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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2001
                          Commission File No. 000-30509
                                              ---------


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


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


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


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


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




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. YES  X  NO
                                       ---    ---


                                  Page 1 of 26
<PAGE>
                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION

                                                                            Page

Item 1.        Condensed Consolidated Financial Statements

               Condensed Consolidated Statements of Assets
               and Liabilities as of September 30, 2001
               (Unaudited) and December 31, 2000                               3

               Condensed  Consolidated  Statements of
               Operations (Unaudited) for the Three  Months Ended
               September  30, 2001 and 2000 and for the Nine Months
               Ended September 30, 2001 and 2000                               4

               Condensed  Consolidated  Statements  of  Changes
               in  Net  Assets (Unaudited) for the Nine Months
               Ended September 30, 2001 and 2000                               6


               Condensed  Consolidated  Statements of Cash Flows
               (Unaudited) for the Nine Months Ended
               September 30, 2001 and 2000                                     7

               Notes  to  Condensed  Consolidated  Financial
               Statements  as  of September 30, 2001 (Unaudited)               9


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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk     19

PART II - OTHER INFORMATION

Item 1.        Legal Proceedings                                              24

Item 2.        Changes in Securities and Use of Proceeds                      24

Item 3.        Defaults Upon Senior Securities                                24

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

Item 5.        Other Information                                              24

Item 6.        Exhibits and Reports                                           24


SIGNATURES                                                                    25


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

 BELCREST CAPITAL FUND LLC
 Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                September 30,
                                                                                     2001             December 31,
                                                                                 (Unaudited)              2000
                                                                             --------------------  -------------------
<S>                                                                               <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                          $3,157,064,666       $3,955,678,939
     Investment in real estate Partnership Preference Units                          660,670,661          688,626,007
     Investment in other real estate                                               1,194,225,296          879,987,063
     Short-term investments                                                            5,010,048           27,890,159
                                                                             --------------------  -------------------
             Total investments                                                    $5,016,970,671       $5,552,182,168
     Cash                                                                             13,215,617           10,419,784
     Cash - security deposits                                                          1,385,664              970,626
     Dividends receivable                                                                      -           12,288,687
     Escrow deposits - restricted                                                     19,070,532           12,078,851
     Prepaid and deferred expenses                                                       275,938            6,210,987
     Accounts receivable and other assets                                              1,398,649            2,982,937
     Swap interest receivable                                                                  -              369,857
                                                                             --------------------  -------------------
             Total assets                                                         $5,052,317,071       $5,597,503,897
                                                                             --------------------  -------------------
 Liabilities:
    Loan payable                                                                  $1,047,850,000       $1,006,250,000
    Mortgage payable, net of unamortized debt issuance costs                         862,300,776          648,625,391
    Open interest rate swap contracts, at value                                       62,737,162           12,829,857
    Security deposits                                                                  3,241,205            2,698,676
    Payable for Fund Shares redeemed                                                     343,642                    -
    Swap interest payable                                                              2,941,178                    -
    Accrued expenses:
        Interest expense                                                              10,904,243           14,713,521
        Accrued property taxes                                                        10,502,418            8,062,588
        Other accrued expenses                                                         6,933,863            4,349,200
    Other liabilities                                                                    940,344            2,823,496
    Minority interest in controlled subsidiaries                                      91,434,175           90,050,037
                                                                             --------------------  -------------------
             Total liabilities                                                    $2,100,129,006       $1,790,402,766
                                                                             --------------------  -------------------
 Net assets                                                                       $2,952,188,065       $3,807,101,131
                                                                             --------------------  -------------------

 Shareholders' Capital                                                       --------------------  -------------------
     Shareholders' capital                                                        $2,952,188,065       $3,807,101,131
                                                                             --------------------  -------------------
Shares Outstanding                                                                    30,737,934           31,646,617
                                                                             --------------------  -------------------
Net Asset Value and Redemption Price Per Share                                            $96.04              $120.30
                                                                             --------------------  -------------------
</TABLE>


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

<TABLE>
                                                           Three Months      Three Months        Nine Months       Nine Months
                                                               Ended             Ended              Ended              Ended
                                                          September 30,      September 30,      September 30,     September 30,
                                                               2001              2000               2001               2000
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                           <C>               <C>                <C>               <C>
 Investment Income:
     Dividends allocated from Belvedere Capital
        (net of foreign taxes of $82,385, $49,520,            $ 9,064,457       $  8,500,554       $ 26,399,752      $ 26,664,593
         $195,786 and $213,808, respectively)
     Interest allocated from Belvedere Capital                    567,236          3,498,253          2,596,274         7,347,860
     Expenses allocated from Belvedere Capital                 (5,155,659)        (6,296,448)       (16,262,030)      (18,632,704)
                                                         ----------------- ------------------ ------------------ -----------------
     Net investment income allocated from
         Belvedere Capital                                    $ 4,476,034       $  5,702,359       $ 12,733,996      $ 15,379,749
     Dividends from Partnership Preference Units               17,523,861          5,211,617         40,262,292        48,196,390
     Rental income                                             44,335,109         27,778,822        124,603,977        53,631,381
     Interest                                                     278,927            191,237          1,032,992           706,173
                                                         ----------------- ------------------ ------------------ -----------------
             Total investment income                          $66,613,931       $ 38,884,035       $178,633,257      $117,913,693
                                                         ----------------- ------------------ ------------------ -----------------
 Expenses:
    Investment advisory and administrative fees               $ 3,579,227       $  3,516,720       $ 10,721,817      $ 10,173,462
    Property management fees                                    1,744,999          1,052,265          4,879,015         2,027,534
    Distribution and servicing fees                             1,137,895          1,442,746          3,721,486         4,302,055
    Interest expense on credit facility                        11,628,667         18,070,651         42,675,481        55,221,789
    Interest expense on mortgages                              16,840,811         17,297,117         47,395,534        33,960,466
    Interest expense (income) on swap contracts                 6,368,314           (961,331)        11,348,093           961,216
    Property taxes and insurance                                4,953,156          2,878,678         13,576,838         5,579,871
    Property and maintenance                                   13,974,632          8,973,931         38,133,679        16,973,293
    Legal and accounting services                                 280,769            341,576            928,687           973,212
    Organizational costs                                           94,521                  -            462,172           150,496
    Custodian and transfer agent fees                              19,345             20,420             64,144            71,479
    Amortization of deferred expenses                                   -             33,290                  -            62,409
    Printing and postage                                            3,440              3,478              7,744             8,736
    Miscellaneous                                                 189,152            270,328          1,193,367           530,788
                                                         ----------------- ------------------ ------------------ -----------------
            Total expenses                                    $60,814,928       $ 52,939,869       $175,108,057      $130,996,806
    Deduct:
            Reduction of investment advisory and
                administrative fees                              (809,186)        (1,010,375)        (2,585,527)       (2,982,078)
                                                         ----------------- ------------------ ------------------ -----------------
            Net expenses                                      $60,005,742       $ 51,929,494       $172,522,530      $128,014,728
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss) before minority
   interests in net (income) loss of
      controlled subsidiaries                                 $ 6,608,189       $(13,045,459)      $  6,110,727      $(10,101,035)
Minority interests in net (income) loss
    of controlled subsidiaries                                   (286,326)           903,798         (2,815,527)        2,027,549
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss)                                  $ 6,321,863       $(12,141,661)      $  3,295,200      $ (8,073,486)
                                                         ----------------- ------------------ ------------------ -----------------
</TABLE>


                                       4
<PAGE>
Condensed Consolidated Statements of
    Operations (Unaudited) (Continued)

<TABLE>
                                                           Three Months      Three Months        Nine Months       Nine Months
                                                               Ended             Ended              Ended              Ended
                                                          September 30,      September 30,      September 30,     September 30,
                                                               2001              2000               2001               2000
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                        <C>                 <C>              <C>                 <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
     Investment transactions from Belvedere
            Capital  (identified cost basis)               $ (42,065,190)      $(32,583,581)     $ (44,404,461)      $ 58,180,407
     Investment transactions in Partnership
            Preference Units (identified cost basis)           3,068,006         (8,832,131)         3,068,006        (61,969,027)
     Termination of interest rate swap contracts                       -          3,174,000                  -          6,372,900
                                                         ----------------- ------------------ ------------------ -----------------
            Net realized gain (loss)                       $ (38,997,184)      $(38,241,712)     $ (41,336,455)      $  2,584,280
                                                         ----------------- ------------------ ------------------ -----------------
       Change in unrealized appreciation(depreciation)-
     Investment in Belvedere Capital
           (identified cost basis)                         $(465,250,043)      $ 81,973,064      $(724,608,864)      $194,102,030
     Investments in Partnership Preference Units
           (identified cost basis)                           (19,678,834)        80,102,146         49,916,648        116,558,681
     Investment in other real estate                           6,996,356                  -         11,685,509                  -
     Interest rate swap contracts                            (38,377,516)       (21,411,283)       (49,907,305)       (17,563,912)
                                                         ----------------- ------------------ ------------------ -----------------
            Net change in unrealized
            appreciation (depreciation)                    $(516,310,037)      $140,663,927      $(712,914,012)      $293,096,799
                                                         ----------------- ------------------ ------------------ -----------------

 Net realized and unrealized gain (loss)                   $(555,307,221)      $102,422,215      $(754,250,467)      $295,681,079
                                                         ----------------- ------------------ ------------------ -----------------
 Net increase (decrease) in net assets from
     operations                                            $(548,985,358)      $ 90,280,554      $(750,955,267)      $287,607,593
                                                         ================= ================== ================== =================
</TABLE>



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

<TABLE>
                                                                              Nine Months         Nine Months
                                                                                 Ended               Ended
                                                                             September 30,       September 30,
                                                                                 2001                2000
                                                                          -------------------  ------------------
<S>                                                                          <C>                  <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                            $    3,295,200       $   (8,073,486)
     Net realized gain (loss) from investment transactions                      (41,336,455)           2,584,280
     Net change in unrealized appreciation (depreciation)
              of investments                                                   (712,914,012)         293,096,799
                                                                          -------------------  ------------------
 Net increase (decrease) in net assets from
     operations                                                              $ (750,955,267)      $  287,607,593
                                                                          -------------------  ------------------

 Transactions in Fund Shares -
     Net asset value of Fund Shares redeemed                                 $ (101,624,721)      $ (143,869,717)
                                                                          -------------------  ------------------
 Net decrease in net assets from Fund Share transactions                     $ (101,624,721)      $ (143,869,717)
                                                                          -------------------  ------------------

 Distributions to Shareholders -
    Special distributions to Fund Shareholders                               $            -       $   (4,427,990)
    Minority shareholders of controlled subsidiaries                             (2,333,078)                   -
                                                                          -------------------  ------------------
 Total distributions to Shareholders                                         $   (2,333,078)      $   (4,427,990)
                                                                          -------------------  ------------------

 Net increase (decrease) in net assets                                       $ (854,913,066)      $  139,309,886

 Net assets:
    Beginning of period                                                      $3,807,101,131       $3,920,612,531
                                                                          -------------------  ------------------
    End of period                                                            $2,952,188,065       $4,059,922,417
                                                                          ===================  ==================
</TABLE>


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

<TABLE>
                                                                                      Nine Months         Nine Months
                                                                                         Ended               Ended
                                                                                     September 30,       September 30,
                                                                                         2001                2000
                                                                                   ------------------  ------------------
<S>                                                                                    <C>                <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                           $  3,295,200       $ (8,073,486)
Adjustments to reconcile net investment income (loss) to net
    cash flows from (for) operating activities -
       Amortization of debt issuance costs                                                  672,974            461,505
       Amortization of deferred expenses                                                          -             62,409
       Net investment income allocated from Belvedere Capital                           (12,733,996)       (15,379,749)
       Decrease in dividends receivable                                                  12,288,687          1,503,195
       Increase in deferred expenses                                                              -         (3,749,328)
       Decrease in prepaid expenses                                                       1,267,484          1,016,155
       Increase in interest payable for open swap contracts                               3,311,035                  -
       Decrease in interest receivable for open swap contracts                                    -              6,088
       Increase in escrow deposits                                                       (4,807,983)        (3,848,836)
       Increase in security deposits                                                       (415,038)                  -
       (Increase) decrease in accounts receivable and other assets                        1,584,288            (314,461)
       Improvements to property                                                          (7,814,097)         (2,275,347)
       Increase in accrued property taxes                                                 1,516,599           5,177,780
       Decrease in accrued interest, operating expenses
             and other liabilities                                                       (4,224,552)            (48,295)
       Purchases of Partnership Preference Units                                                  -        (113,469,200)
       Payments for investments in other real property                                  (75,156,301)       (106,592,527)
       Sales of Partnership Preference Units                                             80,940,000         362,628,878
       Proceeds from terminated interest rate swap contracts                                      -           6,372,900
       Net (increase) decrease in investment in Belvedere Capital                       (53,700,085)         55,227,064
       Decrease in short-term investments                                                22,880,111                   -
       Minority interests in net income (loss) of controlled subsidiaries                 2,815,527          (2,027,549)
                                                                                   ------------------  ------------------
Net cash flows from (for) operating activities                                         $(28,280,147)      $ 176,677,196
Cash Flows From (For) Financing Activities -
       Proceeds from/(payment of) Credit Facility                                      $ 41,600,000       $(135,750,000)
       Return of capital to minority shareholders                                          (401,447)                  -
       Payment of mortgage                                                               (2,803,391)         (1,636,377)
       Payment of distributions                                                          (2,333,078)         (2,934,666)
       Capital contribution to controlled subsidiaries                                      216,000           1,031,890
       Payments for Fund Shares redeemed                                                 (5,202,104)        (26,859,838)
                                                                                   ------------------  ------------------
Net cash flows from (for) financing activities                                         $ 31,075,980       $(166,148,991)

Net increase in cash                                                                     $2,795,833       $  10,528,205

Cash at beginning of period                                                            $ 10,419,784       $   5,028,304
                                                                                   ------------------  ------------------
Cash at end of period                                                                  $ 13,215,617       $  15,556,509
                                                                                   ==================  ==================
</TABLE>


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

<TABLE>
<S>                                                                                    <C>                  <C>
Supplemental Disclosure and Non-cash Investing and Financing Activities-
       Change in unrealized appreciation (depreciation) of investments and
            open swap contracts                                                        $(712,914,012)       $293,096,799
       Interest paid for Credit Facility                                               $  47,516,781        $ 58,179,501
       Interest paid for mortgages                                                     $  45,616,385        $ 17,487,630
       Interest paid for swap contracts                                                $   8,037,058        $    955,128
       Market value of securities distributed in payment of redemptions                $  96,078,975        $119,489,515
       Market value real property and other assets, net of current
       liabilities,                                                                    $ 312,541,047        $659,900,672
          contributed
       Mortgages assumed in conjunction with acquisitions of real property             $ 217,307,500        $537,744,135
</TABLE>


                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of September 30, 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 Organization

Belcrest  Capital  Fund  LLC  (Belcrest  Capital)  is  a  Massachusetts  limited
liability  company  established  to  offer   diversification  and  tax-sensitive
investment  management to persons  holding large and  concentrated  positions in
equity  securities  of  selected   publicly-traded   companies.  The  investment
objective of Belcrest  Capital is to achieve  long-term,  after-tax  returns for
Shareholders.  Belcrest  Capital  pursues this objective  primarily by investing
indirectly in  Tax-Managed  Growth  Portfolio  (the  Portfolio),  a diversified,
open-end  management  investment company registered under the Investment Company
Act of 1940, as amended. The Portfolio is organized as a trust under the laws of
the  State  of New  York.  Belcrest  Capital  maintains  its  investment  in the
Portfolio  by  investing  in  Belvedere  Capital  Fund  Company  LLC  (Belvedere
Capital),  a separate  Massachusetts  limited  liability  company  that  invests
exclusively in the Portfolio.  The performance of Belcrest Capital and Belvedere
Capital  is  directly  and  substantially  affected  by the  performance  of the
Portfolio.  Separate  from its  investment in the  Portfolio  through  Belvedere
Capital,   Belcrest   Capital   invests   in  real   estate   assets   including
income-producing   preferred   equity   interests   in  real  estate   operating
partnerships (Partnership Preference Units) affiliated with publicly-traded real
estate  investment  trusts  (REITs),   interests  in  controlled  real  property
subsidiaries and interests in properties subject to long-term triple net leases.

During the nine months ended  September 30, 2001,  Belcrest  Realty  Corporation
(BRC)  purchased  a  majority   interest  in  Monadnock   Property  Trust,   LLC
(Monadnock).  Monadnock owns twelve multi-family  residential properties located
in  eight  states  (Texas,  Arizona,  Georgia,  North  Carolina,  Oregon,  Utah,
Tennessee  and  Florida).  BRC  owns  Class A units of  Monadnock,  representing
approximately 75% of equity interests in Monadnock,  and a minority  shareholder
owns  Class B units,  representing  approximately  25% of  equity  interests  in
Monadnock. The equity interest of the Monadnock minority shareholder is recorded
as a minority interest on the Consolidated  Statement of Assets and Liabilities.
The primary  distinction  between the two classes of shares is the  distribution
priority and voting rights.  BRC has priority in  distributions  and has greater
voting rights than the holder of Class B units.

The accompanying condensed consolidated financial statements of Belcrest Capital
include the  accounts of BRC, Bel Santa Ana LLC (BSA),  Bel Alliance  Properties
LLC  (Bel  Alliance),  Bel  Apartment  Properties  Trust  (Bel  Apartment),  Bel
Communities Properties Trust (Bel Communities) and Monadnock (collectively,  the
Fund). All material intercompany accounts and transactions have been eliminated.


2 Interim Financial Statements

The condensed  consolidated interim financial statements of Belcrest Capital and
subsidiaries  as of September  30, 2001 and  September 30, 2000 and for the nine
months ended September 30, 2001 and September 30, 2000 have been prepared by the
Fund, without audit, pursuant to the rules and regulations of the Securities and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in annual financial  statements  prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or  omitted  as  permitted  by  such  rules  and   regulations.   All
adjustments,  consisting of normal  recurring  adjustments,  have been included.
Management  believes  that the  disclosures  are adequate to present  fairly the


                                       9
<PAGE>
financial  position,  results of operations  and cash flows at the dates and for
the periods presented.  It is suggested that these interim financial  statements
be read in  conjunction  with the  financial  statements  and the notes  thereto
included in the Fund's latest  annual  report on Form 10-K.  Results for interim
periods are not  necessarily  indicative  of those to be  expected  for the full
fiscal year.

Reclassifications  have been made to the prior period's financial  statements to
conform to the current period's presentation.


3 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
nine months ended September 30, 2001 aggregated  $160,782,329 and  $203,117,273,
respectively,  and for the nine  months  ended  September  30,  2000  aggregated
$86,130,626 and  $248,206,205,  respectively.  Purchase and sales of Partnership
Preference  Units  aggregated  $0 and  $80,940,000  for the  nine  months  ended
September 30, 2001 and  $113,469,200  and $362,628,878 for the nine months ended
September 30, 2000. For the nine months ended  September 30, 2001,  acquisitions
of  other  real  property  aggregated  $75,156,301.  For the nine  months  ended
September 30, 2000, acquisitions of other real property aggregated $106,592,527.

Subsequent  to September  30, 2001,  the Fund sold its interest in Monadnock and
purchased a controlling  interest in another real property  subsidiary at prices
that approximated fair value at the date of the transactions.

Purchases and sales of Partnership  Preference Units and other real property for
the nine months  ended  September  30, 2001 and 2000,  and  subsequent  thereto,
include  amounts  purchased  and sold to other  funds  sponsored  by Eaton Vance
Management (EVM).


4 Indirect Investment in Portfolio

Belvedere  Capital's  interest  in the  Portfolio  at  September  30,  2001  was
$8,914,385,448 representing 55.5% of the Portfolio's net assets and at September
30, 2000 was  $9,826,270,245  representing  53.8% of the Portfolio's net assets.
The  Fund's   investment  in  Belvedere   Capital  at  September  30,  2001  was
$3,157,064,666  representing  35.4% of  Belvedere  Capital's  net  assets and at
September 30, 2000 was $4,186,403,622, representing 42.6% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the nine months  ended  September  30, 2001  totaled  $77,460,677,  of which
$28,996,026 was allocated to the Fund.  Investment income allocated to Belvedere
Capital from the Portfolio for the nine months ended  September 30, 2000 totaled
$70,963,408,  of which $34,012,453 was allocated to the Fund. Expenses allocated
to Belvedere  Capital from the Portfolio for the nine months ended September 30,
2001  totaled  $32,264,414,  of which  $12,085,263  was  allocated  to the Fund.
Expenses  allocated to Belvedere  Capital from the Portfolio for the nine months
ended September 30, 2000 totaled $28,888,244, of which $13,870,896 was allocated
to the Fund.  Belvedere  Capital  allocated  additional  expenses to the Fund of
$4,176,767 for the nine months ended September 30, 2001, representing $98,523 of
operating  expenses and $4,078,244 of service fees.  Belvedere Capital allocated


                                       10
<PAGE>
additional  expenses  to the  Fund of  $4,761,808  for  the  nine  months  ended
September 30, 2000,  representing  $133,165 of operating expenses and $4,628,643
of service fees (Note 8).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at September
30, 2001,  December 31, 2000 and September 30, 2000 and its  operations  for the
nine months ended  September 30, 2001,  the year ended December 31, 2000 and the
nine months ended September 30, 2000 follows:


<TABLE>
                                       September 30,          December 31,           September 30,
                                           2001                   2000                    2000
                                    -------------------- ------------------------ ---------------------
<S>                                     <C>                      <C>                   <C>
Investments, at value                   $15,879,363,685          $18,318,105,043       $18,195,602,562
Other assets                                247,862,763              251,324,504           279,625,633
----------------------------------- -------------------- ------------------------ ---------------------

Total Assets                            $16,127,226,448          $18,569,429,547       $18,475,228,195
Total Liabilities                            63,436,483              184,360,662           215,812,049
----------------------------------- -------------------- ------------------------ ---------------------

Net Assets                              $16,063,789,965          $18,385,068,885       $18,259,416,146
=================================== ==================== ======================== =====================
Dividends and interest                  $   141,895,798          $   189,740,537       $   135,806,873
----------------------------------- -------------------- ------------------------ ---------------------

Investment adviser fee                  $    57,512,662          $    73,317,616       $    53,698,628
Other expenses                                1,602,705                2,500,093             1,603,375

----------------------------------- -------------------- ------------------------ ---------------------
Total Expenses                          $    59,115,367          $    75,817,709       $    55,302,003
----------------------------------- -------------------- ------------------------ ---------------------

Net investment income                   $    82,780,431          $   113,922,828       $    80,504,870
Net realized gains (losses)                (226,406,730)             196,962,539           203,183,788
Net change in unrealized
   gains (losses)                        (3,614,091,583)             141,360,943           787,635,595

----------------------------------- -------------------- ------------------------ ---------------------
Net increase (decrease) in
    net assets from operations          $(3,757,717,882)         $   452,246,310       $ 1,071,324,253
----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

5 Rental Property

At September  30, 2001 and December 31,  2000,  the average  occupancy  rate and
number of residential units of real property held by the Fund is as follows:

<TABLE>
                                                Average                 Average
                                             Occupancy Rate         Occupency Rate
                   Number of Units         September 30, 2001      December 31, 2000
                   ---------------         ------------------      -----------------
<S>                   <C>                        <C>                       <C>
Bel Alliance          13,833                     93%                       93%
Bel Apartment          2,530                     95%                       95%
Bel Communities        2,624                     95%                       96%
Monadnock              4,614                     96%                        -
</TABLE>

The real property held by BSA, consisting of two suburban office buildings,  was
100% occupied at September 30, 2001 and December 31, 2000.


                                       11
<PAGE>
The fair value of real property owned by the Fund through BSA, Bel Alliance, Bel
Apartment,  Bel  Communities and Monadnock at September 30, 2001 and at December
31, 2000, is as follows:

                                            September 30,          December 31,
                                                 2001                  2000
                                                 ----                  ----
Land                                        $ 211,276,783          $160,169,027
Buildings, improvements and other assets      982,948,513           719,818,036
                                          -------------------- ----------------
Fair value                                 $1,194,225,296          $879,987,063
                                          -------------------- ----------------


6 Cancelable Interest Rate Swap Agreements

The Fund has entered into cancelable interest rate swap agreements in connection
with its real  estate  investments  and the  associated  borrowings.  Under such
agreements,  the Fund has agreed to make  periodic  payments  at fixed  rates in
exchange for payments at floating rates. The notional or contractual  amounts of
these instruments may not necessarily  represent the amounts potentially subject
to risk.  The  measurement  of the risks  associated  with these  investments is
meaningful  only  when  considered  in  conjunction  with  all  related  assets,
liabilities and agreements.  As of September 30, 2001 and December 31, 2000, the
Fund has entered into  cancelable  interest  rate swap  agreements  with Merrill
Lynch Capital Services, Inc.


<TABLE>
                                                                                                                    Unrealized
                                                              Initial                           Unrealized          Appreciation
                Notional                                     Optional        Final           Depreciation at      (Depreciation) at
Effective        Amount      Fixed         Floating         Termination    Termination         September 3,           December 31,
Date        (000's omitted)  Rate            Rate              Date           Date                 2001                  2000
----        ---------------  ----            ----              ----           ----                 ----                  ----
<S>             <C>          <C>                 <C>         <C>            <C>               <C>                   <C>
11/98           68,750       6.225%      Libor + .45%        11/24/03       11/24/05          $ (2,568,694)         $  1,196,307
11/98           24,528       6.295%      Libor + .45%        05/24/03       11/24/05              (847,751)              411,928
11/98           41,368       6.310%      Libor + .45%        02/24/03       11/24/05            (1,347,438)              706,962
02/99            9,030       6.505%      Libor + .45%        03/04/03       11/24/05              (314,279)              102,930
02/99           21,996       6.497%      Libor + .45%        04/20/03       11/24/05              (806,869)              244,166
02/99           20,018       6.439%      Libor + .45%        11/24/03       11/24/05              (862,497)              199,789
02/99          111,000       6.407%      Libor + .45%        02/23/04       11/24/05            (4,990,956)            1,082,897
04/99           80,000       6.555%      Libor + .45%        04/28/04       11/24/05            (4,099,132)              273,503
04/99           16,468       6.720%      Libor + .45%        02/06/03       11/24/05              (617,936)               88,815
04/99           12,671       6.618%      Libor + .45%        11/24/03       11/24/05              (605,190)               49,102
04/99           15,105       6.590%      Libor + .45%        02/23/04       11/24/05              (756,822)               49,789
07/99           26,516       7.308%      Libor + .45%        11/24/03       11/24/05            (1,723,447)             (496,405)
07/99           40,193       7.301%      Libor + .45%        02/23/04       11/24/05            (2,782,889)             (840,927)
07/99           10,109       7.237%      Libor + .45%        04/29/04       11/24/05              (714,130)             (207,635)
07/99          155,000       7.231%      Libor + .45%        07/28/04       11/24/05           (11,544,010)           (3,515,996)
09/99           17,674       7.700%      Libor + .45%        02/23/04       11/24/05            (1,405,080)             (600,675)
09/99            9,833       7.635%      Libor + .45%        07/28/04       11/24/05              (848,597)             (363,677)
09/99           43,000       7.653%      Libor + .45%        09/17/04       11/24/05            (3,843,267)           (1,686,087)
09/99           35,024       7.644%      Libor + .45%        07/28/04       11/24/05            (3,031,640)           (1,306,409)
09/99          212,000      7.622%      Libor + .45%        09/28/04       11/24/05           (18,873,811)            (8,156,580)
09/99            1,907       7.580%      Libor + .45%        04/29/04       11/24/05              (152,727)              (61,654)
------------------------- ----------- ---------------- --------------- -------------- -------------------------- -------------------
Total                                                                                         $(62,737,162)         $(12,829,857)
------------------------- ----------- ---------------- --------------- -------------- -------------------------- -------------------
</TABLE>


                                       12
<PAGE>
7 Debt

A  Mortgages - Rental  property  held by the Fund is  financed  through  various
mortgages issued to the real estate subsidiaries. Mortgages payable are reported
on the  Condensed  Consolidated  Statement  of  Assets  and  Liabilities  net of
unamortized  debt issuance costs. A description of the mortgages  issued to each
of the real estate subsidiaries,  excluding  unamortized debt issuance costs, is
as follows:

Real property held by Bel Alliance is financed through loans  collateralized  by
its  real  estate  assets,   mortgage  loan  deposit  accounts,   including  all
sub-accounts thereunder, and an assignment of certain leases and rents. Balances
at September 30, 2001 and December 31, 2000 are as follows:

<TABLE>
                                                Monthly Principal
                      Annual Interest             and Interest          Balance at              Balance at
Maturity Date              Rate                     Payment         September 30, 2001        December 31, 2000
-------------              ----                     -------         ------------------        -----------------
<S>                        <C>                    <C>                  <C>                      <C>
April 1, 2010              8.560%                 $  213,139           $ 27,325,079             $ 27,458,402
January 1, 2028            7.143%                    418,459             59,523,358               60,083,860
July 1, 2009               7.740%                    235,286             32,317,585               32,524,700
April 1, 2010              8.640%                    308,577             39,279,190               39,466,760
April 1, 2010              8.640%                    236,624             30,120,177               30,264,010
April 1, 2010              8.560%                    224,163             28,738,521               28,878,713
April 1, 2010              8.560%                    173,885             22,292,657               22,401,406
May 1, 2009                7.250%                     36,155              5,190,427                5,228,274
February 1, 2009           7.220%                    313,618             45,009,841               45,348,838
February 1, 2009           7.220%                    332,517             47,722,156               48,081,581
July 1, 2009               7.830%                    277,228             37,764,610               38,001,415
                                               ----------------------- ------------------------ -------------------------
Total                                             $2,769,651           $375,283,601             $377,737,959
                                               ----------------------- ------------------------ -------------------------
</TABLE>

Real  property  held by Bel  Apartment  is  financed  through a loan  secured by
cross-collateralized first mortgage liens on such real property. The balances at
September 30, 2001 and December 31, 2000 are as follows:


<TABLE>
                        Annual Interest         Monthly Interest        Balance at              Balance at
Maturity Date              Rate                     Payment*        September 30, 2001        December 31, 2000
-------------              ----                     --------        ------------------        -----------------
<S>                       <C>                     <C>                   <C>                      <C>
May 1, 2010               8.330%                  $ 745,323             $107,369,483             $107,369,483
</TABLE>

* Mortgage  provides for monthly  payments of interest only through May 1, 2010,
with the entire principal balance due on May 1, 2010.

Real  property  held by Bel  Communities  is financed  through a loan secured by
cross-collateralized first mortgage liens on such real property. The balances at
September 30, 2001 and December 31, 2000 are as follows:

<TABLE>
                        Annual Interest         Monthly Interest        Balance at              Balance at
Maturity Date              Rate                     Payment**       September 30, 2001        December 31, 2000
-------------              ----                     --------        ------------------        -----------------
<S>                       <C>                      <C>                    <C>                      <C>
December 1, 2010          7.540%                   $ 760,283              $121,000,000             $121,000,000
</TABLE>


                                       13
<PAGE>
** Mortgage  provides for monthly  payments of interest only through December 1,
2010, with the entire principal balance due on December 1, 2010.

Real property  held by Monadnock is financed  through a mortgage loan secured by
its real property. The balances at September 30, 2001 are as follows:

<TABLE>
                                                    Monthly Interest            Balance at
Maturity Date         Annual Interest Rate          Payment***              September 30, 2001
-------------         --------------------          ----------------        ------------------
<S>                        <C>                     <C>                      <C>
April 1, 2009              7.89%                     $  100,647               $ 15,307,500
April 1, 2011              6.57%                      1,105,950                202,000,000
                                                     ---------------         -----------------
                                                     $1,206,597              $ 217,307,500
                                                     ---------------         -----------------
</TABLE>

***  Mortgages  provide for monthly  payments of interest  only through April 1,
2009 and April 1, 2011, with the entire principal  balances due on April 1, 2009
and April 1, 2011.

Real property held by BSA is financed through a loan  collateralized by its real
property.  The  balances  at  September  30, 2001 and  December  31, 2000 are as
follows:

<TABLE>
                                          Monthly Principal
                                          and Interest
                     Annual               Payment at             Balance at        Monthly Principal and   Balance at
Maturity             Interest             September 30,          September 30,     Interest Payment at     December
Date                 Rate                 2001****               2001              December 31, 2000****   31, 2000
-------------        --------             ------------------     -------------     ---------------------   ------------
<S>                  <C>                  <C>                    <C>               <C>                     <C>
July 10, 2015        7.180%               $ 337,500              $ 49,729,656      $ 337,500               $ 50,078,689
</TABLE>

**** Amount indicates  current monthly loan payment.  Amount increases as rental
payments under lease agreement with property tenant increase.

Scheduled  repayments of mortgages,  excluding  unamortized debt issuance costs,
for the years  subsequent  to  September  30, 2001 and  December 31, 2000 are as
follows:

Years Ending
September 30,            Amount  Years Ending December 31,            Amount
--------------           ------  --------------------------           ------
2002                $ 4,022,968  2001                             $3,797,253
2003                  4,009,950  2002                              4,100,974
2004                  5,137,483  2003                              4,429,166
2005                  5,708,817  2004                              5,611,627
2006                  6,184,036  2005                              6,077,951
Thereafter          845,626,986  Thereafter                      632,169,160
                    -----------                                  -----------
                   $870,690,240                                 $656,186,131
                   ------------                                 ------------

B Credit  Facility --  Belcrest  Capital has  obtained a  $1,150,000,000  credit
facility  (the Credit  Facility)  with a term of seven years  (expiring in 2005)
from Merrill Lynch  International Bank Limited.  Belcrest Capital's  obligations
under the Credit  Facility are secured by a pledge of its assets,  excluding the
assets of BSA, Bel Alliance,  Bel  Apartment,  Bel  Communities  and  Monadnock.
Interest  on  borrowed  funds  is  based on the  prevailing  LIBOR  rate for the
respective  interest period plus a spread of 0.45% per annum.  Belcrest  Capital
may  borrow  for  interest  periods  of one month to five  years.  In  addition,
Belcrest  Capital  pays a  commitment  fee at a rate of 0.10%  per  annum on the
unused amount of the loan commitment.  Borrowings under the Credit Facility have


                                       14
<PAGE>
been  used  to  purchase   qualifying  assets,   pay  selling   commissions  and
organizational  expenses,  and to provide for the short-term  liquidity needs of
the Fund.  Additional  borrowings  under the Credit  Facility may be made in the
future for these purposes.  At September 30, 2001 and December 31, 2000, amounts
outstanding under the Credit Facility totaled $1,047,850,000 and $1,006,250,000,
respectively.

8 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of EVM, as investment  adviser.  Under the terms of the
advisory agreement with the Portfolio,  BMR receives a monthly fee of 5/96 of 1%
(0.625%  annually)  of the  average  daily  net  assets of the  Portfolio  up to
$500,000,000 and at reduced rates as daily net assets exceed that level. For the
nine months ended  September  30, 2001 and  September  30, 2000 the advisory fee
applicable to the Portfolio was 0.43%  (annualized) of average daily net assets.
Belvedere  Capital's  allocated portion of the advisory fee was $31,645,569,  of
which  $11,854,231 was allocated to the Fund for the nine months ended September
30, 2001, and $28,049,372,  of which  $13,509,488 was allocated to the Fund, for
the nine months ended September 30, 2000.

In addition, Belcrest Capital pays BMR a monthly advisory and administrative fee
of 1/20 of 1% (0.60% annually) of the average daily gross  investment  assets of
Belcrest  Capital.  The term gross  investment  assets is defined to include the
value of all assets of Belcrest Capital other than Belcrest Capital's investment
in BRC, minus the sum of Belcrest Capital's liabilities other than the principal
amount of money borrowed.

BRC pays BMR a monthly  management  fee at a rate of 1/20th of 1% (equivalent to
0.60%  annually)  of the  average  daily gross  investment  assets of BRC (which
consist of all assets of BRC minus the sum of BRC's  liabilities  other than the
principal  amount  of  money  borrowed).   For  this  purpose,  the  assets  and
liabilities of BRC's controlled  subsidiaries  are reduced by the  proportionate
interests  therein  of  investors  other  than BRC.  For the nine  months  ended
September 30, 2001 and September 30, 2000, the advisory and  administrative  fee
payable to BMR by the Fund,  less the Fund's  allocated share of the Portfolio's
advisory fee, totaled $10,721,817 and $10,173,462, respectively.

EVM and BMR do not  receive  separate  compensation  for  serving  as manager of
Belcrest Capital and manager of Belvedere Capital, respectively.

As compensation for its services as placement agent, Belcrest Capital pays Eaton
Vance Distributors,  Inc. (EVD) a monthly  distribution fee at a rate of 1/120th
of 1% (equivalent to 0.10% annually) of the average daily net assets of Belcrest
Capital.  For the nine months ended  September  30, 2001 and September 30, 2000,
Belcrest  Capital's  distribution fees paid or accrued to EVD totaled $2,585,527
and $2,982,078, respectively.

BMR has agreed to waive a portion of the monthly advisory and administrative fee
otherwise  payable by Belcrest  Capital  each month to the extent that such fee,
together  with the monthly  distribution  fee payable to EVD,  exceeds an annual
rate of 0.60% of the average daily gross  investment  assets of Belcrest Capital
(as defined above), reduced by that portion of the monthly advisory fee for such
month payable by the Portfolio  which is  attributable  to the value of Belcrest


                                       15
<PAGE>
Capital's  investment in Belvedere Capital.  For the nine months ended September
30, 2001 and September 30, 2000, BMR has waived $2,585,527 and $2,982,078 of the
advisory and administrative fee of Belcrest Capital.

Pursuant to a servicing  agreement between Belvedere Capital and EVD,  Belvedere
Capital  pays  a  servicing  fee to  EVD  for  providing  certain  services  and
information to  Shareholders.  The servicing fee is paid on a quarterly basis at
an annual  rate of 0.15% of  Belvedere  Capital's  average  daily net assets and
totaled  $10,894,221 and $9,645,180 for the nine months ended September 30, 2001
and  September  30, 2000,  respectively,  of which  $4,078,244  and  $4,628,643,
respectively,  was  allocated  to  Belcrest  Capital.  Pursuant  to a  servicing
agreement  between Belcrest  Capital and EVD,  Belcrest Capital pays a servicing
fee to EVD on a quarterly basis at an annual rate of 0.20% of Belcrest Capital's
average  daily  net  assets,  less  Belcrest  Capital's  allocated  share of the
servicing fee payable by Belvedere Capital.  For the nine months ended September
30, 2001 and  September  30, 2000,  the  servicing fee paid directly by Belcrest
Capital  totaled  $1,135,959  and  $1,319,977,   respectively.  Of  the  amounts
allocated to and incurred by the Fund for the nine months  ended  September  30,
2001 and September 30, 2000, $5,214,203 and $2,456,063,  respectively, were paid
to subagents.

Management  services for the real property held by Bel Alliance,  Bel Apartment,
Bel  Communities  and Monadnock are provided by an affiliate of each  respective
entity's minority  shareholder (see Note 1). Each management  agreement provides
for a management fee and allows for  reimbursement of payroll expenses  incurred
by the managers in conjunction with managing each respective entity's properties
(see Note 1). For the nine months ended  September  30, 2001 and  September  30,
2000, BRC's controlled subsidiaries paid or accrued management fees amounting to
$4,879,015 and $2,027,534, respectively.


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

Increases  and  decreases  in Belcrest  Capital  Fund LLC's (the Fund) net asset
value per share are derived from net investment income or loss, and realized and
unrealized  gains and losses on the Fund's interest  through  Belvedere  Capital
Fund  Company LLC  (Belvedere  Capital) in  Tax-Managed  Growth  Portfolio  (the
Portfolio), real estate investments held through its subsidiary, Belcrest Realty
Corporation (BRC), and any direct investments of the Fund.  Expenses of the Fund
include its pro-rata share of the expenses of Belvedere Capital,  and indirectly
the Portfolio,  as well as the actual and accrued  expenses of the Fund and BRC,
including its subsidiaries Bel Santa Ana LLC (BSA), Bel Alliance  Properties LLC
(Bel Alliance), Bel Apartment Properties Trust (Bel Apartment),  Bel Communities
Property Trust (Bel Communities) and Monadnock  Property Trust, LLC (Monadnock).
The Fund's most significant  expense is interest incurred on borrowings incurred
in  connection  with  its real  estate  investments.  The  Fund's  realized  and
unrealized  gains and losses on investments  are based on its allocated share of
the  realized  and  unrealized  gains  and  losses  of  Belvedere  Capital,  and
indirectly,  the Portfolio,  as well as realized and unrealized gains and losses
on investments in real estate through BRC. The realized and unrealized gains and
losses on investments have the most  significant  impact on the Fund's net asset
value per share and result from sales of such  investments  and changes in their
underlying  value. The investments of the Portfolio  consist primarily of common
stocks of domestic and foreign  growth  companies that are considered to be high
in quality and attractive in their long-term investment  prospects.  Because the
securities holdings of the Portfolio are broadly diversified, the performance of
the Portfolio  cannot be attributed to one  particular  stock or one  particular
industry or market  sector.  The  performance  of the Portfolio and the Fund are
substantially  influenced by the overall  performance of the United States stock
market,  as well as by the  relative  performance  versus the overall  market of


                                       16
<PAGE>
specific  stocks and classes of stocks in which the  Portfolio  maintains  large
positions.  Through the impact of interest  rates on the valuation of the Fund's
real estate  investments  through BRC and its  positions  in interest  rate swap
agreements,  the  performance  of the  Fund is also  affected  by  movements  in
interest rates, and particularly,  changes in credit spread relationships.  On a
combined  basis,  the Fund's real estate  investments  and  interest  rate swaps
generally  decline in value when credit  spreads widen (as fixed income  markets
grow more  risk-averse)  and  generally  increase in value when  credit  spreads
tighten.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2001

The Fund had total return  performance of -15.7% for the quarter ended September
30,  2001.  This  return  reflects a decrease  in the Fund's net asset value per
share from  $113.89 to $96.04.  For  comparison,  the Standard & Poors 500 Index
(S&P 500), an unmanaged index of large capitalization  stocks commonly used as a
benchmark for the U.S. equity market, had a total return of -14.7% over the same
period.

During the third quarter of 2001, the U.S. equity market fell sharply, initially
to reflect  deteriorating  domestic economic  conditions and then in response to
the events of September  11th. The coordinated  actions of the Federal  Reserve,
the Bush  Administration  and Congress  since  September  11th have attempted to
maintain  orderly and liquid  markets and to stimulate the economy.  Through the
end of  September,  the S&P 500  rallied  by nearly 8% from the lows  reached on
September 21st.

The relative  performance  of different  market sectors during the third quarter
was influenced  primarily by investors' initial assessment of the September 11th
events.  Market  leading  industries  and sectors in the third quarter  included
aerospace and defense  stocks,  gold mining  stocks and defensive  plays such as
consumer products, pharmaceuticals,  packaged foods and utilities. The quarter's
weakest  performers  included  airlines  and  other  travel-related  industries,
entertainment,  consumer  durables and specialty  retailers.  Technology  stocks
resumed  their  decline  from  the  highs  reached  in the  first  half of 2000.
Financial stocks were mixed, with the benefits of declining  short-term interest
rates largely offset by rising credit concerns.

In this most  difficult of  environments,  the  performance of the Portfolio was
slightly better than that of the overall market.  The Fund  underperformed  both
the Portfolio and the S&P 500 in the quarter. The underperformance was primarily
in the month of September  and can be  attributed  to three  factors:  1) rising
credit  spreads  impacting the value of the Fund's real estate  investments,  2)
declining  intermediate-term  interest rates  impacting the Fund's interest rate
swap positions and 3) the Fund's slightly  leveraged  exposure to the Portfolio.
Although the U.S. real estate market remains in generally good balance,  fallout
from the September 11th events will likely have a negative effect.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

The Fund had total  return  performance  of  -20.2%  for the nine  months  ended
September  30,  2001.  This  return  reflects a decrease in the Fund's net asset
value  per share  from  $120.30  to  $96.04.  For  comparison,  the S&P 500,  an


                                       17
<PAGE>
unmanaged index of large capitalization  stocks commonly used as a benchmark for
the U.S. equity market, had a total return of -20.4% over the same period.

During the first nine months of 2001, the U.S. equity market  continued the weak
performance  pattern in place since early 2000. After a strong start in January,
the market fell through the balance of the first quarter,  rallied into May, and
then began a long slide that climaxed in the wake of the September 11th attacks.
The best  performing  industries and sectors in the nine-month  period  included
gold mining,  utilities,  healthcare  services,  foods, and tobacco. The weakest
performing  industries  and sectors  included  airlines,  oil and gas  drillers,
media,  and most  technology  groups.  The market  suffered from a deteriorating
economic outlook, a collapse in corporate profits and, finally,  the significant
economic and market  dislocation and heightened risk  sensitivity in the wake of
the September 11th events.

In this period of market weakness, the performance of the Portfolio was modestly
above that of the overall market. The Fund's performance was between that of the
Portfolio  and the S&P  500.  For the  year to  date,  the  Fund's  real  estate
investments  and associated  interest rate swap  agreements  have had a slightly
negative impact on performance. The U.S. real estate market remains in generally
good balance. Fallout from the September 11th events will likely have a negative
effect,  the full  dimensions  of which are not yet  evident.

LIQUIDITY AND CAPITAL RESOURCES

As of  September  30, 2001,  the Fund had  outstanding  borrowings  of $1,047.85
million under the credit facility (the Credit Facility) established with Merrill
Lynch  International Bank Limited,  the term of which extends until November 24,
2005. The Fund has available under the Credit Facility $102.15 million in unused
loan commitments to meet short-term liquidity needs and for other purposes

The Fund may redeem  shares of  Belvedere  Capital at any time.  Both  Belvedere
Capital and the Portfolio follow the practice of normally meeting redemptions by
distributing  securities  drawn from the  Portfolio.  Belvedere  Capital and the
Portfolio may also meet  redemptions by  distributing  cash. As of September 30,
2001, the Portfolio had cash and short-term investments totaling $258.5 million.
The Portfolio participates in a $150 million multi-fund unsecured line of credit
agreement with a group of banks.  The Portfolio may temporarily  borrow from the
line of credit to satisfy  redemption  requests in cash or to settle  investment
transactions. The Portfolio had no outstanding borrowings under the $150 million
line of credit at September  30, 2001,  and, as of that date,  the net assets of
the Portfolio  totaled $16,063.8  million.  To ensure liquidity for investors in
the  Portfolio,  the Portfolio may not invest more than 15% of its net assets in
illiquid  assets.  As of September 30, 2001,  restricted  securities,  which are
considered illiquid, constituted 1.9% of the net assets of the Portfolio.

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities  Act of 1933 (the  Securities  Act) and are  subject  to  substantial
restrictions  on transfer.  As such, they are considered  illiquid.  BRC's other
real  estate  investments  are  extremely  illiquid.   The  lease  and  mortgage
structures of BSA's office  properties limit the pool of potential  acquirers of
these assets,  and it is not  anticipated  that these  properties will be widely
marketable  until the  expiration  of both the  current  lease and that  lease's
renewal options (which expire in 2027).  BRC's  investment in Bel Alliance,  Bel
Apartment,  Bel  Communities and Monadnock have been structured as an investment
of up to ten years, at which time a buy/sell  mechanism offers liquidity to both
BRC and its respective minority shareholders.

Redemptions of Fund shares are met primarily by  distributing  securities  drawn
from  the  Portfolio,  although  cash  may  also  be  distributed.  Shareholders


                                       18
<PAGE>
generally do not have the right to receive the proceeds of Fund  redemptions  in
cash.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a) Quantitative Information About Market Risk

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

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  This information  should be read in conjunction with Notes 6 and 7
to the condensed consolidated financial statements.  The Fund has no market risk
sensitive instruments held for trading purposes.

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


                          2002      2003       2004     2005           2006          Thereafter          Total            Fair Value
                        --------- ---------- --------- -------- ------------------- -------------- ------------------- -------------
<S>                       <C>       <C>        <C>      <C>            <C>           <C>                 <C>              <C>
Rate sensitive
liabilities:
-----------------------
Long term debt-
  Variable rate
Credit Facility                                                   $1,047,850,000                     $1,047,850,000  $1,047,850,000
Average
 Interest rate                                                        3.04%                              3.04%

Rate sensitive
 derivative financial
 instruments:
-----------------------
Pay fixed/
 Receive    variable
 interest rate swap
 contracts                                                      $972,190,000                       $972,190,000        $(62,737,162)
Average pay rate
                                                                      7.02%                              7.02%
Average
  Receive rate                                                        3.04%                              3.04%
</TABLE>


                                       19
<PAGE>
(b) Qualitative Information About Market Risk

The value of Fund Shares may not increase or may decline. The performance of the
Fund fluctuates. There can be no assurance that the performance of the Fund will
match that of the United States stock market or that of other equity  funds.  In
managing  the  Portfolio  for  long-term,  after-tax  returns,  the  Portfolio's
investment adviser generally seeks to avoid or minimize sales of securities with
large  accumulated  capital  gains,  including  contributed   securities.   Such
securities  constitute  a  substantial  portion of the assets of the  Portfolio.
Although the  Portfolio  may utilize  certain  management  strategies in lieu of
selling appreciated securities, the Portfolio's,  and hence the Fund's, exposure
to losses during stock market  declines may  nonetheless  be higher than that of
funds   that  do  not   follow  a   general   policy   of   avoiding   sales  of
highly-appreciated securities.

The Portfolio invests in securities issued by foreign companies and the Fund may
acquire foreign  investments.  Foreign  investments  involve  considerations and
possible risks not typically associated with investing in the United States. The
value of foreign  investments  to U.S.  investors  may be adversely  affected by
changes in currency rates. Foreign brokerage commissions, custody fees and other
costs of investing are generally  higher than in the United States,  and foreign
investments  may be less liquid,  more  volatile and more subject to  government
regulation  than in the United States.  Foreign  investments  could be adversely
affected  by  other  factors  not  present  in  the  United  States,   including
expropriation,  confiscatory  taxation,  lack of uniform accounting and auditing
standards,  armed conflict,  and potential  difficulty in enforcing  contractual
obligations.

Risks of Certain Investment Techniques
--------------------------------------
In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.


                                       20
<PAGE>
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from a counterparty. Swaps, caps, floors, collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

The Portfolio's ability to utilize covered short sales, certain equity swaps and
certain equity collar strategies (combining the purchase of a put option and the
sale of a call option) as a tax-efficient  management  technique with respect to
holdings of  appreciated  securities  is limited to  circumstances  in which the
hedging  transaction  is  closed  out  within  thirty  days  of  the  end of the
Portfolio's taxable year and the underlying  appreciated  securities position is
held unhedged for at least the next sixty days after such hedging transaction is
closed.  There  can be no  assurance  that  counterparties  will at all times be
willing to enter into covered short sales,  interest  rate hedges,  equity swaps
and other derivative  instrument  transactions on terms satisfactory to the Fund
or the  Portfolio.  The  Fund's and the  Portfolio's  ability to enter into such
transactions  may also be  limited  by  covenants  under  the  Fund's  revolving
securitization  facility,  the  federal  margin  regulations  and other laws and
regulations.  The  Portfolio's  use  of  certain  investment  techniques  may be
constrained  because  the  Portfolio  is  a  diversified,   open-end  management
investment  company  registered  under the  Investment  Company  Act of 1940 and
because other  investors in the Portfolio  are  regulated  investment  companies
under  Subchapter M of the Internal  Revenue  Code.  Moreover,  the Fund and the
Portfolio are subject to restrictions under the federal securities laws on their
ability to enter into  transactions in respect of securities that are subject to
restrictions on transfer pursuant to the Securities Act.


Risks of Investing in Qualifying Assets and Leverage
----------------------------------------------------
The success of BRC's real  estate  investments  depends in part on many  factors
related to the real estate market.  These factors include,  without  limitation,
general economic  conditions,  the supply and demand for different types of real
properties, the financial health of tenants, the timing of lease expirations and
terminations,  fluctuations  in rental rates and  operating  costs,  exposure to
adverse  environmental  conditions  and losses from  casualty  or  condemnation,
interest rates,  availability of financing,  managerial performance,  government
rules  and  regulations,  and  acts of God  (whether  or not  insured  against).
Partnership  Preference  Units also depend upon factors  relating to the issuing
partnerships that may affect such partnerships'  profitability and their ability
to  make  distributions  to  holders  of  Partnership  Preference  Units.  BRC's
investments  in  interests  in real estate  joint  ventures  (Real  Estate Joint
Ventures) may be influenced by decisions which the principal  minority  investor
in each Real Estate Joint Venture (the Operating  Partner) may make on behalf of
the property  owned  thereby and  potential  changes in the specific real estate


                                       21
<PAGE>
sub-markets in which the  properties  are located.  The debt of each Real Estate
Joint  Venture is  fixed-rate,  secured by the  underlying  properties  and with
limited recourse to BRC. However, changes in interest rates, the availability of
financing and other financial  conditions can have a material impact on property
values and  therefore  on the value of BRC's  equity  interest.  There can be no
assurance that BRC's  ownership of real estate  investments  will be an economic
success.  Moreover,  the success of any Real  Estate  Joint  Venture  investment
depends in large part upon the performance of the Operating  Partner.  Operating
Partners will be subject to  substantial  conflicts of interest in  structuring,
operating and winding up the Real Estate Joint Ventures. Operating Partners will
have an economic  incentive to maximize the prices at which they sell properties
to Real Estate  Joint  Ventures and to minimize the prices at which they acquire
properties  from Real  Estate  Joint  Ventures.  Operating  Partners  may devote
greater  attention or more resources to managing their  wholly-owned  properties
than  properties  held  by  Real  Estate  Joint  Ventures.   Future   investment
opportunities  identified  by  Operating  Partners  will more  likely be pursued
independently,  rather than through,  the Real Estate Joint Ventures.  Financial
difficulties  encountered  by Operating  Partners in their other  businesses may
interfere with the operations of Real Estate Joint Ventures.

Although  intended to add to returns,  the  borrowing of funds to purchase  real
estate investments exposes the Fund to the risk that the returns achieved on the
real estate  investments  will be lower than the cost of  borrowing  to purchase
such  assets  and  that the  leveraging  of the  Fund to buy  such  assets  will
therefore  diminish  the  returns  to be  achieved  by the Fund as a  whole.  In
addition, there is a risk that the availability of financing will be interrupted
at some future  time,  requiring  the Fund to sell  assets to repay  outstanding
borrowings  or a portion  thereof.  It may be  necessary  to make such  sales at
unfavorable prices. The Fund's obligations under the Credit Facility are secured
by a pledge of its assets.  In the event of default,  the lender  could elect to
sell  assets of the Fund  without  regard to  consequences  of such  action  for
Shareholders.  The rights of the lender to receive  payments  of interest on and
repayments   of  principal  of  borrowings  is  senior  to  the  rights  of  the
Shareholders.  Under the terms of the Credit Facility, the Fund is not permitted
to make  distributions of cash or securities while there is outstanding an event
of default under the Credit Facility. During such periods, the Fund would not be
able to honor redemption requests or make cash distributions.

The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership Preference Units. The ongoing value of BRC's investments in Real
Estate Joint  Ventures and interests in properties  subject to long-term  triple
net  leases  (Net  Lease  Properties)  will be  substantially  uncertain.  BRC's
investments in Real Estate Joint Ventures,  Net Lease  Properties and other real
property  subsidiaries  generally will be stated at estimated market value based
on independent  valuations,  assuming an orderly disposition of assets. Detailed
investment  evaluations  will be performed  annually and reviewed  periodically.
Interim valuations will reflect results of operations and distributions, and may
be adjusted to reflect significant  changes in economic  circumstances since the
most recent independent evaluation.

Fluctuations  in the value of real estate  investments  derived  from changes in
general  interest  rates can be expected to be offset in part (but not entirely)
by changes in the value of interest rate swap  agreements or other interest rate
hedges entered into by the Fund with respect to its borrowings  under the Credit


                                       22
<PAGE>
Facility.  Fluctuations  in the value of real estate  investments  derived  from
other factors besides general interest rate movements (including issuer-specific
and sector-specific credit concerns,  property-specific  concerns and changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund.  Changes in the  valuation  of real estate  investments  not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund  will  cause  the  performance  of the Fund to
deviate from the performance of the Portfolio. Over time, the performance of the
Fund can be expected to be more volatile than the performance of the Portfolio.


                                       23
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Fund is not aware of any pending  legal  proceedings  to which the Fund is a
party or to which their assets are subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

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

     (a) Exhibits
     21 List of subsidiaries


                                       24
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on November 14, 2001.


                                BELCREST CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


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


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


                                       25
<PAGE>
                                  EXHIBIT INDEX


21       List of subsidiaries




                                       26