|UNITED STATESSECURITIES AND EXCHANGE
      COMMISSIONWashington, D.C. 20549
|---------------------------------------------------------------------------



|FORM 10-Q
|---------

[X]
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934For
      the quarterly period ended March 31, 2006[
     ]
    
    Transition Report Pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934For the transition period
      from  to




|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 Building255
      State StreetBoston,
      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
      Exchange Act of 1934 (the Act) during the preceding 12 months (or for
      such shorter period that the Registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the
      past 90 days.   Yes X      No
  __
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Indicate by check mark whether the Registrant is a large
      accelerated filer, an accelerated filer or a non-accelerated filer (as
      defined in Rule 12b-2 of the
      Act).        Large Accelerated
      Filer  X       
      Accelerated Filer __     Non-Accelerated Filer
    __
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Indicate by check mark whether the Registrant is a shell
      company (as defined in Rule 12b-2 of the Act).  
      Yes  __     No  X
| | ---------------------------------------------------------------------------------------------------------------------------------------



|Belcrest
      Capital Fund LLC
      Index to Form 10-Q
|--------------------------------------------------------

PART I.     FINANCIAL
INFORMATION                                                                 
    Page



|Item 1.      Financial
      Statements
|---------------------------------------

|              |  |                   |  | Condensed Consolidated
      Statements of Assets and Liabilities as of  March 31, 2006 (Unaudited) and December 31, 2005                                           |    |   
|------------- |  | ----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | --
|              |  |                   |  |                                                                                                                                                                     | 3 
|              |  |                   |  | Condensed Consolidated
      Statements of Operations (Unaudited) for the  Three Months Ended March 31, 2006 and 2005                                               |    |   
|              |  |                   |  |                                                                                                                                                                     | 4 
|              |  |                   |  | Condensed Consolidated
      Statements of Changes in Net Assets for the  Three Months Ended March 31, 2006 (Unaudited) and the Year
      Ended  December 31, 2005 |    |   
|              |  |                   |  |                                                                                                                                                                     |   
|              |  |                   |  |                                                                                                                                                                     | 6 
|              |  |                   |  | Condensed Consolidated
      Statements of Cash Flows (Unaudited) for the  Three Months Ended March 31, 2006 and 2005                                               |    |   
|              |  |                   |  |                                                                                                                                                                     | 7 
|              |  |                   |  | Financial Highlights for the
      Three Months Ended March 31, 2006  (Unaudited) and the Year Ended December 31, 2005                                              |    |   
|              |  |                   |  |                                                                                                                                                                     | 9 
|              |  |                   |  | Notes to Condensed
      Consolidated Financial Statements as of March 31,  2006 (Unaudited)                                                                        |    |   
|              |  |                   |  |                                                                                                                                                                     | 10
|Item          |  | 2.                |  | Managements Discussion and
      Analysis of Financial Condition (MD&A)  and Results of Operations                                                                 |    |   
|              |  |                   |  |                                                                                                                                                                     | 16
|Item          |  | 3.                |  | Quantitative and Qualitative Disclosures
      About Market Risk                                                                                                    |    | 19
|Item          |  | 4.                |  | Controls and Procedures                                                                                                                                             |    | 22
|PART II.      |  | OTHER INFORMATION |  |                                                                                                                                                                     |    |   
|Item          |  | 1.                |  | Legal Proceedings                                                                                                                                                   |    | 23
|Item          |  | 1A.               |  | Risk Factors                                                                                                                                                        |    | 23
|Item          |  | 2.                |  | Unregistered Sales of Equity Securities and
      Use of Proceeds                                                                                                   |    | 23
|Item          |  | 3.                |  | Defaults Upon Senior Securities                                                                                                                                     |    | 23
|Item          |  | 4.                |  | Submission of Matters to a Vote of Security
      Holders                                                                                                           |    | 23
|Item          |  | 5.                |  | Other Information                                                                                                                                                   |    | 23
|Item          |  | 6.                |  | Exhibits                                                                                                                                                            |    | 23
|SIGNATURES    |  |                   |  | 24                                                                                                                                                                 
|EXHIBIT INDEX |  | 2                 |  | 25                                                                                                                                                                 

|PART I.
      FINANCIAL INFORMATION                                      |  |                              |  |                   |  |              
|------------------------------------------------------------------------ |  | ---------------------------- |  | ----------------- |  | -------------
|Item 1.
      Financial Statements.                                      |  |                              |  |                   |  |              
|                                                                         |  |                              |  |                   |  |              
|                                                                         |  |                              |  |                   |  |              
|BELCREST
      CAPITAL FUND LLC                                          |  |                              |  |                   |  |              
|Condensed
      Consolidated Statements of Assets and Liabilities        |  |                              |  |                   |  |              
|                                                                         |  | March 31,
      2006         |  |                   |  |              
|                                                                         |  | (Unaudited)                  |  | December 31, 2005
|                                                                         |  |                              |  |                  
|Assets:                                                                  |  |                              |  |                   |  |              
|Investment in Belvedere Capital Fund Company LLC                         |  |                              |  |                   |  |              
|(Belvedere Company)                                                      |  | $
      2,662,175,558        |  | $                 |  | 2,641,477,550
|Investment in Partnership Preference Units                               |  | 356,705,749                  |  |                   |  | 319,101,220  
|Investment in other real estate                                          |  | 452,953,508                  |  |                   |  | 507,075,670  
|Short-term investments                                                   |  | 5,858,000                    |  |                   |  | 4,838,338    
|                                                                         |  |                              |  |                  
|Total
      investments                                                  |  | $
      3,477,692,815        |  | $                 |  | 3,472,492,778
|Cash                                                                     |  | 16,918,275                   |  |                   |  | 58,371,682   
|Open interest rate swap agreements, at value                             |  | 21,859,456                   |  |                   |  | 15,814,056   
|Distributions and interest receivable                                    |  | 2,208,846                    |  |                   |  | 2,272,762    
|Swap interest receivable                                                 |  | 135,100                      |  |                   |  | 721          
|Other assets                                                             |  | 8,074,154                    |  |                   |  | 10,444,764   
|                                                                         |  |                              |  |                  
|Total
    assets                                                         |  | $
       3,526,888,646       |  | $                 |  | 3,559,396,763
|                                                                         |  |                              |  |                  
|Liabilities:                                                             |  |                              |  |                   |  |              
|Loan payable  Credit Facility                                           |  | $     670,000,000            |  | $                 |  | 660,000,000  
|Mortgages payable                                                        |  | 307,000,000                  |  |                   |  | 353,111,019  
|Payable for Fund Shares redeemed                                         |  | 2,183,270                    |  |                   |  | 4,218,855    
|Payable to affiliate for investment advisory and administrative
    fees |  | 545,843                      |  |                   |  | 575,889      
|Payable to affiliate for distribution and servicing fees                 |  | 464,340                      |  |                   |  | 479,553      
|Security deposits                                                        |  | 615,069                      |  |                   |  | 555,489      
|Accrued expenses:                                                        |  |                              |  |                   |  |              
|Interest expense                                                         |  | 1,887,816                    |  |                   |  | 1,947,234    
|Property taxes                                                           |  | 762,617                      |  |                   |  | 534,135      
|Other expenses and liabilities                                           |  | 2,690,682                    |  |                   |  | 3,570,422    
|Minority interests in controlled subsidiaries                            |  | 28,395,795                   |  |                   |  | 27,346,442   
|                                                                         |  |                              |  |                  
|Total
      liabilities                                                  |  | $ 
       1,014,545,432      |  | $                 |  | 1,052,339,038
|                                                                         |  |                              |  |                  
|Net
    assets                                                           |  | $  
       2,512,343,214     |  | $                 |  | 2,507,057,725
|                                                                         |  |                              |  |                  
|Shareholders
      Capital                                              |  | $    2,512,343,214           |  | $                 |  | 2,507,057,725
|                                                                         |  |                              |  |                  
|Shares
      outstanding                                                 |  | 20,717,217                   |  |                   |  | 21,336,023   
|                                                                         |  |                              |  |                  
|Net asset value
      and redemption price per Share                     |  | $             
       121.27 |  | $                 |  | 117.50       
|                                                                         |  |                              |  |                  

See notes to unaudited condensed consolidated financial
statements

3

|BELCREST CAPITAL FUND LLC                                         |  |                           |  |                |  |            |  |            
|----------------------------------------------------------------- |  | ------------------------- |  | -------------- |  | ---------- |  | -----------
|Condensed Consolidated Statements of Operations
      (Unaudited) |  |                           |  |                |  |            |  |            
|                                                                  |  |                          
|                                                                  |  |                          
|                                                                  |  | Three Months Ended       
|                                                                  |  |                          
|                                                                  |  | March 31, 2006            |  | March 31, 2005
|                                                                  |  |                           |  |               
|Investment Income:                                                |  |                           |  |                |  |            |  |            
|Dividends allocated from Belvedere Company                        |  |                           |  |                |  |            |  |            
|(net of foreign taxes, $67,964                                    |  |                           |  |                |  |            |  |            
|and $107,297, respectively)                                       |  | $       
      11,038,159 |  | $              |  | 11,153,491
|Interest allocated from Belvedere Company                         |  |                           |  | 17,070         |  |            |  | 82,029     
|Expenses allocated from Belvedere Company                         |  |                           |  | (3,929,707)    |  |            |  | (4,060,112)
|                                                                  |  |                           |  |               
|Net investment income allocated from                              |  |                           |  |                |  |            |  |            
|Belvedere Company                                                 |  | $                         |  | 7,125,522      |  | $          |  | 7,175,408  
|Rental income                                                     |  | 11,060,869                |  |                |  | 10,131,183
|Distributions from Partnership Preference Units                   |  |                           |  | 6,206,009      |  |            |  | 7,164,141  
|Interest                                                          |  |                           |  | 474,530        |  |            |  | 240,114    
|                                                                  |  |                           |  |               
|Total investment income                                           |  | $       
      24,866,930 |  | $              |  | 24,710,846
|                                                                  |  |                           |  |               
|Expenses:                                                         |  |                           |  |                |  |            |  |            
|Investment advisory and administrative fees                       |  | $                         |  | 2,284,044      |  | $          |  | 2,340,457  
|Property management and administrative fees                       |  |                           |  | 536,993        |  |            |  | 573,020    
|Distribution and servicing fees                                   |  |                           |  | 882,878        |  |            |  | 894,296    
|Interest expense on mortgages                                     |  |                           |  | 4,384,656      |  |            |  | 5,055,571  
|Interest expense on Credit Facility                               |  |                           |  | 8,038,107      |  |            |  | 4,742,535  
|Property and maintenance expenses                                 |  |                           |  | 686,106        |  |            |  | 353,336    
|Property taxes and insurance                                      |  |                           |  | 1,465,974      |  |            |  | 1,176,302  
|Miscellaneous                                                     |  |                           |  | 322,892        |  |            |  | 631,999    
|                                                                  |  |                           |  |               
|Total expenses                                                    |  | $       
      18,601,650 |  | $              |  | 15,767,516
|Deduct                                                           |  |                           |  |                |  |            |  |            
|Reduction of investment advisory and administrative
      fees    |  |                           |  | 628,332        |  |            |  | 636,353    
|                                                                  |  |                           |  |               
|Net expenses                                                      |  | $       
      17,973,318 |  | $              |  | 15,131,163
|                                                                  |  |                           |  |               
|Net investment income before minority interest in                 |  |                           |  |                |  |            |  |            
|net income of controlled subsidiary                               |  | $                         |  | 6,893,612      |  | $          |  | 9,579,683  
|Minority interest in net income of controlled
      subsidiary    |  |                           |  | (821,404)      |  |            |  | (1,135,315)
|                                                                  |  |                           |  |               
|Net investment income                                             |  | $                         |  | 6,072,208      |  | $          |  | 8,444,368  
|                                                                  |  |                           |  |               

See notes to unaudited condensed consolidated
financial statements

4

|BELCREST CAPITAL FUND LLC                                                     |  |                    |  |                |  |   |  |             
|----------------------------------------------------------------------------- |  | ------------------ |  | -------------- |  | - |  | ------------
|Condensed Consolidated Statements of Operations (Unaudited)
      (Continued) |  |                    |  |               
|                                                                              |  |                    |  |               
|                                                                              |  |                    |  |               
|                                                                              |  | Three Months Ended
|                                                                              |  |                   
|                                                                              |  | March 31, 2006     |  | March 31, 2005
|                                                                              |  |                    |  |               
|Realized and Unrealized Gain (Loss)                                           |  |                    |  |                |  |   |  |             
|Net realized gain (loss)                                                     |  |                    |  |                |  |   |  |             
|Investment transactions, securities sold short                                |  |                    |  |                |  |   |  |             
|and foreign currency transactions
      allocated                             |  |                    |  |                |  |   |  |             
|from Belvedere Company (identified cost
      basis)                          |  | $                  |  | 23,242,917     |  | $ |  | (1,640,067) 
|Investment transactions in Partnership                                        |  |                    |  |                |  |   |  |             
|Preference Units (identified cost basis)                                      |  |                    |  | 867,845        |  |   |  | (552,973)   
|Investment transactions in other real estate                                  |  |                    |  | 15,518,488     |  |   |  | -           
|Interest rate swap agreements (1)                                             |  |                    |  | 329,529        |  |   |  | (2,724,534) 
|                                                                              |  |                    |  |               
|Net realized gain (loss)                                                      |  | $                  |  | 39,958,779     |  | $ |  | (4,917,574) 
|                                                                              |  |                    |  |               
|Change in unrealized appreciation (depreciation)                             |  |                    |  |                |  |   |  |             
|Investments, securities sold short and
      foreign                          |  |                    |  |                |  |   |  |             
|currency allocated from Belvedere
      Company                               |  |                    |  |                |  |   |  |             
|(identified cost basis)                                                       |  | $                  |  | 81,577,910     |  | $ |  | (63,102,152)
|Investments in Partnership Preference                                         |  |                    |  |                |  |   |  |             
|Units (identified cost
      basis)                                           |  |                    |  | (9,135,220)    |  |   |  | 3,999,314   
|Investments in other real estate (net of
      minority                       |  |                    |  |                |  |   |  |             
|interest in unrealized appreciation
      (depreciation) of                   |  |                    |  |                |  |   |  |             
|controlled subsidiary of $2,016,606
      and                                 |  |                    |  |                |  |   |  |             
|$(2,118,541), respectively)                                                   |  |                    |  | (3,740,221)    |  |   |  | 7,148,074   
|Interest rate swap agreements                                                 |  |                    |  | 6,045,400      |  |   |  | 8,556,454   
|                                                                              |  |                    |  |               
|Net change in unrealized appreciation (depreciation)                          |  | $                  |  | 74,747,869     |  | $ |  | (43,398,310)
|                                                                              |  |                    |  |               
|Net realized and unrealized gain (loss)                                       |  | $                  |  | 114,706,648    |  | $ |  | (48,315,884)
|                                                                              |  |                    |  |               
|Net increase (decrease) in net assets from operations                         |  | $                  |  | 120,778,856    |  | $ |  | (39,871,516)
|                                                                              |  |                    |  |               

(1) Amounts represent interest earned (incurred) in
connection with interest rate swap agreements (Note 4).

See notes to unaudited condensed consolidated
financial statements

5

|BELCREST CAPITAL FUND LLC                                                    |  |                |  |                   |  |   |  |              
|---------------------------------------------------------------------------- |  | -------------- |  | ----------------- |  | - |  | -------------
|Condensed Consolidated Statements of Changes in Net
      Assets             |  |                |  |                   |  |   |  |              
|                                                                             |  |                |  |                   |  |  
|                                                                             |  | Three Months   |  |                   |  |  
|                                                                             |  | Ended          |  |                   |  |  
|                                                                             |  | March 31, 2006 |  | Year Ended       
|                                                                             |  | (Unaudited)    |  | December 31, 2005
|                                                                             |  |                |  |                  
|Increase (Decrease) in Net Assets:                                           |  |                |  |                   |  |   |  |              
|From operations                                                             |  |                |  |                   |  |   |  |              
|Net investment income                                                        |  | $              |  | 6,072,208         |  | $ |  | 39,959,201   
|Net realized gain from investment transactions,
      securities sold short, |  |                |  |                   |  |   |  |              
|foreign currency transactions and interest rate
      swap agreements        |  |                |  | 39,958,779        |  |   |  | 62,157,175   
|Net change in unrealized appreciation (depreciation)
      of                |  |                |  |                   |  |   |  |              
|investments, securities sold short, foreign
      currency and               |  |                |  |                   |  |   |  |              
|interest rate swap agreements                                                |  |                |  | 74,747,869        |  |   |  | 55,406,513   
|                                                                             |  |                |  |                  
|Net increase in net assets from operations                                   |  | $              |  | 120,778,856       |  | $ |  | 157,522,889  
|                                                                             |  |                |  |                  
|Transactions in Fund Shares                                                 |  |                |  |                   |  |   |  |              
|Net asset value of Fund Shares issued to Shareholders
      in               |  |                |  |                   |  |   |  |              
|payment of distributions declared                                            |  | $              |  | 15,634,647        |  | $ |  | 15,823,106   
|Net asset value of Fund Shares redeemed                                      |  |                |  | (90,184,241)      |  |   |  | (267,710,375)
|                                                                             |  |                |  |                  
|Net decrease in net assets from Fund Share
      transactions                |  | $              |  | (74,549,594)      |  | $ |  | (251,887,269)
|                                                                             |  |                |  |                  
|Distributions                                                               |  |                |  |                   |  |   |  |              
|Distributions to Shareholders                                                |  | $              |  | (40,943,773)      |  | $ |  | (39,105,113) 
|                                                                             |  |                |  |                  
|Total distributions                                                          |  | $              |  | (40,943,773)      |  | $ |  | (39,105,113) 
|                                                                             |  |                |  |                  
|Net increase (decrease) in net assets                                        |  | $              |  | 5,285,489         |  | $ |  | (133,469,493)
|                                                                             |  |                |  |                   |  |   |  |              
|                                                                             |  |                |  |                   |  |   |  |              
|                                                                             |  |                |  |                   |  |   |  |              
|Net assets:                                                                  |  |                |  |                   |  |   |  |              
|At beginning of period                                                       |  | $              |  | 2,507,057,725     |  | $ |  | 2,640,527,218
|                                                                             |  |                |  |                  
|At end of period                                                             |  | $              |  | 2,512,343,214     |  | $ |  | 2,507,057,725
|                                                                             |  |                |  |                  

See notes to unaudited condensed consolidated
financial statements

6

|BELCREST CAPITAL FUND LLC                                                              |  |                    |  |                
|-------------------------------------------------------------------------------------- |  | ------------------ |  | ---------------
|Condensed Consolidated Statements of Cash Flows
      (Unaudited)                      |  |                    |  |                
|                                                                                       |  |                   
|                                                                                       |  |                   
|                                                                                       |  | Three Months Ended
|                                                                                       |  |                   
|                                                                                       |  | March 31, 2006     |  | March 31, 2005 
|                                                                                       |  |                    |  |                
|Cash Flows From (For) Operating Activities                                            |  |                    |  |                
|Net increase (decrease) in net assets from operations                                  |  | $ 120,778,856      |  | $ (39,871,516) 
|Adjustments to reconcile net increase (decrease) in net assets
      from              |  |                    |  |                
|operations to net cash flows from (for) operating
      activities                    |  |                    |  |                
|Net investment income allocated from Belvedere
      Company                           |  | (7,125,522)        |  | (7,175,408)    
|Increase in note receivable from other real
      estate investments                   |  | (80,618)           |  | (74,646)       
|Decrease in other assets                                                               |  | 2,370,581          |  | 2,034,805      
|(Increase) decrease in distributions and
      interest receivable                     |  | 63,916             |  | (1,607,302)    
|Increase in interest receivable for open swap
      agreements                         |  | (134,379)          |  | -              
|Decrease in interest payable for open swap
      agreements                            |  | -                  |  | (134,120)      
|Decrease in payable to affiliate for
      investment advisory and administrative fees |  | (30,046)           |  | -              
|Decrease in payable to affiliate for
      distribution and servicing fees             |  | (15,213)           |  | -              
|Increase (decrease) in security deposits,
      accrued interest and accrued           |  |                    |  |                
|other expenses and
      liabilities                                                   |  | (876,396)          |  | 3,881,955      
|Increase in accrued property taxes                                                     |  | 228,482            |  | 433,171        
|Purchases of Partnership Preference
      Units                                        |  | (70,575,878)       |  | -              
|Proceeds from sales of Partnership Preference
      Units                              |  | 24,703,974         |  | 20,588,078     
|Proceeds from sale of investment in other real
      estate                            |  | 23,042,220         |  | -              
|Improvements to rental property                                                        |  | (1,115,983)        |  | (845,434)      
|Decrease in cash due to sale of controlled
      subsidiary                            |  | (19,313)           |  | -              
|Interest earned (incurred) on interest rate
      swap agreements                      |  | 329,529            |  | (2,724,534)    
|Increase in short-term investments                                                     |  | (1,019,662)        |  | (4,455,000)    
|Minority interest in net income of controlled
      subsidiary                         |  | 821,404            |  | 1,135,315      
|Net realized (gain) loss from investment
      transactions, securities sold short,    |  |                    |  |                
|foreign currency transactions and
      interest rate swap agreements                  |  | (39,958,779)       |  | 4,917,574      
|Net change in unrealized (appreciation)
      depreciation of investments,             |  |                    |  |                
|securities sold short, foreign
      currency and interest rate swap agreements        |  | (74,747,869)       |  | 43,398,310     
|                                                                                       |  |                    |  |                
|Net cash flows from (for) operating activities                                         |  | $ (23,360,696)     |  | $   19,501,248 
|                                                                                       |  |                    |  |                
|Cash Flows From (For) Financing Activities                                            |  |                    |  |                
|Proceeds from Credit Facility                                                          |  | $   10,000,000     |  | $    32,000,000
|Repayments on mortgages                                                                |  | (23,444)           |  | (315,301)      
|Issuance of real estate joint venture preferred
      shares                           |  | -                  |  | 240,000        
|Payments for Fund Shares redeemed                                                      |  | (971,485)          |  | (757,562)      
|Distributions paid to Shareholders                                                     |  | (25,309,126)       |  | (23,282,007)   
|Distributions paid to minority
      shareholders                                      |  | (1,788,656)        |  | -              
|Capital contributed by minority
      shareholder                                      |  | -                  |  | 23,091         
|                                                                                       |  |                    |  |                
|Net cash flows from (for) financing activities                                         |  | $ (18,092,711)     |  | $    7,908,221 
|                                                                                       |  |                    |  |                
|Net increase (decrease) in cash                                                        |  | $ (41,453,407)     |  | $   27,409,469 
|                                                                                       |  |                    |  |                
|                                                                                       |  |                    |  |                
|Cash at beginning of period                                                            |  | $   58,371,682     |  | $   11,111,993 
|                                                                                       |  |                    |  |                
|Cash at end of period                                                                  |  | $   16,918,275     |  | $   38,521,462 
|                                                                                       |  |                    |  |                

See notes to unaudited condensed consolidated
financial statements

7

|BELCREST CAPITAL FUND LLC                                                     |  |                    |  |                |  |   |  |           
|----------------------------------------------------------------------------- |  | ------------------ |  | -------------- |  | - |  | ----------
|Condensed Consolidated Statements of Cash Flows (Unaudited)
      (Continued) |  |                    |  |               
|                                                                              |  |                    |  |               
|                                                                              |  |                    |  |               
|                                                                              |  | Three Months Ended
|                                                                              |  |                   
|                                                                              |  | March 31, 2006     |  | March 31, 2005
|                                                                              |  |                    |  |               
|Supplemental Disclosure and Non-cash Investing and                            |  |                    |  |                |  |   |  |           
|Financing Activities                                                         |  |                    |  |                |  |   |  |           
|Interest paid on loan  Credit
      Facility                                 |  | $                  |  | 7,878,933      |  | $ |  | 4,683,113 
|Interest paid on mortgages                                                    |  | $                  |  | 4,539,880      |  | $ |  | 5,024,273 
|Interest paid (received) on swap
      agreements                             |  | $                  |  | (195,150)      |  | $ |  | 2,858,654 
|Market value of securities distributed
      in payment of                    |  |                    |  |                |  |   |  |           
|redemptions                                                                   |  | $                  |  | 91,248,341     |  | $ |  | 59,666,322
|Market value of real property and other
      assets, net                     |  |                    |  |                |  |   |  |           
|of current
      liabilities, disposed of in conjunction with the             |  |                    |  |                |  |   |  |           
|sale of other real
      estate                                               |  | $                  |  | 68,996,847     |  | $ |  | -         
|Mortgage disposed of in conjunction with
      the sale of                    |  |                    |  |                |  |   |  |           
|other real
      estate                                                       |  | $                  |  | 46,087,575     |  | $ |  | -         

See notes to unaudited condensed consolidated
financial statements

8

|BELCREST CAPITAL FUND LLC                                                |  |                    |  |                  |  |                   |  |       |  |          
|------------------------------------------------------------------------ |  | ------------------ |  | ---------------- |  | ----------------- |  | ----- |  | ---------
|Condensed Consolidated Financial Statements
      (Continued)            |  |                    |  |                  |  |                   |  |       |  |          
|Financial Highlights                                                     |  |                    |  |                  |  |                   |  |       |  |          
|                                                                         |  |                    |  |                  |  |                   |  |      
|                                                                         |  |                    |  |                  |  |                   |  |      
|                                                                         |  | Three Months Ended |  |                  |  |                   |  |      
|                                                                         |  | March 31, 2006     |  |                  |  | Year Ended       
|                                                                         |  | (Unaudited)        |  |                  |  | December 31, 2005
|                                                                        
|Net asset value  Beginning of period                                    |  | $                  |  | 117.500          |  |                   |  | $     |  | 111.880  
|                                                                        
|Income (loss) from operations                                            |  |                    |  |                  |  |                   |  |       |  |          
|                                                                        
|Net investment income (1)                                                |  | $                  |  | 0.288            |  |                   |  | $     |  | 1.780    
|Net realized and unrealized gain                                         |  |                    |  | 5.422            |  |                   |  |       |  | 5.500    
|                                                                        
|Total income from operations                                             |  | $                  |  | 5.710            |  |                   |  | $     |  | 7.280    
|                                                                        
|Distributions                                                            |  |                    |  |                  |  |                   |  |       |  |          
|                                                                        
|Distributions to Shareholders                                            |  | $                  |  | (1.940)          |  |                   |  | $     |  | (1.660)  
|                                                                        
|Total distributions                                                      |  | $                  |  | (1.940)          |  |                   |  | $     |  | (1.660)  
|                                                                        
|Net asset value  End of period                                          |  | $                  |  | 121.270          |  |                   |  | $     |  | 117.500  
|                                                                        
|Total Return(2)                                                          |  |                    |  | 4.92%            |  |                   |  |       |  | 6.66%    
|                                                                        
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          
|Ratios as a percentage of average net assets
      (3):                  |  |                    |  |                  |  |                   |  |       |  |          
|                                                                        
|Expenses of Consolidated Real Property Subsidiaries                      |  |                    |  |                  |  |                   |  |       |  |          
|Interest and other borrowing costs (4)                                   |  |                    |  | 0.58%  (9)       |  |                   |  | 0.68%
|Operating expenses (4)                                                   |  |                    |  | 0.34%  (9)       |  |                   |  | 0.26%
|Belcrest Capital Fund LLC Expenses                                       |  |                    |  |                  |  |                   |  |       |  |          
|Interest and other borrowing costs (5)(6)                                |  |                    |  | 1.30%  (9)       |  |                   |  | 0.99%
|Investment advisory and administrative fees,
      distribution and      |  |                    |  |                  |  |                   |  |       |  |          
|servicing fees and other Fund operating
      expenses (5)(7)            |  |                    |  | 1.08%  (9)       |  |                   |  | 1.14%
|                                                                         |  |                   
|Total expenses                                                           |  |                    |  | 3.30%  (9)       |  |                   |  | 3.07%
|Net investment income                                                    |  |                    |  | 0.98%  (9)       |  |                   |  | 1.60%
|                                                                        
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          
|Ratios as a percentage of average gross assets
      (3)(8):             |  |                    |  |                  |  |                   |  |       |  |          
|                                                                        
|Expenses of Consolidated Real Property Subsidiaries                      |  |                    |  |                  |  |                   |  |       |  |          
|Interest and other borrowing costs (4)                                   |  |                    |  | 0.42%  (9)       |  |                   |  | 0.49%
|Operating expenses (4)                                                   |  |                    |  | 0.25%  (9)       |  |                   |  | 0.18%
|Belcrest Capital Fund LLC Expenses                                       |  |                    |  |                  |  |                   |  |       |  |          
|Interest and other borrowing costs (5)(6)                                |  |                    |  | 0.95%  (9)       |  |                   |  | 0.71%
|Investment advisory and administrative fees,
      distribution and      |  |                    |  |                  |  |                   |  |       |  |          
|servicing fees and other Fund operating
      expenses (5)(7)            |  |                    |  | 0.79%  (9)       |  |                   |  | 0.83%
|                                                                         |  |                   
|Total expenses                                                           |  |                    |  | 2.41% 
      (9) |  |                   |  | 2.21%
|Net investment income                                                    |  |                    |  | 0.72%  (9)       |  |                   |  | 1.15%
|                                                                        
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          
|Supplemental Data                                                        |  |                    |  |                  |  |                   |  |       |  |          
|                                                                        
|Net assets, end of period (000s omitted)                                |  | $                  |  | 2,512,343        |  |                   |  | $     |  | 2,507,058
|Portfolio turnover of Tax-Managed Growth Portfolio (the
      Portfolio) |  |                    |  | 0%               |  |                   |  |       |  | 0% (10)  
|                                                                         |  |                    |  |                  |  |                   |  |       |  |          

|(1)  | Calculated using average shares
      outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  | 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.                                                                                                                                                                                                                                                                                                                        
|    
|(3)  | For the purpose of calculating ratios, the
      income and expenses of Belcrest Realty Corporation's (Belcrest Realty)
      controlled subsidiaries are reduced by the proportionate interests therein
      of investors other than Belcrest Realty.                                                                                                                                                                                                                                                   
|    
|(4)  | Includes Belcrest Realty's proportional
      shares of expenses incurred by its controlled subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(5)  | Includes the expenses of Belcrest Capital
      Fund LLC (Belcrest Capital) and Belcrest Realty. Does not include expenses
      of Belcrest Realty's controlled subsidiaries.                                                                                                                                                                                                                                                                                                                            
|    
|(6)  | Ratios do not include interest incurred in
      connection with interest rate swap agreements, if any. Had such amounts
      been included, ratios would be higher.                                                                                                                                                                                                                                                                                                                                     
|    
|(7)  | Includes Belcrest Capital's share of
      Belvedere Capital Fund Company LLC's (Belvedere Company) allocated
      expenses, including those expenses allocated from the Portfolio.                                                                                                                                                                                                                                                                                                                      
|    
|(8)  | Average gross assets is defined as the
      average daily amount of all assets of Belcrest Capital (not including its
      investment in 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.
|    
|(9)  | Annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(10) | Amounts to less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    

See notes to unaudited condensed consolidated
financial statements

9

BELCREST CAPITAL FUND LLCas of March 31, 2006 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, without audit, in accordance with
accounting principles generally accepted in the United States of America (GAAP)
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 GAAP 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 as of 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, 2005 and the
statement of changes in net assets and the financial highlights for the year
then ended have been derived from the December 31, 2005 audited financial
statements but do not include all of the information and footnotes required by
GAAP 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 periods 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, other than short-term obligations, for the three months ended
March 31, 2006 and 2005:

|                                                                    |  | Three Months Ended
|------------------------------------------------------------------- |  | ------------------
|                                                                    |  |                   
|Investment Transactions                                             |  | March 31, 2006    
|                                                                   
|Decreases in investment in Belvedere Capital Fund Company
      LLC |  | $                 
|Sale of other real estate (1)                                       |  | $                 
|Purchases of Partnership Preference Units (2)                       |  | $                 
|Sales of Partnership Preference Units (3)                           |  | $                 
|                                                                   

|(1) | In January 2006, Belcrest Realty
      Corporation (Belcrest Realty) sold its interest in Bel Santa Ana LLC (Bel
      Santa Ana) to the real estate investment affiliate of another fund advised
      by Boston Management and Research (Boston Management), for which a gain of
      $15,518,488 was recognized.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Purchases of Partnership Preference Units
      during the three months ended March 31, 2006 represent Partnership
      Preference Units purchased from the real estate investment affiliates of
      other investment funds advised by Boston Management.                                                        
|   
|(3) | Sales of Partnership Preference Units for
      the three months ended March 31, 2006 and 2005 include Partnership
      Preference Units sold to real estate affiliates of other investment funds
      advised by Boston Management for which a gain of $867,845 and $5,003 was
      recognized, respectively.   
|   

10



|3 Indirect Investment in the
    Portfolio
|------------------------------------------

The following table summarizes the Funds investment
in Tax-Managed Growth Portfolio (the Portfolio) through Belvedere Capital Fund
Company LLC (Belvedere Company) for the three months ended March 31, 2006 and
2005, including allocations of income, expenses and net realized and unrealized
gains (losses) for the respective periods then ended:

|                                                                             |  | Three Months Ended
|---------------------------------------------------------------------------- |  | ------------------
|                                                                             |  |                   
|                                                                             |  | March 31, 2006    
|                                                                            
|Belvedere Companys interest in the Portfolio (1)                            |  | $                 
|The Funds investment in Belvedere Company (2)                               |  | $                 
|Income allocated to Belvedere Company from the
      Portfolio               |  | $                 
|Income allocated to the Fund from Belvedere Company                          |  | $                 
|Expenses allocated to Belvedere Company from the
      Portfolio             |  | $                 
|Expenses allocated to the Fund from Belvedere Company                        |  | $                 
|Net realized gain (loss) from investment transactions, securities
      sold |  |                   
|short and foreign currency transactions allocated to
      Belvedere         |  |                   
|Company from the Portfolio                                                   |  | $                 
|Net realized gain (loss) from investment transactions, securities
      sold |  |                   
|short and foreign currency transactions allocated to
      the Fund from     |  |                   
|Belvedere Company                                                            |  | $                 
|Net change in unrealized appreciation (depreciation) of
      investments,   |  |                   
|securities sold short and foreign currency allocated
      to Belvedere      |  |                   
|Company from the Portfolio                                                   |  | $                 
|Net change in unrealized appreciation (depreciation) of
      investments,   |  |                   
|securities sold short and foreign currency allocated
      to the Fund from  |  |                   
|Belvedere Company                                                            |  | $                 
|                                                                            

|(1) | As of March 31, 2006 and 2005, the value of
      Belvedere Companys interest in the Portfolio represents 71.4% and 67.7%
      of the Portfolios net assets, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | As of March 31, 2006 and 2005, the Funds
      investment in Belvedere Company represents 19.2% and 21.2% of Belvedere
      Companys net assets, respectively.            
|   

A summary of the Portfolios Statement of Assets and
Liabilities at March 31, 2006, December 31, 2005 and March 31, 2005 and its
operations for the three months ended March 31, 2006, for the year ended
December 31, 2005 and for the three months ended March 31, 2005 follows:

|                                 |  | March 31, 2006 |  | December 31, 2005 |  | March 31, 2005
|-------------------------------- |  | -------------- |  | ----------------- |  | --------------
|                                 |  |               
|Investments, at value            |  | $              |  | 19,489,204,023    |  | $             
|Other assets                     |  |                |  | 82,793,817        |  |               
|                                
|Total assets                     |  | $              |  | 19,571,997,840    |  | $             
|                                
|Collateral for securities loaned |  | $              |  | 96,708,244        |  | $             
|Demand note payable              |  |                |  | 16,300,000        |  |               
|Management fee payable           |  |                |  | 6,942,089         |  |               
|Other liabilities                |  |                |  | 320,675           |  |               
|                                
|Total liabilities                |  | $              |  | 120,271,008       |  | $             
|                                
|Net assets                       |  | $              |  | 19,451,726,832    |  | $             
|                                

11

|                               |  | March 31, 2006 |  | December 31, 2005 |  | March 31, 2005
|------------------------------ |  | -------------- |  | ----------------- |  | --------------
|                               |  |               
|Dividends and interest         |  | $              |  | 79,789,760        |  | $             
|                              
|Investment adviser fee         |  | $              |  | 20,700,926        |  | $             
|Other expenses                 |  |                |  | 370,255           |  |               
|Total expense reductions       |  |                |  | -                 |  |               
|                              
|Net expenses                   |  | $              |  | 21,071,181        |  | $             
|                              
|Net investment income          |  | $              |  | 58,718,579        |  | $             
|Net realized gain (loss) from  |  |                |  |                   |  |               
|investment transactions,       |  |                |  |                   |  |               
|securities sold short and      |  |                |  |                   |  |               
|foreign currency transactions  |  |                |  | 444,361,395       |  |               
|Net change in unrealized       |  |                |  |                   |  |               
|appreciation (depreciation) of |  |                |  |                   |  |               
|investments, securities sold   |  |                |  |                   |  |               
|short and foreign currency     |  |                |  | 563,623,384       |  |               
|                              
|Net increase (decrease) in net |  |                |  |                   |  |               
|assets from operations         |  | $              |  | 1,066,703,358     |  | $             
|                              



| | 4 Interest Rate Swap
  Agreements
| | ---------------------------------

Belcrest Capital has entered into interest rate swap
agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a
substantial portion of its borrowings under the Credit Facility used to acquire
equity in real estate investments. 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.
Interest rate swap agreements in place at March 31, 2006 and December 31, 2005
are listed below.

|          |  | Notional |  |        |  |          |  |             |  |             |  | Initial        |  |                         |  | Unrealized Appreciation    
|--------- |  | -------- |  | ------ |  | -------- |  | ----------- |  | ----------- |  | -------------- |  | ----------------------- |  | ---------------------------
|          |  | Amount   |  |        |  |          |  |             |  |             |  | Optional       |  | Final                   |  | (Depreciation) at          
|Effective |  | (000s   |  | Fixed  |  | Floating |  | Termination |  | Termination |  |               
|Date      |  | omitted) |  | Rate   |  | Rate     |  | Date        |  | Date        |  | March 31, 2006 |  | December 31,
      2005
|         
|10/03     |  | 128,116  |  | 4.865% |  | LIBOR    |  | +           |  | 0.30%       |  | 07/04          |  | 06/10                   |  | $                          
|10/03     |  | 170,000  |  | 4.795% |  | LIBOR    |  | +           |  | 0.30%       |  | 09/04          |  | 06/10                   |  |                            
|10/03     |  | 63,526   |  | 4.69%  |  | LIBOR    |  | +           |  | 0.30%       |  | 02/05          |  | 06/10                   |  |                            
|10/03     |  | 55,375   |  | 4.665% |  | LIBOR    |  | +           |  | 0.30%       |  | 03/05          |  | 06/10                   |  |                            
|10/03     |  | 80,965   |  | 4.145% |  | LIBOR    |  | +           |  | 0.30%       |  | 03/10          |  | 06/10                   |  |                            
|10/03     |  | 47,253   |  | 4.045% |  | LIBOR    |  | +           |  | 0.30%       |  | -              |  | 06/10                   |  |                            
|02/04     |  | 78,620   |  | 5.00%  |  | LIBOR    |  | +           |  | 0.30%       |  | 08/04          |  | 06/10                   |  |                            
|06/10     |  | 3,870    |  | 6.29%  |  | LIBOR    |  | +           |  | 0.30%       |  | -              |  | 07/15                   |  |                            
|         
|          |  |          |  |        |  |          |  |             |  |             |  |                |  |                         |  | $         
      21,859,456
|         

5 Debt

Mortgage - In January 2006, Belcrest Realty sold its
interest in Bel Santa Ana (Note 2). At the time of the transaction, the loan
balance was $46,087,575.

12



|6 Segment
Information
|---------------------

Belcrest Capital pursues its investment objective
primarily by investing indirectly in the Portfolio through Belvedere Company.
The Portfolio is a diversified investment company that emphasizes investments in
common stocks of domestic and foreign growth companies that are considered by
its investment adviser to be high in quality and attractive in their long-term
investment prospects. Separate from its investment in Belvedere Company,
Belcrest Capital invests in real estate assets through its subsidiary, Belcrest
Realty. Belcrest Realty invests directly and indirectly in Partnership
Preference Units, debt and common equity investments in private real estate
companies and in real property through a controlled subsidiary, Allagash
Property Trust, and formerly invested in real property through Bel Santa Ana
(for the period during which Belcrest Realty maintained an interest in Bel Santa
Ana).

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 the net change in unrealized appreciation
(depreciation). 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         |  |       |  |            
|---------------------------------------------------- |  | ----------------- |  | ------------ |  | ----- |  | -----------
|March 31, 2006                                       |  | Growth Portfolio* |  | Estate       |  | Total
|                                                    
|Revenue                                              |  | $                 |  | 7,125,522    |  | $     |  | 17,662,888 
|Interest expense on mortgages                        |  |                   |  | -            |  |       |  | (4,384,656)
|Interest expense on Credit Facility                  |  |                   |  | -            |  |       |  | (7,877,345)
|Operating expenses                                   |  |                   |  | (530,772)    |  |       |  | (4,064,284)
|Minority interest in net income of                   |  |                   |  |              |  |       |  |            
|controlled subsidiary                                |  |                   |  | -            |  |       |  | (821,404)  
|                                                    
|Net investment income                                |  | $                 |  | 6,594,750    |  | $     |  | 515,199    
|Net realized gain                                    |  |                   |  | 23,242,917   |  |       |  | 16,715,862 
|Net change in unrealized appreciation (depreciation) |  |                   |  | 81,577,910   |  |       |  | (6,830,041)
|                                                    
|Net increase in net assets from operations
      of  |  |                   |  |              |  |       |  |            
|reportable segments                                  |  | $                 |  | 111,415,577  |  | $     |  | 10,401,020 
|                                                    
|                                                     |  |                   |  |              |  |       |  |            
|                                                     |  |                   |  |              |  |       |  |            
|For the Three Months Ended                           |  | Tax Managed       |  | Real         |  |       |  |            
|March 31, 2005                                       |  | Growth Portfolio* |  | Estate       |  | Total
|                                                    
|Revenue                                              |  | $                 |  | 7,175,408    |  | $     |  | 17,472,475 
|Interest expense on mortgages                        |  |                   |  | -            |  |       |  | (5,055,571)
|Interest expense on Credit Facility                  |  |                   |  | -            |  |       |  | (4,647,684)
|Operating expenses                                   |  |                   |  | (537,192)    |  |       |  | (3,796,920)
|Minority interest in net income of                   |  |                   |  |              |  |       |  |            
|controlled subsidiary                                |  |                   |  | -            |  |       |  | (1,135,315)
|                                                    
|Net investment income                                |  | $                 |  | 6,638,216    |  | $     |  | 2,836,985  
|Net realized loss                                    |  |                   |  | (1,640,067)  |  |       |  | (3,277,507)
|Net change in unrealized appreciation (depreciation) |  |                   |  | (63,102,152) |  |       |  | 19,703,842 
|                                                    
|Net increase (decrease) in net assets from           |  |                   |  |              |  |       |  |            
|operations of reportable segments                    |  | $                 |  | (58,104,003) |  | $     |  | 19,263,320 
|                                                    

*Belcrest Capital invests indirectly in Tax-Managed
Growth Portfolio through Belvedere Company.

13

The following table reconciles the reported segment
information to the condensed consolidated financial statements for the periods
indicated:

|                                                                  |  | Three Months   |  | Three Months  
|----------------------------------------------------------------- |  | -------------- |  | --------------
|                                                                  |  | Ended          |  | Ended         
|                                                                  |  | March 31, 2006 |  | March 31, 2005
|                                                                  |  |                |  |               
|Revenue:                                                          |  |                |  |               
|Revenue from reportable segments                                  |  | $              |  | 24,788,410    
|Unallocated amounts:                                              |  |                |  |               
|Interest earned on cash not invested in the
      Portfolio or in |  |                |  |               
|subsidiaries                                                      |  |                |  | 78,520        
|                                                                  |  |               
|Total revenue                                                     |  | $              |  | 24,866,930    
|                                                                  |  |               
|Net increase (decrease) in net assets from
      operations:      |  |                |  |               
|Net increase (decrease) in net assets from operations
      of    |  |                |  |               
|reportable segments                                               |  | $              |  | 121,816,597   
|Unallocated investment income:                                    |  |                |  |               
|Interest earned on cash not invested in
      the Portfolio or in |  |                |  |               
|subsidiaries                                                      |  |                |  | 78,520        
|Unallocated expenses (1):                                         |  |                |  |               
|Distribution and servicing
      fees                             |  |                |  | (882,878)     
|Interest expense on Credit
      Facility                         |  |                |  | (160,762)     
|Audit, tax and legal fees                                         |  |                |  | (54,357)      
|Other operating expenses                                          |  |                |  | (18,264)      
|                                                                  |  |               
|Net increase (decrease) in net assets from
      operations       |  | $              |  | 120,778,856   
|                                                                  |  |               

|(1) | Unallocated expenses represent costs
      incurred that pertain to the overall operation of Belcrest Capital, and do
      not pertain to either operating segment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

The following tables reconcile the reported segment
information to the condensed consolidated financial statements as of March 31,
2006 and December 31, 2005.

|                                                      |  | Tax-Managed       |  | Real          |  |      
|----------------------------------------------------- |  | ----------------- |  | ------------- |  | -----
|At March 31, 2006                                     |  | Growth Portfolio* |  | Estate        |  | Total
|                                                     
|Segment assets                                        |  | $                 |  | 2,662,175,558 |  | $    
|Segment liabilities                                   |  |                   |  | 2,358,739     |  |      
|                                                     
|Net assets (liabilities) of reportable
      segments |  | $                 |  | 2,659,816,819 |  | $    
|                                                     
|                                                      |  | Tax-Managed       |  | Real          |  |      
|At December 31, 2005                                  |  | Growth Portfolio* |  | Estate        |  | Total
|                                                     
|Segment assets                                        |  | $                 |  | 2,641,477,550 |  | $    
|Segment liabilities                                   |  |                   |  | 4,391,873     |  |      
|                                                     
|Net assets (liabilities) of reportable
      segments |  | $                 |  | 2,637,085,677 |  | $    
|                                                     

*Belcrest Capital invests indirectly in Tax-Managed
Growth Portfolio through Belvedere Company.

14

|                                                               |  | March 31, 2006 |  | December 31, 2005
|-------------------------------------------------------------- |  | -------------- |  | -----------------
|                                                               |  |               
|Net assets:                                                    |  |                |  |                  
|Net assets of reportable segments                              |  | $              |  | 2,521,799,499    
|Unallocated amounts:                                           |  |                |  |                  
|Cash (1)                                                       |  |                |  | 453,715          
|Short-term investments (1)                                     |  |                |  | 5,858,000        
|Loan payable  Credit Facility
      (2)                       |  |                |  | (14,989,059)     
|Payable to affiliate for distribution
      and servicing fees |  |                |  | (464,340)        
|Other liabilities                                              |  |                |  | (314,601)        
|                                                               |  |               
|Net assets                                                     |  | $              |  | 2,512,343,214    
|                                                               |  |               

|(1) | Unallocated cash and short-term investments
      represent cash and cash equivalents not invested in the Portfolio or real
      estate assets.                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Unallocated amount of loan payable  Credit
      Facility represents borrowings not specifically used to fund real estate
      investments. Such borrowings are generally used to pay selling
      commissions, organization expenses and other liquidity needs of the
      Fund.
|   

15

Item 2. Managements Discussion and Analysis
of Financial Condition (MD&A) 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.

MD&A and Results of Operations for the
Quarter Ended March 31, 2006 Compared to the Quarter Ended March 31,
2005.

Performance of the
Fund.(1)The Funds
investment objective is to achieve long-term, after-tax returns for
shareholders. Eaton Vance Management (Eaton Vance), as the Funds manager,
measures the Funds success in achieving its objective based on the investment
returns of the Fund, using the S&P 500 Index as the Funds primary
performance benchmark. The S&P 500 Index is a broad-based, unmanaged market
index of common stocks commonly used as a measure of U.S. stock market
performance. Eaton Vances primary focus in pursuing total return is on the
Funds common stock portfolio, which consists of its indirect interest in
Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio
through its interest in Belvedere Capital Fund Company LLC (Belvedere Company).
The Funds performance will differ from that of the Portfolio due to its
investments outside the Portfolio. In measuring the performance of the Funds
real estate investments, Eaton Vance considers whether, through current returns
and changes in valuation, the real estate investments achieve returns that over
the long-term exceed the cost of the borrowing incurred to acquire such
investments and thereby add to Fund returns. The Fund has entered into interest
rate swap agreements to fix the costs of a substantial portion of its borrowings
under the Credit Facility (described under "Liquidity and Capital Resources"
below) and to mitigate in part the impact of interest rate changes on the Funds
net asset value.

The Funds total return was 4.92% for the quarter
ended March 31, 2006. This return reflects an increase in the Funds net asset
value per share from $117.50 to $121.27 and a distribution of $1.94 per share
during the period. The total return of the S&P 500 Index was 4.21% over the
same period. Last year, the Fund had a total return performance of -1.50% for
the quarter ended March 31, 2005. This return reflected a decrease in the Funds
net asset value per share from $111.88 to $108.51 and a distribution of $1.66
per share during the period. The S&P 500 Index had a total return of -2.15%
over the same period.

Performance of the Portfolio.In the face of rising interest rates and oil
prices, U.S. equities managed to post healthy results during the first quarter
of 2006. The S&P 500 and Dow Jones Industrials Indices had their strongest
quarterly advance in years, each gaining more than 4%. The NASDAQ Composite
gained an even more impressive 6.1% during the quarter. Mixed economic and
earnings reports were offset by positive news of benign inflation and healthy
capital spending. Small- and mid-cap stocks once again outperformed large-cap
investments and the large-cap value style continued to outperform the large-cap
growth style. For the quarter ended March 31, 2006, the Portfolios total return
was 4.34%, outperforming the S&P 500 Index return of 4.21% over the same
period. For comparison, during the first quarter of 2005, the Portfolio posted a
total return of -1.98%.

Telecommunication and energy were the best
performing sectors of the S&P 500 Index during the first quarter of 2006,
while the utilities and health care sectors were the weakest performers. Market
leading industries in the first quarter included construction materials,
communication equipment and diversified telecommunications. In contrast,
internet software, consumer services and catalog retailers were among the worst
performing industries.

|(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.
      Total returns are historical and are calculated by determining the
      percentage change in net asset value with all distributions reinvested.
      The Portfolios total return for the period reflects the total return of
      another fund that invests in the Portfolio adjusted for non-Portfolio
      expenses of that fund. Performance is for the stated time period only and
      is not annualized; due to market volatility, the Funds current
      performance may be lower or higher. The performance of the Fund and the
      Portfolio is compared to that of their benchmark, the S&P 500 Index.
      It is not possible to invest directly in an Index.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

16

The Portfolios modest outperformance versus the S&P 500 Index during the quarter was driven by its sector allocation and industry diversification. The Portfolios overweighting of the outperforming industrials sector and the
strong performing air freight logistics, machinery and investment brokerage industries was beneficial. During the quarter, the Portfolio maintained an underweighting of the utilities sector, which was beneficial given the price declines experienced
by independent power producers and electric utilities stocks over the period. Stock selection within the health care and consumer discretionary sectors also contributed positively to returns during the quarter.

While the Portfolios continued overweighting of the energy sector, which continues to benefit from rising oil prices, remained positive, its holdings within the oil and gas exploration and production industry delivered sub-par results.
Relatively weak performance of semiconductor and IT services stocks, as well as an underweighting of the outperforming telecommunications sector, also negatively impacted returns. Commodity related investments, such as copper, gold and aluminum
stocks, registered impressive gains and the Portfolio benefited from its allocation to and selections within the metals and mining industry.

Performance of Real Estate Investments.The Funds real estate investments are held through Belcrest Realty Corporation (Belcrest Realty). As of March 31, 2006, real estate investments included a majority
interest in a real estate joint venture (Real Estate Joint Venture), Allagash Property Trust (Allagash), a portfolio of income producing preferred equity interests in real estate operating partnerships that are generally affiliated with and
controlled by real estate investment trusts (REITs) that are publicly-traded (Partnership Preference Units) (a portion of which is held through a wholly-owned subsidiary of Belcrest Realty) and certain debt and common equity investments of two
private real estate companies. Allagash owns industrial distribution properties. As of March 31, 2006, the estimated fair value of the Funds real estate investments represented 23.0% of the Funds total assets on a consolidated basis.
After adjusting for the minority interest in Allagash, the Funds real estate investments represented 28.8% of the Funds net assets as of March 31, 2006.

On January 20, 2006, Belcrest Realty sold property subject to a long-term triple net lease (Net Leased Property), Bel Santa Ana LLC (Bel Santa Ana), to the real estate investment affiliate of another investment fund advised by Boston
Management and Research (Boston Management), realizing a gain of approximately $15.5 million on the transaction.

During the quarter ended March 31, 2006, rental income from real estate operations was approximately $11.1 million compared to approximately $10.1 million for the quarter ended March 31, 2005, an increase of $1.0 million or 10%.
This increase in rental income was due to increases in the rental income of Allagash, offset in part by the loss of income in 2006 from the sale of Bel Santa Ana referenced in the preceeding paragarph. For the quarter ended March 31, 2006,
Allagashs rental income was in line with expectations. During the quarter ended March 31, 2005, rental income decreased due to Belcrest Realtys disposition of its two former multifamily Real Estate Joint Ventures held during the year
ended December 31, 2004. In February 2004, Belcrest Realty sold its interest in one such Real Estate Joint Venture, Casco Property Trust, LLC (Casco), and in October 2004 sold all the properties held by the other multifamily Real Estate Joint
Venture, Bel Alliance Properties, LLC (Bel Alliance). The decrease in rental income was offset in part by rental income from the real estate operations of Allagash.

During the quarter ended March 31, 2006, property operating expenses were approximately $2.7 million compared to approximately $2.1 million for the quarter ended March 31, 2005, an increase of $0.6 million or 29% (property
operating expenses are before certain operating expenses of Belcrest Realty of approximately $1.4 million for the quarter ended March 31, 2006 and $1.7 million for the quarter ended March 31, 2005). The increase in property operating
expenses was due to increases in Allagashs property and maintenance expenses and its real estate taxes and insurance expenses. For the quarter ended March 31, 2006, Allagashs property operating expenses were in line with expectations.
Property operating expenses for the quarter ended March 31, 2005 decreased principally due to the sale of Belcrest Realtys interest in Casco and the Bel Alliance properties in 2004, offset in part by the operating expenses of
Allagash.

For many industrial distribution properties, rent levels are expected to see minimal growth over the near term. Boston Management expects that improvements in industrial distribution property operating performance will occur over the longer
term.

At March 31, 2006, the estimated fair value of the real properties indirectly held through Belcrest Realty was approximately $441.7 million compared to approximately $501.6 million at December 31, 2005, a decrease of $59.9 million,
or 12%. The decrease in estimated real property values at March 31, 2006 as compared to December 31, 2005 resulted from Belcrest Realtys sale of Bel Santa Ana in January 2006, offset by modest net increases in the estimated values of the
industrial properties held by Allagash. Despite weak market conditions over the past several years, property

17

values have increased as lower near-term property
earnings expectations generally have been offset by lower capitalization and
discount rates applied in valuing the properties.

During the quarter ended March 31, 2006, the Fund
saw net unrealized depreciation of the estimated fair value of its other real
estate investments (which includes Allagash, Bel Santa Ana and certain debt and
common equity investments) of approximately $3.7 million compared to net
unrealized appreciation of approximately $7.1 million during the quarter ended
March 31, 2005. Net unrealized depreciation of approximately $3.7 million during
the quarter ended March 31, 2006 consisted of approximately $6.0 million of
unrealized appreciation in the estimated fair value of the properties of
Allagash and approximately $5.7 million of increases in the value of certain
debt and common equity investments, offset by the reclassification of previously
recorded unrealized appreciation as realized gains in the amount of $15.4
million in connection with the sale of Bel Santa Ana. Net unrealized
appreciation of approximately $7.1 million during the quarter ended March 31,
2005 consisted of unrealized appreciation in the estimated fair value of the
properties of Allagash.During the
quarter ended March 31, 2006, Belcrest Realty acquired interests in additional
Partnership Preference Units (representing acquisitions from real estate
investment affiliates of other investment funds advised by Boston Management)
for a total of approximately $70.6 million. During the quarter ended March 31,
2006, Belcrest Realty also sold certain of its Partnership Preference Units
totaling approximately $24.7 million (representing sales to real estate
investment affiliates of other investment funds advised by Boston Management),
recognizing a net gain of approximately $0.9 million on the
transactions.

At March 31, 2006, the estimated fair value of
Belcrest Realtys Partnership Preference Units totaled approximately $356.7
million compared to approximately $319.1 million at December 31, 2005, a net
increase of $37.6 million or 12%. The net increase in value was principally due
to more Partnership Preference Units held at March 31, 2006 compared to December
31, 2005. In the current environment, estimated fair values for Partnership
Preference Units have been negatively impacted by rising interest rates, offset
in part by tighter credit spreads for credit-sensitive income securities,
including real estate-related securities.

During the quarter ended March 31, 2006, the Fund
saw net unrealized depreciation of the estimated fair value of its Partnership
Preference Units of approximately $9.1 million compared to net unrealized
appreciation of approximately$4.0 million during the quarter ended March 31, 2005. The net unrealized
depreciation of approximately $9.1 million during the quarter ended March 31,
2006 consisted of approximately $8.2 million of unrealized depreciation as a
result of decreases in the per unit values of Partnership Preference Units held
by Belcrest Realty at March 31, 2006, and approximately $0.9 million of
unrealized depreciation resulting from the reclassification of previously
recorded unrealized appreciation to realized gains due to the sales of
Partnership Preference Units during the quarter ended March 31, 2006. The net
unrealized appreciation of approximately $4.0 during the quarter ended March 31,
2005 consisted of approximately $3.3 million of unrealized appreciation as a
result of increases in the per unit values of Partnership Preference Units held
by Belcrest Realty at March 31, 2005, and approximately $0.7 million of
unrealized appreciation resulting from the recharacterization of previously
recorded unrealized depreciation to realized losses due to the sales of
Partnership Preference Units during the quarter ended March 31, 2005.

Distributions from Partnership Preference Units for
the quarter ended March 31, 2006 totaled approximately $6.2 million compared to
approximately $7.2 million for the quarter ended March 31, 2005, a decrease of
$1.0 million or 14%. The decrease was principally due to fewer Partnership
Preference Units held on average during the quarter. For the quarter ended March
31, 2005, the decrease was due to fewer Partnership Preference Units held on
average, as well as to lower average distribution rates for the Partnership
Preference Units held.

Performance of Interest Rate Swap Agreements.For the quarter ended March 31, 2006, net realized
and unrealized gains on the Funds interest rate swap agreements totaled
approximately $6.3 million, compared to approximately $5.8 million of net
realized and unrealized gains for the quarter ended March 31, 2005. Net realized
and unrealized gains on swap agreements for the quarter ended March 31, 2006
consisted of $6.0 million of net unrealized gains due to changes in swap
agreement valuations and $0.3 million of periodic payments received pursuant to
outstanding swap agreements (and classified as net realized gains on interest
rate swap agreements in the Funds consolidated financial statements). For the
quarter ended March 31, 2005, the Fund had net unrealized gains of $8.5 million
due to swap agreement valuation changes, offset by $2.7 million of swap
agreement periodic payments made. The positive impact on Fund performance for
the quarters ended March 31, 2006 and 2005 from changes in swap agreement
valuations was attributable to increases in swap rates during the
periods.

18



|Liquidity and Capital
      Resources.
|--------------------------------------

Outstanding Borrowings.The Fund has entered into credit arrangements with DrKW Holdings, Inc.
and Merrill Lynch Mortgage Capital, Inc. (collectively, the Credit Facility)
primarily to finance the Funds real estate investments and will continue to use
the Credit Facility for such purpose in the future. The Credit Facility may also
be used for other purposes, including any liquidity needs of the Fund. In the
future, the Fund may increase the size of the Credit Facility (subject to lender
consent) and the amount of outstanding borrowings thereunder. As of March 31,
2006, the Fund had outstanding borrowings of $670.0 million and unused loan
commitments of $103.0 million under the Credit Facility.

The Fund has entered into interest rate swap
agreements with respect to a substantial portion of its real estate investments
and associated borrowings. Pursuant to these agreements, the Fund makes periodic
payments to the counterparty at predetermined fixed rates in exchange for
floating-rate payments that fluctuate with one-month LIBOR. During the terms of
the outstanding interest rate swap agreements, changes in the underlying values
of the agreements are recorded as unrealized appreciation or depreciation. As of
March 31, 2006, the accumulated unrealized appreciation related to the interest
rate swap agreements was approximately $21.9 million. As of December 31, 2005,
the accumulated unrealized appreciation related to the interest rate swap
agreements was approximately $15.8 million.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk.

Interest Rate 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 Credit Facility and by fixed-rate secured mortgage debt obligations of
Allagash. Partnership Preference Units are fixed rate instruments whose values
will generally decrease when interest rates rise and increase when interest
rates fall. The interest rates on borrowings under the Credit Facility are reset
at regular intervals based on one-month LIBOR. The Fund has entered into
interest rate swap agreements to fix the cost of a substantial portion of its
borrowings under the Credit Facility used to acquire equity in real estate
investments and to mitigate in part 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 one-month LIBOR. The Funds interest rate swap
agreements will generally increase in value when interest rates rise and
decrease in value when interest rates fall. 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 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 and Note 5 to the Funds unaudited condensed
consolidated financial statements in Item 1 above.

19



|Interest Rate SensitivityCost, Principal
      (Notional) Amountby Contractual Maturity and Callable Datefor the
      Twelve Months Ended March 31,*
|-----------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             | Estimated   
       Fair Value as     of March
      31,     2006
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ---- | ----------- | ---- | ----------- | ---- |  | ------------ |  | ------------ | ----------- | ------------ | ----------- | -----------------------------------------------------------------
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  | 2007 |  | 2008 |             | 2009 |             | 2010 |  | 2011         |  | Thereafter   |             | Total        |            
|                                                                                                                                                                   
|Rate sensitive liabilities:                                                                                                                                         |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Long-term debt:                                                                                                                                                     |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Fixed-rate mortgages                                                                                                                                                |  |      |  |      |             |      |             |      |  |              |  | $307,000,000 |             | $307,000,000 |             | $303,400,000                                                     
|Average interest rate                                                                                                                                               |  |      |  |      |             |      |             |      |  |              |  | 5.44%        |             | 5.44%        |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Variable-rate Credit                                                                                                                                                |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Facility                                                                                                                                                            |  |      |  |      |             |      |             |      |  | $670,000,000 |  |              |             | $670,000,000 |             | $670,000,000                                                     
|Average interest rate                                                                                                                                               |  |      |  |      |             |      |             |      |  | 5.13%        |  |              |             | 5.13%        |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Rate sensitive derivative                                                                                                                                           |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|financial instruments:                                                                                                                                              |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Pay fixed/receive                                                                                                                                                   |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|variable interest rate                                                                                                                                              |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|swap agreements(1)                                                                                                                                                  |  |      |  |      |             |      |             |      |  | $623,855,000 |  | $3,870,000   |             | $627,725,000 |             | $21,859,456                                                      
|Average pay rate                                                                                                                                                    |  |      |  |      |             |      |             |      |  | 4.67%        |  | 6.29%        |             | 4.68%        |             |                                                                  
|Average receive rate                                                                                                                                                |  |      |  |      |             |      |             |      |  | 5.13%        |  | 5.13%        |             | 5.13%        |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Rate sensitive                                                                                                                                                      |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|investments:                                                                                                                                                        |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Fixed-rate Partnership                                                                                                                                              |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Preference Units:                                                                                                                                                   |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|Camden Operating,  L.P., 7% Series
      B  Cumulative  Redeemable Perpetual  Preferred
      Units,  Callable 12/2/08,  Current Yield: 7.35%                       |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      | $28,197,003 |      |             |      |  |              |  |              | $28,197,003 |              | $26,894,000
|Colonial Realty Limited  Partnership,
      7.25%  Series B Cumulative  Redeemable Perpetual 
      Preferred Units,  Callable 8/24/09,  Current Yield:
      7.48% |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      | $20,430,833 |      |  |              |  |              | $20,430,833 |              | $19,868,600
|Essex Portfolio, L.P.,  7.875% Series
      B  Cumulative  Redeemable Preferred 
      Units,  Callable 12/31/09,  Current Yield:
      7.83%                       |  |      |  |      |             |      |             |      |  |              |  |              |             |              |             |                                                                  
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      |             |      |  |              |  |              |             |              |            
|                                                                                                                                                                    |  |      |  |      |             |      | $29,226,328 |      |  |              |  |              | $29,226,328 |              | $28,903,353

20

|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             | Estimated 
         Fair Value as     of March 31, 
                 2006
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ---- |  | ---- |  | ---- | ----------- | ---- | ----------- | ---- |  | ---------- | ----------- | ----- | ----------- | -------------------------------------------------------------------------
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             | 2007 |  | 2008 |  | 2009 |             | 2010 |             | 2011 |  | Thereafter |             | Total |            
|                                                                                                                                                                     
|Essex Portfolio, L.P.,  7.875% Series
      D  Cumulative  Redeemable Preferred 
      Units,  Callable 7/28/10,  Current Yield:
      7.77%                          |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      | $12,913,850 |      |  |            | $12,913,850 |       | $12,666,650
|Liberty Property  Limited
      Partnership,  7.45% Series B  Cumulative 
      Redeemable Preferred  Units,  Callable
      8/31/09,  Current Yield: 7.41%           |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      | $32,250,000 |      |             |      |  |            | $32,250,000 |       | $32,404,800
|MHC Operating  Limited
      Partnership,  8.0625% Series D  Cumulative 
      Redeemable Perpetual  Preference Units,  Callable
      3/24/10,  Current Yield: 8.14% |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      | $55,000,000 |      |             |      |  |            | $55,000,000 |       | $54,494,000
|MHC Operating  Limited
      Partnership,  7.95% Series F  Cumulative 
      Redeemable Perpetual  Preference Units,  Callable
      6/30/10,  Current Yield: 8.09%   |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      | $17,500,000 |      |  |            | $17,500,000 |       | $17,206,000
|National Golf Operating  Partnership,
      L.P., 11%  Series A Cumulative  Redeemable
      Preferred  Units, Callable 2/6/03,  Current Yield:
      10.43%          |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      | $27,877,518 |      |  |      |  |      |             |      |             |      |  |            | $27,877,518 |       | $33,276,864
|National Golf Operating  Partnership,
      L.P., 11%  Series B Cumulative  Redeemable
      Preferred  Units, Callable 2/6/03,  Current Yield:
      10.43%          |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      | $29,833,200 |      |  |      |  |      |             |      |             |      |  |            | $29,833,200 |       | $31,632,000
|PSA Institutional  Partners, L.P.,
      6.4%  Series NN Cumulative  Redeemable Perpetual 
      Preferred Units,  Callable 3/17/10,  Current Yield:
      6.86%      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |             |                                                                          
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      |             |      |             |      |  |            |             |       |            
|                                                                                                                                                                      |             |      |  |      |  |      | $48,488,320 |      |             |      |  |            | $48,488,320 |       | $45,337,950
|                                                                                                                                                                      |             |      |  |      |  |      |             | 21   |             |      |  |            |             |       |             |                                                                          

|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |             | Estimated   
       Fair Value as     of March
      31,     2006
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | ---- |  | ---- | ----------- | ---- |  | ---------- | ----------- | ---------- | ----------- | -----------------------------------------------------------------
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|2007                                                                                                                                            |  | 2008 |             | 2009 |  | 2010 |             | 2011 |  | Thereafter |             | Total      |            
|                                                                                                                                               
|Vornado Realty, L.P.,  7% Series
      D-10  Cumulative  Redeemable Preferred 
      Units,  Callable 11/17/08,  Current Yield:
      7.15%(2)  |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      | $19,430,273 |      |  |      |             |      |  |            | $19,430,273 |            | $19,577,272
|Vornado Realty, L.P.,  6.75% Series
      D-14  Cumulative  Redeemable Preferred 
      Units,  Callable 9/9/10,  Current Yield:
      6.86%(3) |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |            
|                                                                                                                                                |  |      |             |      |  |      | $34,509,218 |      |  |            | $34,509,218 |            | $34,444,260
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|Note Receivable:                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|                                                                                                                                                |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|Fixed-rate note                                                                                                                                 |  |      |             |      |  |      |             |      |  |            |             |            |             |                                                                  
|receivable, 8%                                                                                                                                  |  |      |             |      |  |      |             |      |  | $3,352,436 |             | $3,352,436 |             | $4,272,523                                                       
|* The amounts listed reflect the
      Funds positions as of March 31, 2006. The Funds current positions may
      differ.                    |  |     

|(1) | The interest rate swap agreement with a notional amount
      of $3,870,000 has an effective date of June 25, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------
|   
|(2) | Belcrest Realtys interest in these Partnership
      Preference Units is held through Bel Holdings LLC.           
|   
|(3) | Belcrest Realtys interest in these Partnership
      Preference Units is held through Belvorn Holdings LLC.       
|   



| | Item 4. Controls and
Procedures.
| | --------------------------------

Fund Governance.As the Funds manager, the complete
and entire management, control and operation of the Fund are vested in Eaton
Vance. The Funds Chief Executive Officer and Chief Financial Officer intend to
report to the Board of Directors of Eaton Vance, Inc. (the sole trustee of 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.

Disclosure Controls and Procedures.Eaton Vance, as
the Funds manager, evaluated the effectiveness of the Funds disclosure
controls and procedures (as defined by Rule 13a-15(e) of the 1934 Act) as of the
end of the period covered by this report, with the participation of the Funds
Chief Executive Officer and Chief Financial Officer. The Funds disclosure
controls and procedures are the controls and other procedures that the Fund
designed to ensure that it records, processes, summarizes and reports in a
timely manner the information that the Fund must disclose in reports that it
files or submits to the Securities and Exchange Commission. Based on that
evaluation, the Funds Chief Executive Officer and Chief Financial Officer
concluded that, as of March 31, 2006, the Funds disclosure controls and
procedures were effective.

Internal Control Over Financial Reporting.There
were no changes in the Funds internal control over financial reporting that
occurred during the quarter ended March 31, 2006 that have materially affected
or are reasonably likely to materially affect the Funds internal control over
financial reporting.

22



|PART II. OTHER INFORMATIONItem 1. Legal
Proceedings.
|----------------------------------------------------

Although in the ordinary course of business, the
Fund and its directly and indirectly controlled subsidiaries may become involved
in legal proceedings, the Fund is not aware of any material pending legal
proceedings to which they are subject.



|Item 1A. Risk
  Factors.
|------------------------

There have been no material changes from risk
factors as previously disclosed in the Funds Form 10-K for the year ended
December 31, 2005 in response to Item 1A to Part 1 of Form 10-K.

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

As described in the Funds Annual Report on Form
10-K for the year ended December 31, 2005, shares of the Fund may be redeemed by
Fund shareholders on any business day. Redemptions are met at the net asset
value per share of the Fund. The right to redeem is available to all
shareholders and all outstanding Fund shares are eligible for redemption. During
each month in the quarter ended March 31, 2006, the total number of shares
redeemed and the average price paid per share were as follows:

Total No. of Shares
    
    Average Price PaidMonth Ended
    
    Redeemed(1)
    
    Per ShareJanuary 31, 2006
    
    247,713.183
    
    $119.57February 28, 2006
    
    236,557.091
    
    $118.47March 31, 2006
    
    268,496.817
    
    $120.14Total
    
    752,767.091
    
    $119.57


|(1) | All shares redeemed during the periods were
      redeemed at the option of shareholders pursuant to the Funds redemption
      policy. The Fund has not announced any plans or programs to repurchase
      shares other than at the option of shareholders.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

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 quarter ended March 31, 2006.

Item 5. Other Information.

None.

Item 6. Exhibits.

(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.
|--- | --------------------------------

23



|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 thereunto duly authorized officer on
May 10, 2006.



|BELCRESTCAPITAL FUND LLC
|------------------------



| | /s/ Michelle A. GreenMichelle A. GreenChief Financial
      Officer(Duly Authorized Officer
      andPrincipal Financial
  Officer)
| | -----------------------------------------------------------------------------------------------------------------------------------

24



|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
|    

25