,437
                                                  --------------  --------------

Net asset value and redemption price per Share    $        90.66  $        82.94
                                                  --------------  --------------

       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                     Three Months    Three Months     Six Months      Six Months
                                                    Ended June 30,  Ended June 30,  Ended June 30,  Ended June 30,
                                                         2003            2002            2003            2003
                                                    --------------  --------------  --------------  --------------
<S>                                                  <C>             <C>             <C>             <C>
Investment Income:
  Dividends allocated from Belvedere Capital
   (net of foreign taxes of $164,063, $175,236,
   $270,464 and $222,037, respectively)              $ 9,017,540     $ 9,793,322     $17,754,326     $ 18,476,643
  Interest allocated from Belvedere Capital              270,744         229,820         445,125          519,889
  Expenses allocated from Belvedere Capital           (3,779,091)     (4,782,131)     (7,344,086)      (9,803,409)
                                                     ------------    ------------    ------------    -------------
  Net investment income allocated from
   Belvedere Capital                                 $ 5,509,193     $ 5,241,011     $10,855,365     $  9,193,123
  Dividends from Partnership Preference Units         13,761,364      13,092,134      27,582,996       26,202,643
  Rental Income                                       27,829,915      34,114,119      56,085,153       71,813,523
  Interest                                               102,235          53,798         232,712          112,075
                                                     ------------   -------------    ------------   --------------
Total investment income                              $47,202,707     $52,501,062     $94,756,226     $107,321,364
                                                     ------------   -------------    ------------   --------------

Expenses:
  Investment advisory and administrative fees        $ 2,543,883     $ 3,062,846     $ 5,076,036     $  6,316,866
  Property management fees                             1,047,140       1,318,051       2,130,116        2,792,961
  Distribution and servicing fees                        841,720       1,048,403       1,630,669        2,187,824
  Interest expense on mortgages                       10,460,223      12,808,459      20,808,729       27,076,060
  Interest expense on Credit Facility                  3,358,045       5,048,003       6,980,072       10,437,424
  Interest expense on swap contracts                  12,211,185      11,142,552      24,501,680       21,970,127
  Property and maintenance expenses                    9,803,574      10,726,610      18,793,406       21,529,300
  Property taxes and insurance                         3,966,456       4,497,073       7,820,492        9,262,353
  Miscellaneous                                          445,721         334,506         732,781          859,987
                                                     ------------    ------------    ------------    -------------
Total expenses                                       $44,677,947     $49,986,503     $88,473,981     $102,432,902
Deduct-
  Reduction of investment advisory
   and administrative fees                               591,171         747,368       1,138,016        1,534,162
                                                     ------------    ------------    ------------    -------------
Net expenses                                         $44,086,776     $49,239,135     $87,335,965     $100,898,740
                                                     ------------    ------------    ------------    -------------
Net investment income before
  minority interests in net income of
  controlled subsidiaries                            $ 3,115,931     $ 3,261,927     $ 7,420,261     $  6,422,624
Minority interests in net income
  of controlled subsidiaries                            (593,558)       (971,962)     (1,550,963)      (2,457,349)
                                                     ------------    ------------    ------------    -------------
Net investment income                                $ 2,522,373     $ 2,289,965     $ 5,869,298     $  3,965,275
                                                     ------------   ------------     ------------    -------------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
<CAPTION>
                                                     Three Months    Three Months     Six Months      Six Months
                                                    Ended June 30,  Ended June 30,  Ended June 30,  Ended June 30,
                                                         2003            2002            2003            2003
                                                    --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere
  Capital (identified cost basis)                   $  5,373,336    $(128,764,690)  $ (5,079,542)   $(148,880,691)
 Investment transactions in Partnership
  Preference Units (identified cost)                           -                -        624,980          374,360
 Investment transactions in other real
  estate                                                       -                -              -       (1,532,128)
                                                    -------------   --------------  -------------   --------------
Net realized gain (loss)                            $  5,373,336    $(128,764,690)  $ (4,454,562)   $(150,038,459)
                                                    -------------   --------------  -------------   --------------
Change in unrealized appreciation
 (depreciation) -
  Investment in Belvedere Capital
   (identified cost basis)                          $296,363,723    $(267,781,085)  $188,870,533    $(227,572,171)
  Investments in Partnership Preference
   Units (identified cost basis)                       3,194,118       17,144,028     35,982,841       15,049,410
  Investments in other real estate
   (net of minority interests in
   unrealized gain (loss) of controlled
   subsidiaries of  $(74,162),
   $(6,527,754), $(4,241,305)
   and $(35,442,357), respectively)                     (287,912)     (12,804,182)   (24,892,309)    (38,986,760)
  Interest rate swap contracts                        10,312,089      (16,502,065)    19,247,142      (5,185,509)
                                                    -------------   --------------  -------------   --------------
Net change in unrealized appreciation
 (depreciation)                                     $309,582,018    $(279,943,304)  $219,208,207    $(256,695,030)
                                                    -------------  ---------------  -------------   --------------

Net realized and unrealized gain (loss)             $314,955,354    $(408,707,994)  $214,753,645    $(406,733,489)
                                                    -------------   --------------  -------------   --------------

Net increase (decrease) in net assets
 from operations                                    $317,477,727    $(406,418,029)  $220,622,943    $(402,768,214)
                                                    =============   ==============  =============   ==============
       See notes to unaudited condensed consolidated financial statements
</TABLE>

                                       5
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets (Unaudited)

                                                  Six Months       Six Months
                                                Ended June 30,   Ended June 30,
                                                     2003             2002
                                                --------------   --------------
Increase (Decrease) in Net Assets:
 Net investment income                          $    5,869,298   $    3,965,275
 Net realized loss from investment transactions     (4,454,562)    (150,038,459)
 Net change in unrealized appreciation
  (depreciation) of investments                    219,208,207     (256,695,030)
                                                ---------------  ---------------
Net increase (decrease) in net assets from
 operations                                     $  220,622,943   $ (402,768,214)
                                                ---------------  ---------------
Transactions in Fund Shares -
 Net asset value of Fund Shares issued to
  Shareholders in payment of distributions
  declared                                      $    4,796,611   $            -
 Net asset value of Fund Shares redeemed           (54,546,253)    (139,221,648)
                                                ---------------  ---------------
Net decrease in net assets from Fund Share
 transactions                                   $  (49,749,642)  $ (139,221,648)
                                                ---------------  ---------------
Distributions -
 Distributions to Shareholders                  $  (11,893,682)  $            -
 Special Distributions to Shareholders                    (932)               -
                                                --------------   ---------------
Total distributions                             $  (11,894,614)  $            -
                                                ---------------  ---------------

Net increase (decrease) in net assets           $  158,978,687   $ (541,989,862)

Net assets:
 At beginning of period                         $2,299,491,532   $3,253,990,369
                                                ---------------  ---------------
 At end of period                               $2,458,470,219   $2,712,000,507
                                                ===============  ===============

       See notes to unaudited condensed consolidated financial statements

                                       6
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Six Months       Six Months
                                                                                Ended June 30,   Ended June 30,
                                                                                     2003             2002
                                                                                --------------   --------------
<S>                                                                             <C>              <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                           $ 220,622,943    $(402,768,214)
Adjustments to reconcile net increase (decrease) in net assets from operations
 to net cash flows from operating activities -
   Amortization of debt issuance costs                                                273,824          404,250
   Net investment income allocated from Belvedere Capital                         (10,855,365)      (9,193,123)
   Decrease in escrow deposits                                                      1,437,150        2,439,019
   Decrease in receivable for investments sold                                     73,554,369                -
   Increase in interest receivable from other real estate                            (105,359)               -
   Decrease in other assets                                                           749,034        1,594,754
   Decrease (increase) in dividends and interest receivable                         1,815,781       (5,785,044)
   (Decrease) increase in interest payable for open swap contracts                   (393,375)         262,328
   Increase (decrease) in security deposits, accrued interest and accrued
    other expenses and liabilities                                                  1,452,320       (1,149,937)
   Decrease in accrued property taxes                                              (3,325,726)      (3,116,484)
   Proceeds from sales of Partnership Preference Units                                      -       35,374,360
   Proceeds from sale of investment in other real estate                                    -       31,588,186
   Improvements to rental property                                                 (2,292,729)      (3,477,557)
   Decrease in cash due to sale of majority interest in
    controlled subsidiary                                                                   -       (1,195,835)
   Net increase in investment in Belvedere Capital                                (23,700,000)      (2,344,772)
   Decrease in short-term investments                                               1,016,852        5,719,717
   Minority interests in net income of controlled subsidiaries                      1,550,963        2,457,349
   Net realized loss from investment transactions                                   4,454,562      150,038,459
   Net change in unrealized (appreciation) depreciation of
    investments                                                                  (219,208,207)     256,695,030
                                                                                --------------    -------------
Net cash flows from operating activities                                        $  47,047,037     $ 57,542,486
                                                                                --------------    -------------

Cash Flows From (For) Financing Activities -
 Repayment of Credit Facility                                                   $ (37,200,000)    $(52,982,112)
 Payments on mortgages                                                             (2,289,183)      (2,123,266)
 Payments for Fund Shares redeemed                                                 (1,400,326)      (3,041,096)
 Distributions paid to Shareholders                                                (7,097,071)               -
 Distributions paid to minority shareholders                                                -       (1,921,453)
                                                                                --------------    -------------
Net cash flows for financing activities                                         $ (47,986,580)    $(60,067,927)
                                                                                --------------    -------------

Net decrease in cash                                                            $    (939,543)    $ (2,525,441)

Cash at beginning of period                                                     $   12,216,034    $ 12,170,155
                                                                                ---------------   -------------
Cash at end of period                                                           $   11,276,491    $  9,644,714
                                                                                ===============   =============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       7
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                  Six Months       Six Months
                                                                                Ended June 30,   Ended June 30,
                                                                                     2003             2002
                                                                                --------------   --------------
<S>                                                                             <C>              <C>
Supplemental Disclosure and Non-cash Investing and
 Financing Activities -
   Interest paid on loan - Credit Facility                                      $ 6,954,019      $ 10,894,432
   Interest paid on mortgages                                                   $20,539,336      $ 26,757,718
   Interest paid on swap contracts                                              $24,895,055      $ 21,707,799
   Market value of securities distributed in payment of
    redemptions                                                                 $56,798,118      $137,575,552
   Market value of real property and other assets, net
    of current liabilities, disposed of in conjunction with
    sale of other real estate                                                   $         -      $148,197,322
   Mortgage disposed of in conjunction with sale of
    other real estate                                                           $         -      $107,369,483
   Partnership Preference Units exchanged for a real estate
    equity investment and an investment in note receivable                      $(6,440,043)     $          -
   Market value of real estate equity investment                                $ 3,087,607      $          -
   Investment in note receivable                                                $ 3,352,436      $          -
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       8
<PAGE>

BELCREST CAPITAL FUND LLC as of June 30, 2003
Condensed Consolidated Financial Statements (Continued)

Financial Highlights (Unaudited)

For the Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
Net asset value - Beginning of period                                 $ 82.940
--------------------------------------------------------------------------------

Income (loss) from operations
--------------------------------------------------------------------------------
Net investment income (6)                                             $  0.214
Net realized and unrealized gain                                         7.936
--------------------------------------------------------------------------------
Total income from operations                                          $  8.150
--------------------------------------------------------------------------------

Distributions
--------------------------------------------------------------------------------
Distributions to Shareholders                                         $ (0.430)
Special Distributions to Shareholders (9)                               (0.000)
--------------------------------------------------------------------------------
Total distributions                                                   $ (0.430)
--------------------------------------------------------------------------------

Net asset value - End of period                                       $ 90.660
--------------------------------------------------------------------------------
Total Return (1)                                                          9.86%


                                               As a Percentage  As a Percentage
                                               of Average Net   of Average Gross
Ratios                                           Assets(5)       Assets (2)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property
 Subsidiaries
  Interest and other borrowing costs(7)           1.39%(8)          0.92%(8)
  Operating expenses(7)                           1.88%(8)          1.25%(8)
Belcrest Capital Fund LLC Expenses
  Interest and other borrowing costs(4)           2.77%(8)          1.83%(8)
  Investment advisory and administrative fees,
   servicing fees and other Fund operating
   expenses(3)(4)                                 1.18%(8)          0.78%(8)
                                                  --------------------------
Total expenses                                    7.22%(8)          4.78%(8)

Net investment income                             0.52%(8)          0.34%(8)
--------------------------------------------------------------------------------

Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                           $2,458,470
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)          11%
--------------------------------------------------------------------------------
(1)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of  Belcrest  Capital  Fund  LLC  (Belcrest  Capital)  (not  including  its
     investment  in Belcrest  Realty  Corporation  (Belcrest  Realty))  plus all
     assets of Belcrest Realty minus the sum of each entity's  liabilities other
     than the principal amount of money borrowed.  For this purpose,  the assets
     and liabilities of Belcrest Realty's controlled subsidiaries are reduced by
     the  proportionate  interests  therein of  investors  other  than  Belcrest
     Realty.
(3)  Includes  Belcrest  Capital's share of Belvedere Capital Fund Company LLC's
     allocated expenses, including those expenses allocated from the Portfolio.
(4)  Includes the expenses of Belcrest  Capital and  Belcrest  Realty.  Does not
     include expenses of the real estate subsidiaries majority-owned by Belcrest
     Realty.
(5)  For the purpose of calculating  ratios, the income and expenses of Belcrest
     Realty's controlled subsidiaries are reduced by the proportionate interests
     therein of investors other than Belcrest Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes Belcrest Realty's  proportional shares of expenses incurred by its
     majority-owned subsidiaries.
(8)  Annualized.
(9)  Special distributions amount to less than $0.001 per share.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>

BELCREST CAPITAL FUND LLC as of June 30, 2003
Notes to Condensed 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, 2002 has been  derived from the December 31,
2002 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  condensed   consolidated   financial
statements   have  been   reclassified   to  conform  with  the  current  period
presentation.

2    Investment Transactions

The following table  summarizes the Fund's  investment  transactions for the six
months ended June 30, 2003 and June 30, 2002:

                                              Six Months Ended  Six Months Ended
Investment Transaction                         June 30, 2003     June 30, 2002
--------------------------------------------------------------------------------

Increases in investment in Belvedere Capital   $ 23,700,000      $ 94,227,892
Decreases in investment in Belvedere Capital   $ 56,798,118      $229,458,673
Sales of Partnership Preference Units          $          -      $ 35,374,360
Sales of other real estate (1)                 $          -      $ 31,588,186
--------------------------------------------------------------------------------

(1)  During the six months  ended June 30,  2002,  Belcrest  Realty  Corporation
     (Belcrest  Realty) sold its majority  interest in Bel Apartment  Properties
     Trust (Bel Apartment) to another fund sponsored by Eaton Vance  Management,
     for which a loss of $1,532,128 was recognized.

During  the six months  ended  June 30,  2003,  the Fund  exchanged  Partnership
Preference  Units in the amount of  $6,440,043  for an equity  investment in two
private real estate  companies  affiliated with the issuer of such formerly held
Partnership  Preference Units and a note receivable in the amounts of $3,087,607
and $3,352,436  respectively.  The secured note receivable  earns interest of 8%
per annum and matures in February 2013 or on demand.

                                       10
<PAGE>

3    Indirect Investment in Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Capital),  for the six months ended June 30, 2003 and June 30,  2002,  including
allocations of income and expenses for the respective periods then ended:

<TABLE>
<CAPTION>
                                                            Six Months Ended     Six Months Ended
                                                              June 30, 2003        June 30, 2002
-------------------------------------------------------------------------------------------------
<S>                                                         <C>                  <C>
Belvedere Capital's interest in the Portfolio(1)            $9,599,217,401       $9,414,074,868
The Fund's investment in Belvedere Capital(2)               $2,584,612,221       $2,915,254,500
Income allocated to Belvedere Capital from the Portfolio    $   66,798,353       $   59,178,086
Income allocated to the Fund from Belvedere Capital         $   18,199,451       $   18,996,532
Expenses allocated to Belvedere Capital from the Portfolio  $   20,113,419       $   22,716,704
Expenses allocated to the Fund from Belvedere Capital       $    7,344,086       $    9,803,409
-------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of June 30, 2003 and 2002, the value of Belvedere  Capital's interest in
     the  Portfolio  represents  61.7% and 57.0% of the  Portfolio's net assets,
     respectively.
(2)  As of June 30, 2003 and 2002,  the Fund's  investment in Belvedere  Capital
     represents 26.9% and 31.0% of Belvedere Capital's net assets, respectively.

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2003,  December 31, 2002 and June 30, 2002 and its operations for the six months
ended June 30, 2003, for the year ended December 31, 2002 and for the six months
ended June 30, 2002 follows:

                                June 30,       December 31,       June 30,
                                  2003             2002             2002
                             ---------------------------------------------------
Investments, at value        $15,616,951,272  $14,544,149,182  $16,438,266,069
Other assets                      26,660,614       70,073,039      258,245,026
--------------------------------------------------------------------------------

Total assets                 $15,643,611,886  $14,614,222,221  $16,696,511,095
Total liabilities                 93,843,137       42,700,633      171,302,142
--------------------------------------------------------------------------------

Net assets                   $15,549,768,749  $14,571,521,588  $16,525,208,953
================================================================================
Dividends and interest       $   109,393,140  $   213,292,082  $   104,789,317

--------------------------------------------------------------------------------
Investment adviser fee       $    31,979,032  $    71,564,552  $    38,983,369
Other expenses                       985,298        2,577,489        1,249,484

--------------------------------------------------------------------------------
Total expenses               $    32,964,330  $    74,142,041  $    40,232,853
--------------------------------------------------------------------------------

Net investment income        $    76,428,810  $   139,150,041  $    64,556,464
Net realized losses              (29,306,399)    (459,996,840)    (198,388,599)
Net change in unrealized
 appreciation (depreciation)   1,126,151,279   (3,312,547,564)  (1,921,047,828)

--------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from operations  $ 1,173,273,690  $(3,633,394,363) $(2,054,879,963)
--------------------------------------------------------------------------------

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,
2003 and  December  31,  2002,  Belcrest  Capital  has entered  into  cancelable
interest rate swap  agreements  with Merrill Lynch  Capital  Services,  Inc., as
listed below.

                                       11
<PAGE>
<TABLE>
<CAPTION>
Notional                                     Initial                           Unrealized         Unrealized
 Amount                                      Optional         Final           Depreciation       Depreciation
 (000's        Fixed        Floating       Termination     Termination        at June 30,       at December 31,
omitted)       Rate           Rate             Date            Date              2003                2002
---------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>                 <C>              <C>             <C>               <C>
$ 68,750      6.225%      LIBOR + 0.45%       11/03            11/05           $ 1,220,485        $ 2,631,954
  24,528      6.295%      LIBOR + 0.45%       05/03            11/05                -    *            524,357
  41,368      6.310%      LIBOR + 0.45%       02/03            11/05                -    *            552,915
   9,030      6.505%      LIBOR + 0.45%       03/03            11/05                -    *             72,358
  21,996      6.497%      LIBOR + 0.45%       04/03            11/05                -    *            306,283
  20,018      6.439%      LIBOR + 0.45%       11/03            11/05               372,055            806,266
 111,000      6.4068%     LIBOR + 0.45%       02/04            11/05             3,357,116          5,541,030
  80,000      6.555%      LIBOR + 0.45%       04/04            11/05             3,199,020          4,704,347
  16,468      6.7195%     LIBOR + 0.45%       02/03            11/05                -    *             73,907
  12,671      6.6176%     LIBOR + 0.45%       11/03            11/05               244,272            531,221
  15,105      6.5903%     LIBOR + 0.45%       02/04            11/05               474,399            786,970
  26,516      7.308%      LIBOR + 0.45%       11/03            11/05               581,973          1,277,816
  40,193      7.301%      LIBOR + 0.45%       02/04            11/05             1,442,874          2,427,007
  10,109      7.237%      LIBOR + 0.45%       04/04            11/05               461,690            689,195
 155,000      7.231%      LIBOR + 0.45%       07/04            11/05             9,129,273         12,202,144
  17,674      7.700%      LIBOR + 0.45%       02/04            11/05               679,090          1,148,226
   9,833      7.635%      LIBOR + 0.45%       07/04            11/05               621,247            837,224
  43,000      7.6525%     LIBOR + 0.45%       09/04            11/05             3,052,619          3,931,451
  35,024      7.644%      LIBOR + 0.45%       07/04            11/05             2,216,079          2,986,988
 212,000      7.6224%     LIBOR + 0.45%       09/04            11/05            15,324,761         19,546,084
   1,907      7.58%       LIBOR + 0.45%       04/04            11/05                92,432            138,784
---------------------------------------------------------------------------------------------------------------
                                                                               $42,469,385        $61,716,527
---------------------------------------------------------------------------------------------------------------
</TABLE>
*Agreement was terminated on the Initial Optional Termination Date.

5    Debt

A  Credit Facility - Effective  on July 15, 2003,  Belcrest  Capital  refinanced
the existing Credit Facility with Merrill Lynch  International Bank Limited with
two new credit arrangements (collectively, the  New  Credit  Facility)  totaling
$860,000,000.  The New Credit Facility has a seven-year maturity and will expire
on June 25, 2010.  Belcrest Capital's  obligations under the New Credit Facility
are secured by a pledge of its assets, excluding the assets of Bel Santa Ana LLC
(Bel Santa Ana), Bel Alliance Properties,  LLC (Bel Alliance) and Casco Property
Trust, LLC (Casco).

B  The credit  arrangement with DrKW Holdings, Inc.  is for  $722,000,000.  This
credit arrangement  accrues  interest at  a rate of  one-month LIBOR + 0.30% per
annum. As of July 15, 2003, outstanding borrowings under this credit arrangement
totaled $722,000,000.

The credit  arrangement with Merrill Lynch Mortgage Capital is for $138,000,000,
and  includes  the ability to issue  letters of credit up to  $10,000,000.  This
credit  arrangement  accrues  interest at a rate of one-month  LIBOR + 0.38% per
annum.  A  commitment  fee of 0.10% per annum is paid on the  unused  commitment
amount.  Belcrest  Capital pays all fees  associated with issuing the letters of
credit.  As  of  July  15,  2003,   outstanding  borrowings  under  this  credit
arrangement totaled $20,150,000 and there were no letters of credit issued.

Mortgages  - Rental  property  held by real  estate  joint  ventures is financed
through a series of  non-recourse  mortgages.  The  mortgages  are  secured by a
rental  property or properties,  mortgage loan deposit  accounts,  including all
subaccounts thereunder, and an assignment of certain leases and rents.

The mortgage  agreements  relating to the rental properties held by Bel Alliance
include a covenant  that trade  payables  and accrued  expenses  incurred in the
ordinary  course  of  business  in  the  aggregate  will  not  exceed  1% of the
outstanding  principal  balance of the loan. At June 30, 2003, this covenant was
not met for  certain  mortgage  agreements,  of which  the  aggregate  principal
balance at June 30, 2003 totals $176.2  million,  or 33% of the total  mortgages
outstanding.  Bel  Alliance may choose not to commit  additional  equity to cure
certain of these technical  defaults.  It is uncertain as to whether the lenders
will seek to enforce these provisions of the mortgage agreements.  If the lender
pursues enforcement and a mutually acceptable arrangement with the lender cannot
be reached, the result could be a foreclosure on some or all of those investment
properties  that secure such mortgages.  Moreover,  the Fund's net investment in
Bel Alliance would not be negatively impacted if a foreclosure on some or all of
those investment  properties that secure such mortgages were to occur,  based on
the current valuations of the affected properties.  The eventual outcome of this
matter cannot be determined at this time. The mortgages are without  recourse to
the other assets of Bel  Alliance,  Belcrest  Capital and Belcrest  Realty.  The
technical  default  of certain  mortgage  agreements  does not  affect  Belcrest
Capital's liquidity.










6    Segment Information

Belcrest  Capital  pursues  its  investment  objective  primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive  in their  long-term  investment  prospects.  Separate  from its
investment in Belvedere Capital,  Belcrest Capital invests in real estate assets
through its subsidiary  Belcrest  Realty.  Belcrest  Realty invests  directly in
Partnership  Preference  Units and debt and equity  investments  in private real
estate  companies,  and  indirectly  in  investments  in real  property  through
controlled  subsidiaries,  Bel Santa Ana, Bel  Alliance and Casco.  In the first

                                       12
<PAGE>

half of 2002,  Belcrest  Realty's  controlled  subsidiaries  also  included  Bel
Apartment  (for the  period  from  January  1, 2002 to March  19,  2002) and Bel
Communities Property Trust for the entire period.

Belcrest Capital evaluates  performance of the reportable  segments based on the
net increase (decrease) in net assets from operations of the respective segment,
which  includes net  investment  income  (loss),  net  realized  gain (loss) and
unrealized gain (loss). The accounting  policies of the reportable  segments are
the same as those for Belcrest  Capital on a consolidated  basis.  No reportable
segments have been aggregated. Reportable information by segment is as follows:

For the Three Months Ended           Tax Managed        Real
June 30, 2003                     Growth Portfolio*    Estate        Total
--------------------------------------------------------------------------------
Revenue                             $   5,509,193   $ 41,665,584  $  47,174,777
Interest expense on mortgages                   -    (10,460,223)   (10,460,223)
Interest expense on Credit Facility             -     (3,290,885)    (3,290,885)
Interest expense on swap contracts              -    (12,211,185)   (12,211,185)
Operating expenses                       (344,123)   (16,753,045)   (17,097,168)
Minority interest in net income of
 controlled subsidiaries                        -       (593,558)      (593,558)
--------------------------------------------------------------------------------
Net investment income (loss)        $   5,165,070   $ (1,643,312) $   3,521,758
Net realized gain                       5,373,336              -      5,373,336
Change in unrealized gain (loss)      296,363,723     13,218,295    309,582,018
--------------------------------------------------------------------------------
Net increase in net assets from
 operations of reportable segments  $ 306,902,129   $  1,574,983  $ 318,477,112
--------------------------------------------------------------------------------


For the Three Months Ended           Tax Managed        Real
June 30, 2002                     Growth Portfolio*    Estate         Total
--------------------------------------------------------------------------------
Revenue                             $   5,241,011   $ 47,234,595  $  52,475,606
Interest expense on mortgages                   -    (12,808,459)   (12,808,459)
Interest expense on Credit Facility             -     (5,054,831)    (5,054,831)
Interest expense on swap contracts              -    (11,142,552)   (11,142,552)
Operating expenses                       (501,364)   (18,553,615)   (19,054,979)
Minority interest in net income of
 controlled subsidiaries                        -       (971,692)      (971,692)
--------------------------------------------------------------------------------
Net investment income (loss)        $   4,739,647   $ (1,296,824) $   3,442,823
Net realized loss                    (128,764,690)             -   (128,764,690)
Change in unrealized gain (loss)     (267,781,085)   (12,162,219)  (279,943,304)
--------------------------------------------------------------------------------
Net decrease in net assets from
 operations of reportable segments  $(391,806,128)  $(13,459,043) $(405,265,171)
--------------------------------------------------------------------------------

For the Six Months Ended             Tax Managed        Real
June 30, 2003                     Growth Portfolio*    Estate         Total
--------------------------------------------------------------------------------
Revenue                             $  10,855,365   $ 83,795,387  $  94,650,752
Interest expense on mortgages                   -    (20,808,729)   (20,808,729)
Interest expense on Credit Facility             -     (6,840,471)    (6,840,471)
Interest expense on swap contracts              -    (24,501,680)   (24,501,680)
Operating expenses                       (693,912)   (32,548,882)   (33,242,794)
Minority interest in net income of
 controlled subsidiaries                        -     (1,550,963)    (1,550,963)
--------------------------------------------------------------------------------
Net investment income (loss)        $  10,161,453   $ (2,455,338) $   7,706,115
Net realized gain (loss)               (5,079,542)       624,980     (4,454,562)
Change in unrealized gain (loss)      188,870,533     30,337,674    219,208,207
--------------------------------------------------------------------------------
Net increase in net assets from
 operations of reportable segments  $ 193,952,444   $ 28,507,316  $ 222,459,760
--------------------------------------------------------------------------------

                                       13
<PAGE>

For the Six Months Ended             Tax Managed        Real
June 30, 2002                     Growth Portfolio*    Estate         Total
--------------------------------------------------------------------------------
Revenue                             $  9,193,123   $  98,092,922  $ 107,286,045
Interest expense on mortgages                  -     (27,076,060)   (27,076,060)
Interest expense on Credit Facility            -     (10,228,676)   (10,228,676)
Interest expense on swap contracts             -     (21,970,127)   (21,970,127)
Operating expenses                    (1,025,936)    (37,989,072)   (39,015,008)
Minority interest in net income of
 controlled subsidiaries                       -      (2,457,349)    (2,457,349)
--------------------------------------------------------------------------------
Net investment income (loss)       $   8,167,187   $  (1,628,362) $   6,538,825
Net realized loss                   (148,880,691)     (1,157,768)  (150,038,459)
Change in unrealized gain (loss)    (227,572,171)    (29,122,859)  (256,695,030)
--------------------------------------------------------------------------------
Net decrease in net assets from
 operations of reportable segments $(368,285,675)  $ (31,908,989) $(400,194,664)
--------------------------------------------------------------------------------

                                     Tax-Managed        Real
At June 30, 2003                  Growth Portfolio*    Estate         Total
--------------------------------------------------------------------------------
Segment assets                     $2,584,612,221  $1,238,456,810 $3,823,069,031
Segment liabilities                       300,932   1,357,060,092  1,357,361,024
--------------------------------------------------------------------------------
Net assets of reportable segments  $2,584,311,289  $ (118,603,282)$2,465,708,007
--------------------------------------------------------------------------------

At December 31, 2002
--------------------------------------------------------------------------------
Segment assets                     $2,496,618,352  $1,232,168,876 $3,728,787,228
Segment liabilities                     3,952,503   1,420,074,228  1,424,026,731
--------------------------------------------------------------------------------
Net assets of reportable segments  $2,492,665,849  $ (187,905,352)$2,304,760,497
--------------------------------------------------------------------------------
*    Belcrest Capital invests indirectly in Tax-Managed Growth Portfolio through
     Belvedere Capital.

The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:
<TABLE>
<CAPTION>

                                            Three Months      Three Months       Six Months        Six Months
                                                Ended             Ended             Ended             Ended
                                            June 30, 2003     June 30, 2002     June 30, 2003     June 30, 2002
                                            -------------     -------------     -------------     --------------
<S>                                         <C>               <C>               <C>               <C>
Revenue:
 Revenue from reportable segments           $  47,174,777     $  52,475,606     $  94,650,752     $ 107,286,045
 Unallocated revenue                               27,930            25,456           105,474            35,319
                                            --------------    --------------    --------------    --------------
Total revenue                               $  47,202,707     $  52,501,062     $  94,756,226     $ 107,321,364
                                            --------------    --------------    --------------    --------------
Net increase (decrease) in net assets
 from operations:
Net increase (decrease) in net assets
 from operations of reportable segments
                                            $ 318,477,112     $(405,265,171)    $ 222,459,760     $(400,194,664)
 Unallocated revenue                               27,930            25,456           105,474            35,319
 Unallocated expenses **                       (1,027,315)       (1,178,314)       (1,942,291)       (2,608,869)
                                            --------------    --------------    --------------    --------------
Total net increase (decrease) in net
 assets from operations                     $ 317,477,727     $(406,418,029)    $ 220,622,943     $(402,768,214)
                                            --------------    --------------    ------ -------    --------------
</TABLE>

                                       14
<PAGE>

**   Unallocated  expenses include costs of Belcrest Capital to operate the Fund
     such as servicing and  distribution  fees,  as well as other  miscellaneous
     administrative costs of Belcrest Capital.

                                              June 30,2003     December 31, 2002
                                              ------------     -----------------
Net assets:
 Net assets of reportable segments           $ 2,465,708,007    $ 2,304,760,497
 Unallocated cash                                  6,230,100          7,861,074
 Short-term investments                            1,548,059          2,564,911
 Loan payable-Credit Facility                    (14,843,000)       (15,587,000)
 Other liabilities                                  (172,947)          (107,950)
                                             ----------------   ----------------
Total net assets                             $ 2,458,470,219    $ 2,299,491,532
                                             ----------------   ----------------

                                       15
<PAGE>

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

The information in this report contains  forward-looking  statements  within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as "may," "will," "should,"  "might,"  "expect,"
"anticipate,"  "estimate,"  and similar  words,  although  some  forward-looking
statements are expressed  differently.  The actual  results of Belcrest  Capital
Fund  LLC (the  Fund)  could  differ  materially  from  those  contained  in the
forward-looking  statements due to a number of factors.  The Fund  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information,  future events,  or otherwise,  except as required by
applicable  law.  Factors  that could  affect the Fund's  performance  include a
decline in the U.S.  stock markets or in general  economic  conditions,  adverse
developments  affecting the real estate  industry,  or  fluctuations in interest
rates.

The following discussion should be read in conjunction with the Fund's unaudited
condensed consolidated financial statements and related notes in Item 1 above.


RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2003  COMPARED  TO THE
QUARTER ENDED JUNE 30, 2002
--------------------------------------------------------------------------------

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was 14.75% for the quarter
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share from $79.01 to $90.66  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 15.39% over the same period.  The  performance of the Fund
exceeded that of Tax-Managed  Growth  Portfolio (the Portfolio) by approximately
1.21% during the period.  Last year, the Fund had a total return  performance of
-12.87% for the quarter ended June 30, 2002. This return reflected a decrease in
the Fund's net asset value per share from  $107.12 to $93.33  during the period.
For comparison,  the S&P 500 had a total return of -13.39% over the same period.
The performance of the Fund trailed that of the Portfolio by approximately 1.23%
during that period.

PERFORMANCE OF THE PORTFOLIO.  The total return of the Portfolio for the quarter
ended June 30, 2003 was 13.54% compared to the 15.39% return achieved by the S&P
500 over the same  period.  The S&P 500 enjoyed a strong  rally in the  quarter,
posting its best quarterly return since the fourth quarter of 1998.  Encouraging
fiscal and monetary policies,  resilient consumer spending and positive earnings
momentum  contributed to the market's  strength  during the period.  In general,
small capitalization  stocks outperformed large  capitalization  holdings during
the quarter and value investing outperformed growth, a continuing theme from the
same period last year.  The total return of the  Portfolio for the quarter ended
June 30, 2002 was -11.64%.

The performance of the Portfolio trailed the performance of the S&P 500 during
the quarter ended June 30, 2003 primarily due to the Portfolio's relatively more
defensive tilt and its de-emphasis of stocks considered by the Portfolio's
investment adviser, Boston Management and Research (Boston Management), to be of
lower quality.  Higher volatility, lower quality stocks exhibited strong
momentum across most industry groups during the period.

The Portfolio's  sector  allocation  during the quarter remained very similar to
its positioning relative to the S&P 500 during the year ended December 31, 2002,
with  no  major  sector  or  industry  shifts.   The  Portfolio's   exposure  to
pharmaceuticals  in the health care sector and media investments in the consumer
discretionary sector was particularly  beneficial to the Portfolio's performance
during the quarter.

Boston  Management  remained  cautious in the technology and  telecommunications
sectors during the quarter,  maintaining an underweight allocation comparable to
the same period a year ago. The Portfolio continued its de-emphasis of stocks in
the  semiconductor  equipment,   peripherals,   and  wireless  telecommunication
industries.  This posture has added to performance  over longer time periods and
during the same period a year ago,  but  hindered  the  Portfolio's  performance
during the second quarter of 2003.

The Portfolio's  overweight of the industrials sector in the areas of airfreight
logistics and aerospace and defense,  another  continuing  theme from last year,
detracted  from  quarterly  results,  but  has  positively  contributed  to  the

----------------------
(1)  Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that Shares, when redeemed,  may be worth
     more or less than their  original  cost.  Comparison  to the S&P 500 is for
     reference only. It is not possible to invest directly in an index.

                                       16
<PAGE>

Portfolio's  longer-term returns. The Portfolio's  continued  de-emphasis of the
utilities and materials  sectors and the quality of its stock selection in those
sectors was beneficial to performance during the quarter.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate  operations are
conducted primarily through Real Estate Joint Ventures and Net Leased Properties
that are majority-owned or wholly-owned by Belcrest Realty Corporation (Belcrest
Realty), a controlled  subsidiary of the Fund. During the quarter ended June 30,
2003,  the Fund's  real  estate  operations  continued  to be impacted by weaker
multifamily market  fundamentals,  as well as the uncertain outlook for the U.S.
economy.  The Fund's sale of its interest in Bel Communities Property Trust (Bel
Communities)  in  October  2002  reduced  the scope of the  Fund's  real  estate
activities  for the quarter ended June 30, 2003 as compared to the quarter ended
June 30, 2002.

Rental  income from real estate  operations  decreased to $27.8  million for the
quarter  ended June 30, 2003 from $34.1  million for the quarter  ended June 30,
2002, a decrease of $6.3 million or 18%.  While this  decrease in rental  income
principally  resulted from the sale of the Fund's interest in Bel Communities in
October 2002,  rental income was also affected by increased rent  concessions or
reduced apartment rental rates and lower occupancy levels at properties owned by
the Fund's  remaining  Real Estate Joint  Ventures,  a trend that continued from
2002.

Property  operating  expenses  decreased to $14.8  million for the quarter ended
June 30, 2003 from $16.5 million for the quarter ended June 30, 2002, a decrease
of $1.7 million or 10% (property  operating expenses are before debt service and
certain operating  expenses of Belcrest Realty of approximately $1.9 million for
the quarter ended June 30, 2003 and  approximately  $2.0 million for the quarter
ended June 30, 2002). This decrease in operating expenses was principally due to
fewer  Real  Estate  Joint  Ventures  held as a result of the sale of the Fund's
interest  in Bel  Communities.  The  decrease  was  partially  offset  by modest
increases  in property  and  maintenance,  taxes and  insurance  expenses of the
Fund's remaining Real Estate Joint Ventures and Net Leased Properties. Given the
continued  uncertain outlook for the U.S. economy as a whole, Boston Management,
Belcrest  Realty's  manager,  expects that real estate operating results for the
Fund's remaining Real Estate Joint Ventures in 2003 will continue to be modestly
below the levels of 2002.

Because the number of Real Estate  Joint  Ventures  held by Belcrest  Realty was
reduced during 2002, the total  estimated fair value of the real properties held
through  Belcrest  Realty  was lower at the end of the  second  quarter  of 2003
compared to the second  quarter of 2002. At June 30, 2003,  the  estimated  fair
value of the real  properties  held through  Belcrest  Realty was $624.9 million
compared to $821.7  million at June 30,  2002,  a decrease of $196.8  million or
24%. The decrease was also due, in part, to modest  decreases in property values
resulting  from  declines in near-term  earnings  expectations  and the economic
downturn.  The Fund saw unrealized  depreciation  of the estimated fair value in
its other real estate  investments  (which includes the Fund's Real Estate Joint
Ventures and Net Leased  Properties)  of  approximately  $0.3 million during the
quarter  ended June 30, 2003  compared to  approximately  $12.8  million for the
quarter ended June 30, 2002. Despite weaker market conditions, declines in asset
values for  multifamily  properties  have  generally been modest as decreases in
capitalization  rates have continued to  significantly  offset  declining income
level expectations.

For the quarter  ended June 30,  2003,  the Fund's  investments  in  Partnership
Preference  Units  continued  to  benefit  from  declining  interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  At June 30, 2003,  the estimated  fair value of the
Fund's  Partnership  Preference  Units totaled $578.1 million compared to $550.8
million  at June 30,  2002,  an  increase  of $27.3  million or 5%. The Fund saw
unrealized   appreciation  of  the  estimated  fair  value  in  its  Partnership
Preference Units of approximately $3.2 million during the quarter ended June 30,
2003  compared to  approximately  $17.1  million for the quarter  ended June 30,
2002. Dividends received from Partnership Preference Units for the quarter ended
June 30, 2003 totaled  $13.8  million  compared to $13.1 million for the quarter
ended June 30, 2002, an increase of $0.7 million or 5%.

PERFORMANCE  OF INTEREST  RATE SWAP  AGREEMENTS.  For the quarter ended June 30,
2003,  interest rate swap agreement values appreciated by $10.3 million,  due to
the exercise of early termination options on a number of swap agreements and the
remaining  agreements  approaching their initial optional termination dates. The
appreciation was offset by a slight decline in swap rates. For the quarter ended
June 30, 2002,  the value of interest  rate swap  agreements  decreased by $16.5
million due to a decline in swap rates. Approximately 47% of the notional amount
of the Fund's  existing  swap  agreements  will  reach  their  initial  optional

                                       17

<PAGE>

termination dates over the next four quarters and the remaining agreements reach
their initial optional termination dates on or before September 28, 2004.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2002
--------------------------------------------------------------------------------

PERFORMANCE  OF THE FUND.  The Fund's  total return was 9.86% for the six months
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share  from  $82.94 to $90.66  and a  distribution  of $0.43 per share
during the period. For comparison, the S&P 500 had a total return of 11.75% over
the same period.  The  performance of the Fund exceeded that of the Portfolio by
approximately  1.67% during the period.  Last year,  the Fund had a total return
performance  of -12.76%  for the six months  ended June 30,  2002.  This  return
reflected  a decrease  in the Fund's net asset  value per share from  $106.98 to
$93.33. For comparison,  the S&P 500 had a total return of -13.15% over the same
period.   The  performance  of  the  Fund  trailed  that  of  the  Portfolio  by
approximately 1.82% for the six months ended June 30, 2002.

PERFORMANCE  OF THE  PORTFOLIO.  The total return of the  Portfolio  for the six
months ended June 30, 2003 was 8.19%  compared to the 11.75% return  achieved by
the S&P 500 over the same period. Market performance during the first six months
of 2003 remained volatile,  but markets proved resilient,  achieving  impressive
returns  and  positively  concluding  the  first  half of the year.  War  angst,
questionable  economic  recovery,  and the SARS  outbreak were just a few of the
factors  contributing to increased  volatility and unsettled  investor sentiment
during the period.  During the second quarter of 2003, an easing of geopolitical
concerns,  positive  consumer data, a strong housing market,  and a low interest
rate environment provided significant support and a boost to the equity markets.
The Portfolio's total return for the quarter ended June 30, 2002 was -10.94%.

The Portfolio's performance trailed the S&P 500 in the first six months of 2003,
mostly due to its lower  exposure to higher  volatility,  lower quality  stocks,
which were the strongest price  performers  during the first six months of 2003.
Despite  this  short-term  performance,   the  Portfolio  is  committed  to  its
investment  strategy of seeking  quality  stocks that are  reasonably  priced in
relation to their fundamental value.

Boston Management  continued to de-emphasize  health care investments during the
period,  a directional  move  initiated last year that has been positive for the
Portfolio's   relative  returns.   Boston  Management   continued  to  emphasize
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace  and  defense  areas,  which has  helped the  Portfolio's  longer-term
record, but detracted from first half results.  The Portfolio also maintained an
overweight  stance in the consumer  discretionary  and consumer  staples sectors
during the period, as it did in the first half of 2002.

Lack of earning visibility during the period reinforced the Portfolio's cautious
weighting in the  telecommunications and information technology sectors. Both of
the aforementioned sectors were de-emphasized last year as well. The Portfolio's
underweight  of  diversified  telecommunication  service and  software  holdings
relative to the S&P 500 was particularly  beneficial to relative  performance in
the first half of 2003.  Boston  Management  also continued to  underweight  the
Portfolio's exposure to the materials and utilities sectors, a similar stance to
last year's allocation.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  Rental income for the six months ended
June 30, 2003  declined to $56.1  million from $71.8  million for the six months
ended June 30,  2002,  a decrease of $15.7  million or 22%.  Property  operating
expenses  decreased to $28.7 million for the six months ended June 30, 2003 from
$33.6 million for the six months ended June 30, 2002, a decrease of $4.9 million
or 15%  (property  operating  expenses  are  before  debt  service  and  certain
operating  expenses of Belcrest Realty of approximately $3.8 million for the six
months  ended June 30, 2003 and  approximately  $4.4  million for the six months
ended June 30, 2002).  While these decreases were principally due to the sale of
the Fund's  interest in Bel  Communities in October 2002 and its interest in Bel
Apartment Properties Trust in March 2002, weaker multifamily market fundamentals
in most  regions  combined  with  lower  occupancy  levels  and  increased  rent
concessions also impacted results during the period,  as did modest increases in
operating expenses.

Because the number of Real Estate  Joint  Ventures  held by Belcrest  Realty was
reduced  during  2002,  the  estimated  fair value of the real  properties  held
through Belcrest Realty was lower at June 30, 2003 compared to June 30, 2002. At

                                       18
<PAGE>

June 30, 2003,  the  estimated  fair value of the real  properties  held through
Belcrest Realty was $624.9 million  compared to $821.7 million at June 30, 2002,
a decrease of $196.8  million or 24%.  The  decrease  was also due, in part,  to
modest  decreases  in property  values  resulting  from  declines  in  near-term
earnings  expectations  and the  economic  downturn.  The  Fund  saw  unrealized
depreciation of the estimated fair value in its other real estate investments of
approximately  $24.9 million during the six months ended June 30, 2003, compared
to approximately  $39.0 million for the six months ended June 30, 2002. Declines
in asset values for multifamily properties during the period have generally been
modest as decreases in capitalization rates have largely offset declining income
level expectations.

For the six months ended June 30, 2003,  the Fund's  investments  in Partnership
Preference  Units  continued  to  benefit  from  declining  interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  At June 30, 2003,  the estimated  fair value of the
Fund's  Partnership  Preference  Units totaled $578.1 million compared to $550.8
million  at June 30,  2002,  an  increase  of $27.3  million or 5%. The Fund saw
unrealized   appreciation  of  the  estimated  fair  value  in  its  Partnership
Preference Units of approximately $36.0 million during the six months ended June
30, 2003,  compared to approximately $15.1 million for the six months ended June
30, 2002.  Dividends  received  from  Partnership  Preference  Units for the six
months ended June 30, 2003 totaled $27.6  million  compared to $26.2 million for
the six months  ended June 30, 2002,  an increase of $1.4 million or 5%.  During
the six month  periods  ended June 30, 2003 and June 30, 2002,  the fund sold or
exchanged  certain of its Partnership  Preference  Units and recognized gains of
$0.6 million and $0.4 million, respectively, on the transactions.

PERFORMANCE OF INTEREST RATE SWAP AGREEMENTS.  For the six months ended June 30,
2003,  interest rate swap agreement values  appreciated by  approximately  $19.2
million  compared to  depreciation  of  approximately  $5.2  million for the six
months ended June 30, 2002.  The  appreciation  during the first half of 2003 is
primarily due to the exercise of early  termination  options on a number of swap
agreements and many of the remaining swap agreements  approaching  their initial
optional  termination  dates. Swap rates declined during the period,  offsetting
some  of  the  appreciation  from  approaching  early  termination   dates.  The
depreciation  for the six months  ended June 30,  2002 was caused by declines in
swap rates during the period.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Effective  July 15, 2003, the Fund  refinanced its Credit  Facility with Merrill
Lynch  International  Bank by entering  into new credit  arrangements  with DrKW
Holdings,   Inc.  (DrKW)  and  Merrill  Lynch  Mortgage  Capital,   Inc.  (MLMC)
(collectively,  the New Credit Facility), which together total $860 million. The
New Credit  Facility is secured by a pledge of the Fund's assets,  excluding the
assets of Bel Santa Ana LLC, Bel  Alliance  Properties,  LLC and Casco  Property
Trust, LLC, and has a seven-year  maturity.  The New Credit Facility will expire
in June 2010.

The New Credit  Facility  is  primarily  used to fund the Fund's  equity in real
estate  investments and will continue to be used for such purpose in the future.
The New Credit  Facility also provides for selling  commissions,  organizational
expenses  and  any  short-term  liquidity  needs  of  the  Fund.  Under  certain
circumstances, the Fund may increase the size of the New Credit Facility and the
amount of outstanding borrowings thereunder for these purposes.

The Fund has a $722 million credit  arrangement with DrKW.  Borrowings under the
DrKW credit  arrangement accrue interest at a rate of one-month LIBOR plus 0.30%
per annum.  As of July 15, 2003,  outstanding  borrowings  under the DrKW credit
arrangement totaled $722 million.

The Fund has a $138 million credit  arrangement  with MLMC,  including up to $10
million under letters of credit.  Borrowings  under the MLMC credit  arrangement
accrue  interest at a rate of one-month  LIBOR plus 0.38% per annum.  As of July
15, 2003, outstanding borrowings under the MLMC credit arrangement totaled $20.2
million.  There were no amounts  outstanding under letters of credit at June 30,
2003.  The  unused  loan  commitment  amount  totaled  approximately  $117.8.  A
commitment fee of 0.10% per annum is paid on the unused commitment  amount.  The
Fund pays all fees associated with issuing the letters of credit.

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

                                       19
<PAGE>

exchange for  floating-rate  payments 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, 2003 and June 30, 2002,  the unrealized  depreciation  related to
the  interest  rate  swap  agreements  was  $42.5  million  and  $55.0  million,
respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

The Fund's  discussion  and analysis of its  financial  condition and results of
operations  are  based  upon  its  unaudited  condensed  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's  critical  accounting  policies  affect the Fund's  more  significant
estimates and assumptions used in valuing the Fund's real estate investments and
interest rate swap agreements.  Prices are not readily available for these types
of  investments  and  therefore  they are valued on an  ongoing  basis by Boston
Management,  in its capacity as manager of Belcrest  Realty,  in the case of the
real estate  investments,  and in its capacity as the Fund's investment adviser,
in the case of the interest rate swap agreements.

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account 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 fair
values,  which represent the amount at which the investments  could be sold in a
current transaction between willing parties,  that is, other than in a forced or
liquidation sale. Detailed investment valuations are performed at least annually
and reviewed periodically.  Interim valuations 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 the
assumption  that the investment  could be sold in a transaction  between willing
parties, values may differ from amounts ultimately realized.  Boston Management,
as the Fund's investment  adviser,  determines the value of interest rate swaps,
and, in doing so, may  consider  among other  things,  dealer and  counter-party
quotes and pricing models.

The policies for valuing 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  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  principally  by changes in interest  rates.  Interest  rate swaps may be
difficult  to  value  since  such   instruments  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

                                       20

<PAGE>
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 its real estate
investments  that are financed by the Fund with floating rate  borrowings  under
the Fund's Credit Facility and by fixed-rate  secured  mortgage debt obligations
of the Real Estate Joint Ventures and Net Leased Properties.  The interest rates
on borrowings  under the Fund's Credit  Facility are 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.  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 can expose the Fund to
significant loss.

The value of Partnership  Preference  Units and, to a lesser degree,  other real
estate  investments  is sensitive to interest  rate risk.  Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and other real estate investments.

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
Fund's unaudited condensed consolidated financial statements in Item 1 above.

                            Interest Rate Sensitivity
            Cost, Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended June 30,

<TABLE>
<CAPTION>
                                                                                                                       Estimated
                                      2004-2005            2006            2007-2008   Thereafter        Total        Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>              <C>           <C>            <C>             <C>
Rate sensitive liabilities:
-----------------------------------
Long-term debt:
-----------------------------------
Fixed-rate mortgages                                    $ 11,528,425                   $527,199,929   $538,728,354    $590,000,000
Average interest rate                                           6.90%                          7.57%          7.55%
-----------------------------------
Variable-rate Credit Facility                           $742,150,000                                  $742,150,000    $742,150,000
Average interest rate                                           1.57%                                         1.57%
-----------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
financial instruments:
-----------------------------------
Pay fixed/
Receive variable interest rate
swap contracts                                          $858,800,000                                  $858,800,000    $(42,469,385)
Average pay rate                                                7.10%                                         7.10%
Average receive rate                                            1.57%                                         1.57%
-----------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
-----------------------------------
Fixed-rate Partnership Preference
Units:
-----------------------------------

                                       21
<PAGE>

Bradley Operating Limited
Partnership, 8.875% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable 2/23/04,
Current Yield: 8.82%                                                                   $ 23,799,036    $ 23,799,036   $ 24,571,457

Camden Operating, L.P., 8.50% Series
B Cumulative Redeemable Perpetual
Preferred Units, Callable 2/23/04,
Current Yield: 8.34%                                                                   $  4,076,090   $  4,076,090    $  4,333,300

Colonial Realty Limited Partnership,
8.875% Series B Cumulative
Redeemable Perpetual Preferred
Units, Callable 2/23/04, Current
Yield: 8.71%                                                                           $ 50,744,840   $ 50,744,840    $ 52,468,200

Essex Portfolio, L.P., 9.125% Series
C Cumulative Redeemable Preferred
Unites, Callable 11/24/03, Current
Yield: 8.92%                                                                           $ 21,000,000   $ 21,000,000    $ 21,478,926

Liberty Property L.P., 9.25% Series
B Cumulative Redeemable Preferred
Units, Callable 7/28/04, Current
Yield: 8.91%                                                                           $ 64,025,574   $ 64,025,574    $ 66,587,400

MHC Operating Limited Partnership,
9% Series D Cumulative Redeemable
Perpetual Preference Units, Callable
9/29/04, Current Yield: 8.95%                                                          $ 75,000,000   $ 75,000,000    $ 75,390,000

National Golf Operating Partnership,
L.P., 9.30% Series A Cumulative
Redeemable Preferred Units, Callable
3/4/03, Current Yield: 9.89%                                                          $ 27,877,518   $ 27,877,518    $ 29,672,712

National Golf Operating Partnership,
L.P., 9.30% Series B Cumulative
Redeemable Preferred Units, Callable
7/28/04, Current Yield: 9.89%                                                         $ 29,833,200   $ 29,833,200    $ 28,200,000

PSA Institutional Partners, L.P.,
9.50% Series N Cumulative Redeemable
Perpetual Preferred Units, Callable
3/17/05, Current Yield: 8.99%                                                         $ 55,375,000   $ 55,375,000    $ 58,520,300

                                       22
<PAGE>


Price Development Company, L.P.,
8.95% Series B Cumulative Redeemable
Preferred Partnership Units,
Callable 7/28/04, Current Yield:
9.27%                                                                                 $ 64,089,925   $ 64,089,925    $ 62,160,500

Regency Centers, L.P., 9.125% Series
D Cumulative Redeemable Preferred
Units, Callable 9/29/04, Current
Yield: 8.79%                                                                          $ 35,000,000   $ 35,000,000    $ 36,323,000

Summit Properties Partnership, L.P.,
8.95% Series B Cumulative Redeemable
Perpetual Preferred Units, Callable
4/29/04, Current Yield: 8.85%                                                         $ 55,108,570   $ 55,108,570    $ 55,973,050

Urban Shopping Centers, L.P., 9.45%
Series D Cumulative Redeemable
Perpetual Preferred Units, Callable                                                   $ 60,000,000   $ 60,000,000    $ 62,367,120
10/01/04, Current Yield: 9.09%
--------------------------------------
Note Receivable:
--------------------------------------
Fixed-rate note receivable, 8%
                                                                                      $  3,457,795   $  3,457,795    $  3,457,795
</TABLE>

ITEM 4.  CONTROLS AND PROCEDURES.
---------------------------------

Eaton  Vance  Management  (Eaton  Vance),  as  the  Fund's  manager,   with  the
participation of the Fund's Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the Fund's  disclosure  controls
and procedures  (as defined by Rule 13a-15(e) of the Securities  Exchange Act of
1934, as amended) as of the end of the period  covered by this report.  Based on
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded that the Fund's  disclosure  controls and procedures  were  effective.
There were no changes in the Fund's  internal  control over financial  reporting
that  occurred  during the period  covered by this report  that have  materially
affected,  or are reasonably  likely to materially  affect,  the Fund's internal
control over financial reporting.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Fund's organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial  Officer intend to report to
Eaton Vance any  significant  deficiency  in the design or operation of internal
control over financial reporting which could adversely affect the Fund's ability
to record, process,  summarize and report financial data, and any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Fund's internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.
----------------------------

Although in the  ordinary  course of  business,  the Fund,  Belcrest  Realty and
Belcrest  Realty's   controlled   subsidiaries  may  become  involved  in  legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which any of them is subject.

                                       23

<PAGE>

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.
-------------------------------------------------------------

No matters were submitted to a vote of security  holders during the three months
ended June 30, 2003.

ITEM 5.  OTHER INFORMATION.
---------------------------

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:
------------------------------------------

(a)  The following is a list of all exhibits filed as part of this Form 10-Q:

31.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K:

          None.

                                       24

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officer on August 14, 2003.


                                   BELCREST CAPITAL FUND LLC



                                   /s/ Michelle A. Alexander
                                   -------------------------
                                   Michelle A. Alexander
                                   Chief Financial Officer
                                   (Duly Authorized Officer and
                                    Principal Financial Officer)

                                       25

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

31.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

                                       26