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 March 31, 2003
                          Commission File No. 000-30509
                                              ---------


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


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


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


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


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




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



Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).   YES [X]     NO [ ]

<PAGE>

                            Belcrest Capital Fund LLC
                               Index to Form 10-Q

PART I   -   FINANCIAL INFORMATION                                          Page

Item 1.      Condensed Consolidated Financial Statements                      3

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

             Condensed Consolidated Statements of Operations (Unaudited)
             for the Three Months Ended March 31, 2003 and 2002               4

             Condensed Consolidated Statements of Changes in Net Assets
             (Unaudited) for the Three Months Ended March 31, 2003 and 2002   6

             Condensed Consolidated Statements of Cash Flows (Unaudited)
             for the Three Months Ended March 31, 2003 and 2002               7

             Financial Highlights (Unaudited) for the Three Months Ended
             March 31, 2003                                                   9

             Notes to Condensed Consolidated Financial Statements as of
             March 31, 2003 (Unaudited)                                      10

Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       14

Item 3.      Quantitative and Qualitative Disclosures About Market Risk      18

Item 4.      Controls and Procedures                                         20

PART II   -  OTHER INFORMATION

Item 1.      Legal Proceedings                                               22

Item 2.      Changes in Securities and Use of Proceeds                       22

Item 3.      Defaults Upon Senior Securities                                 22

Item 4.      Submission of Matters to a Vote of Security Holders             22

Item 5.      Other Information                                               22

Item 6.      Exhibits and Reports on Form 8-K                                22

SIGNATURES                                                                   23

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002                                                                  24

EXHIBIT INDEX                                                                26

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                    March 31,
                                                      2003         December 31,
                                                   (Unaudited)         2002
                                                  --------------  --------------
Assets:
 Investment in Belvedere Capital Fund Company LLC
 (Belvedere Capital)                              $2,294,359,439  $2,423,063,983
 Investment in Partnership Preference Units          574,851,847     547,878,187
 Investment in other real estate                     630,305,530     651,756,818
 Short-term investments                                5,135,000       2,564,911
                                                  --------------  --------------
Total investments                                 $3,504,651,816  $3,625,263,899
 Cash                                                  6,106,383      12,216,034
 Receivable for investments sold                               -      73,554,369
 Escrow deposits - restricted                         10,125,650      13,475,591
 Dividends and interest receivable                     6,577,362       7,835,775
 Other assets                                          6,001,598       6,867,545
                                                  --------------  --------------
Total assets                                      $3,533,462,809  $3,739,213,213
                                                  --------------  --------------

Liabilities:
 Loan payable on Credit Facility                    $737,150,000    $779,350,000
 Mortgages payable                                   539,815,708     541,017,537
 Payable for Fund Shares redeemed                      1,693,035       3,952,191
 Special Distributions payable                             3,438               -
 Open interest rate swap contracts, at value          52,781,474      61,716,527
 Security deposits                                     2,247,682       2,231,784
 Swap interest payable                                 5,143,948       5,089,784
 Accrued expenses:
  Interest expense                                     4,657,591       4,815,222
  Property taxes                                       2,965,673       9,169,540
  Other expenses and liabilities                       6,838,838       6,282,930
 Minority interests in controlled subsidiaries        22,885,260      26,096,166
                                                  --------------  --------------
Total liabilities                                 $1,376,182,647  $1,439,721,681
                                                  --------------  --------------

Net assets                                        $2,157,280,162  $2,299,491,532

Shareholders' Capital
                                                  --------------  --------------
 Shareholders' capital                            $2,157,280,162  $2,299,491,532
                                                  --------------  --------------

Shares Outstanding                                    27,303,313      27,724,437
                                                  --------------  --------------

Net Asset Value and Redemption Price Per Share    $        79.01  $        82.94
                                                  --------------  --------------

            See notes to condensed consolidated financial statements

                                       3
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
                                                    Three Months   Three Months
                                                       Ended           Ended
                                                      March 31,      March 31,
                                                         2003          2002
                                                    -------------  -------------
Investment Income:
 Dividends allocated from Belvedere Capital
  (net of foreign taxes of $106,401 and
  $46,801, respectively)                            $  8,736,786   $  8,683,321
 Interest allocated from Belvedere Capital               174,381        290,069
 Expenses allocated from Belvedere Capital            (3,564,995)    (5,021,278)
                                                    -------------  -------------
 Net investment income allocated from
  Belvedere Capital                                 $  5,346,172   $  3,952,112
 Dividends from Partnership Preference Units          13,821,632     13,110,509
 Rental income                                        28,255,238     37,699,404
 Interest                                                130,477         58,277
                                                    -------------  -------------
Total investment income                             $ 47,553,519   $ 54,820,302
                                                    -------------  -------------

Expenses:
 Investment advisory and administrative fees        $  2,532,153   $  3,254,020
 Property management fees                              1,082,976      1,474,910
 Distribution and servicing fees                         788,949      1,139,421
 Interest expense on mortgages                        10,348,506     14,267,601
 Interest expense on Credit Facility                   3,622,027      5,389,421
 Interest expense on swap contracts                   12,122,103     10,827,575
 Property and maintenance expenses                     8,989,832     10,802,690
 Property taxes and insurance                          3,854,036      4,765,280
 Miscellaneous                                           287,060        525,481
                                                    -------------  -------------
Total expenses                                      $ 43,627,642   $ 52,446,399
Deduct:
 Reduction of investment advisory
 and administrative fees                                 546,845        786,794
                                                    -------------  -------------
Net expenses                                        $ 43,080,797   $ 51,659,605
                                                    -------------  -------------
Net investment income before minority
 interests in net income of controlled
 subsidiaries                                       $  4,472,722   $  3,160,697
Minority interests in net income
 of controlled subsidiaries                             (957,405)    (1,485,387)
                                                    -------------  -------------
Net investment income                               $ 3,515,317    $  1,675,310
                                                    -------------  -------------


            See notes to condensed consolidated financial statements

                                       4
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of  Operations  (Unaudited) (Continued)

                                                    Three Months   Three Months
                                                        Ended          Ended
                                                      March 31,      March 31,
                                                        2003           2002
                                                   --------------  -------------
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere
  Capital  (identified cost basis)                 $ (10,452,878)  $(20,116,001)
 Investment transactions in Partnership
  Preference Units (identified cost basis)               624,980        374,360
 Investment transactions in other real estate
  investments                                                  -     (1,532,128)
 Termination of interest rate swap contracts            (168,392)             -
                                                   --------------  -------------
Net realized loss                                  $  (9,996,290)  $(21,273,769)
                                                   --------------  -------------

Change in unrealized appreciation(depreciation)-
 Investment in Belvedere Capital
  (identified cost basis)                          $(107,493,190)  $ 40,208,914
 Investments in Partnership Preference Units
  (identified cost basis)                             32,788,723     (2,094,618)
 Investment in other real estate investments
  (net of minority interests in unrealized
  loss of controlled subsidiaries of
  $4,167,143 and $28,914,600, respectively)          (24,604,397)   (26,182,578)
 Interest rate swap contracts                          8,935,053     11,316,556
                                                   --------------  -------------
Net change in unrealized appreciation
 (depreciation)                                    $ (90,373,811)  $ 23,248,274
                                                   --------------  -------------

Net realized and unrealized gain (loss)            $(100,370,101)  $  1,974,505
                                                   --------------  -------------
Net (decrease) increase in net assets from
 operations                                        $ (96,854,784)  $  3,649,815
                                                   ==============  =============


            See notes to condensed consolidated financial statements

                                       5
<PAGE>

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

                                                 Three Months     Three Months
                                                    Ended            Ended
                                                March 31, 2003   March 31, 2002
                                                --------------  ----------------
Increase (Decrease) in Net Assets:
 Net investment income                          $   3,515,317   $     1,675,310
 Net realized loss on investment transactions      (9,996,290)      (21,273,769)
 Net change in unrealized appreciation
  (depreciation) of investments                   (90,373,811)       23,248,274
                                                --------------  ----------------
Net increase (decrease) in net assets from
 operations                                     $ (96,854,784)  $     3,649,815
                                                --------------  ----------------

Transactions in Fund Shares -
 Net asset value of Fund Shares issued to
  Shareholders in payment of distributions
  declared                                      $    4,796,611   $            -
 Net asset value of Fund Shares redeemed           (38,256,077)     (45,940,156)
                                                ---------------  ---------------
Net decrease in net assets from Fund Share
 transactions                                   $  (33,459,466)  $  (45,940,156)
                                                ---------------  ---------------

Distributions -
 Distributions to Shareholders                  $  (11,893,682)  $            -

 Special Distributions to Shareholders                  (3,438)               -
                                                ---------------  ---------------
Total distributions                             $  (11,897,120)  $            -
                                                ---------------  ---------------

Net decrease in net assets                      $ (142,211,370)  $  (42,290,341)

Net assets:
 At beginning of period                         $2,299,491,532   $3,253,990,369
                                                ---------------  ---------------
 At end of period                               $2,157,280,162   $3,211,700,028
                                                ===============  ===============


            See notes to condensed consolidated financial statements

                                       6
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three Months     Three Months
                                                                                      Ended            Ended
                                                                                     March 31,        March 31,
                                                                                       2003            2002
                                                                                   -------------   -------------
<S>                                                                                <C>             <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                              $(96,854,784)   $  3,649,815
Adjustments to reconcile net (decrease) increase in net assets from
 operations to net cash flows from operating activities -
  Amortization of debt issuance costs                                                   136,912         212,017
  Net investment income allocated from Belvedere Capital                             (5,346,172)     (3,952,112)
  (Increase) decrease in dividends and interest receivable                            1,258,413      (6,014,953)
  Decrease in escrow deposits                                                         3,349,941       5,408,937
  Decrease in receivable for investments sold                                        73,554,369               -
  Increase in interest receivable from other real estate investment                     (39,237)              -
  Decrease in other assets                                                              729,035       1,281,871
  Increase in interest payable for open swap contracts                                   54,164         379,531
  Decrease in accrued property taxes                                                 (6,203,867)     (6,237,161)
  Increase (decrease) in security deposits, accrued interest and accrued other
   expenses and liabilities                                                              414,175     (1,708,179)
  Improvements to rental property                                                       (840,675)    (1,671,560)
  Proceeds from sale of investment in other real estate                                        -     31,588,186
  Decrease in cash due to sale of majority interest in controlled subsidiary                   -     (1,195,835)
  Proceeds from sale of Partnership Preference Units                                           -     35,374,360
  Net increase in investment in Belvedere Capital                                    (23,700,000)    (6,774,312)
  Payment for terminated interest rate swap contacts                                    (168,392)             -
  Decrease (increase) in short-term investments                                       (2,570,089)     5,140,717
  Minority interests in net income of controlled subsidiaries                            957,405      1,485,387
  Net realized loss on investment transactions                                         9,996,290     21,273,769
  Net change in unrealized (appreciation) depreciation of investments                 90,373,811    (23,248,274)
                                                                                   --------------  -------------
Net cash flows from operating activities                                           $  45,101,299   $ 54,992,204
                                                                                   --------------  -------------
Cash Flows From (For) Financing Activities -
  Repayment of Credit Facility                                                     $ (42,200,000)  $(53,000,000)
  Payments on mortgages                                                               (1,201,829)    (1,120,192)
  Payments for Fund Shares redeemed                                                     (710,585)    (1,963,904)
  Distributions paid to Shareholders                                                  (7,097,071)             -
  Distributions paid to minority shareholders                                             (1,465)    (1,259,036)
                                                                                   --------------  -------------
Net cash flows for financing activities                                            $ (51,210,950)  $(57,343,132)
                                                                                   --------------  -------------
Net decrease in cash                                                               $  (6,109,651)  $ (2,350,928)

Cash at beginning of period                                                        $  12,216,034   $ 12,170,155
                                                                                   --------------  -------------
Cash at end of period                                                              $   6,106,383   $  9,819,227
                                                                                   ==============  =============
</TABLE>


            See notes to condensed consolidated financial statements

                                       7
<PAGE>


BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                    Three Months       Three Months
                                                                                       Ended              Ended
                                                                                   March 31, 2003     March 31, 2002
                                                                                   --------------     --------------
<S>                                                                                 <C>                <C>
Supplemental Disclosure and Non-cash Investing and
 Financing Activities-
  Interest paid for loan-Credit Facility                                            $  3,685,091       $  6,021,038
  Interest paid for mortgages                                                       $ 10,212,387       $ 14,810,841
  Interest paid for swap contracts                                                  $ 12,067,939       $ 10,448,044
  Market value of securities distributed in payment of redemptions                  $ 39,804,648       $ 42,765,142
  Market value of real property and other assets, net of current
   liabilities, disposed of in conjunction with sale of real estate investment      $      -           $147,208,137
  Mortgage disposed of in conjunction with sale of real estate investment           $      -           $106,380,298
  Partnership Preference Units exchanged for a real estate
   equity investment and an investment in note receivable                           $ (6,440,043)      $          -
  Market value of real estate equity investment                                     $  3,087,607       $          -
  Investment in note receivable                                                     $  3,352,436       $          -
</TABLE>


            See notes to condensed consolidated financial statements

                                       8
<PAGE>

BELCREST CAPITAL FUND LLC as of March 31, 2003

Condensed Consolidated Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2003
--------------------------------------------------------------------------------
Net asset value - Beginning of period                               $   82.940
--------------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income (6)                                           $    0.128
Net realized and unrealized loss                                        (3.628)
--------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                          $   (3.500)
--------------------------------------------------------------------------------

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

Net asset value - End of period                                     $   79.010
--------------------------------------------------------------------------------

Total Return(1)                                                          (4.26)%
--------------------------------------------------------------------------------


                                             As a Percentage    As a Percentage
                                             of Average Net     of Average Gross
Ratios                                         Assets(5)          Assets(4)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property
 Subsidiaries
  Interest and other borrowing costs(3)        1.45%(8)             0.94%(8)
  Operating expenses(3)                        1.90%(8)             1.24%(8)
Belcrest Capital Fund LLC Expenses
 Interest and other borrowing costs(2)         2.88%(8)             1.87%(8)
 Investment advisory and administrative
  fees, servicing fees and other Fund
  operating expenses(2)(7)                     1.19%(8)             0.78%(8)
                                             -----------------------------------
Total expenses                                 7.42%(8)             4.83%(8)

Net investment income                          0.64% (8)            0.42%(8)
--------------------------------------------------------------------------------
SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                        $2,157,280
Portfolio Turnover of Tax-Managed Growth Portfolio
 (the Portfolio)                                                       4%
--------------------------------------------------------------------------------

(1)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(2)  Includes the expenses of Belcrest  Capital Fund LLC (Belcrest  Capital) and
     Belcrest Realty Corporation (Belcrest Realty). Does not include expenses of
     the real estate subsidiaries majority-owned by Belcrest Realty.
(3)  Includes Belcrest Realty's  proportional  share of expenses incurred by its
     majority-owned subsidiaries.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belcrest  Capital (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.
(5)  For the purpose of calculating  ratios, the income and expenses of Belcrest
     Realty's controlled subsidiaries are reduced by the proportionate interests
     therein of investors other than Belcrest Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes  Belcrest  Capital's share of Belvedere Capital Fund Company LLC's
     allocated expenses, including those expenses allocated from the Portfolio.
(8)  Annualized.
(9)  Special distributions amount to less than $0.001 per share.

            See notes to condensed consolidated financial statements

                                       9
<PAGE>

BELCREST CAPITAL FUND LLC as of March 31, 2003
Notes to Condensed Consolidated Financial Statements (Unaudited)

1    Basis of Presentation

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

The balance  sheet at December  31, 2002 has been  derived from the December 31,
2002 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2    Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2003
aggregated  $23,700,000 and $39,804,648  respectively,  and for the three months
ended March 31, 2002 aggregated $80,040,392 and $117,409,106,  respectively. For
the three months ended March 31, 2002,  sales of  Partnership  Preference  Units
aggregated  $35,374,360.  For the three  months ended March 31, 2003 and for the
three  months  ended  March 31,  2002 there  were no  purchases  of  Partnership
Preference  Units.  For the three  months  ended March 31,  2003,  there were no
acquisitions  or sales of other real estate  investments.  For the three  months
ended  March  31,  2002,  sales  of other  real  estate  investments  aggregated
$31,588,186.  During the three months ended March 31, 2003,  the Fund  exchanged
Partnership  Preference  Units  in  the  amount  of  $6,440,043  for  an  equity
investment in two private real estate  companies  affiliated  with the issuer of
such formerly held  Partnership  Preference  Units and a note  receivable in the
amounts of $3,087,607 and $3,391,673,  respectively. The secured note receivable
earns interest of 8% per annum and matures in February 2013 or on demand.

During the three  months  ended  March 31,  2002,  Belcrest  Realty  Corporation
(Belcrest Realty) sold its majority  interest in Bel Apartment  Properties Trust
(Bel Apartment) to another fund sponsored by Eaton Vance Management, for which a
loss of $1,532,128 was recognized.

                                       10
<PAGE>

3    Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2003 was  $8,400,349,853  representing  61.1% of the  Portfolio's  net
assets  and at March  31,  2002 was  $10,618,305,771  representing  56.5% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2003 was  $2,294,359,439,  representing 27.3% of Belvedere  Capital's net assets
and at  March  31,  2002 was  $3,404,421,331,  representing  32.1% of  Belvedere
Capital's net assets.  Investment income allocated to Belvedere Capital from the
Portfolio  for the three  months ended March 31, 2003  totaled  $32,398,573,  of
which  $8,911,167  was  allocated to the Fund.  Investment  income  allocated to
Belvedere  Capital from the  Portfolio for the three months ended March 31, 2002
totaled  $27,289,011,  of which  $8,973,390 was allocated to the Fund.  Expenses
allocated to Belvedere  Capital  from the  Portfolio  for the three months ended
March 31, 2003 totaled  $9,667,954,  of which  $2,661,373  was  allocated to the
Fund.  Expenses  allocated to Belvedere Capital from the Portfolio for the three
months  ended  March 31,  2002  totaled  $11,408,561,  of which  $3,747,521  was
allocated to the Fund.  Belvedere Capital allocated  additional  expenses to the
Fund of $903,622 for the three months ended March 31, 2003, representing $37,787
of operating expenses and $865,835 of service fees.  Belvedere Capital allocated
additional  expenses to the Fund of $1,273,757  for the three months ended March
31, 2002,  representing  $32,198 of operating expenses and $1,241,559 of service
fees.

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

                                March 31,       December 31,        March 31,
                                  2003             2002               2002
                             ---------------------------------------------------
Investments, at value       $13,797,517,752   $14,544,149,182   $18,699,529,315
Other assets                     24,535,362        70,073,039       137,094,099
--------------------------------------------------------------------------------
Total assets                $13,822,053,114   $14,614,222,221   $18,836,623,414
Total liabilities                73,659,303        42,700,633        54,877,430
--------------------------------------------------------------------------------
Net Assets                  $13,748,393,811   $14,571,521,588   $18,781,745,984
================================================================================
Dividends and interest      $    53,431,732   $   213,292,082   $    48,561,319
--------------------------------------------------------------------------------
Investment adviser fee      $    15,490,999   $    71,564,552   $    19,634,596
Other expenses                      477,083         2,577,489           654,041
--------------------------------------------------------------------------------
Total expenses              $    15,968,082   $    74,142,041   $    20,288,637
--------------------------------------------------------------------------------
Net investment income       $    37,463,650   $   139,150,041   $    28,272,682
Net realized losses             (62,969,970)     (459,996,840)     (111,417,095)
Net change in unrealized
 appreciation (depreciation)   (649,928,537)   (3,312,547,564)      229,264,275
--------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from operations $  (675,434,857)  $(3,633,394,363)  $   146,119,862
--------------------------------------------------------------------------------


4    Cancelable Interest Rate Swap Agreements

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

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
Notional                                   Initial                        Unrealized        Unrealized
 Amount                                    Optional         Final        Depreciation      Depreciation
 (000's      Fixed       Floating        Termination     Termination     at March 31,     at December 31,
omitted)     Rate          Rate             Date            Date             2003              2002
--------     -----       --------        -----------     -----------     ------------     ---------------
<S>         <C>        <C>                  <C>             <C>           <C>               <C>

$68,750     6.225%     LIBOR + 0.45%        11/03           11/05         $1,999,998        $ 2,631,954
 24,528     6.295%     LIBOR + 0.45%        05/03           11/05            257,303            524,357
 41,368     6.310%     LIBOR + 0.45%        02/03           11/05             95,560            552,915
  9,030     6.505%     LIBOR + 0.45%        03/03           11/05               -   *            72,358
 21,996     6.497%     LIBOR + 0.45%        04/03           11/05             52,976            306,283
 20,018     6.439%     LIBOR + 0.45%        11/03           11/05            610,317            806,266
111,000    6.4068%     LIBOR + 0.45%        02/04           11/05          4,586,641          5,541,030
 80,000     6.555%     LIBOR + 0.45%        04/04           11/05          4,054,111          4,704,347
 16,468    6.7195%     LIBOR + 0.45%        02/03           11/05               -   *            73,907
 12,671    6.6176%     LIBOR + 0.45%        11/03           11/05            401,040            531,221
 15,105    6.5903%     LIBOR + 0.45%        02/04           11/05            649,465            786,970
 26,516     7.308%     LIBOR + 0.45%        11/03           11/05            957,628          1,277,816
 40,193     7.301%     LIBOR + 0.45%        02/04           11/05          1,985,692          2,427,007
 10,109     7.237%     LIBOR + 0.45%        04/04           11/05            588,859            689,195
155,000     7.231%     LIBOR + 0.45%        07/04           11/05         10,863,753         12,202,144
 17,674     7.700%     LIBOR + 0.45%        02/04           11/05            936,211          1,148,226
  9,833     7.635%     LIBOR + 0.45%        07/04           11/05            742,175            837,224
 43,000    7.6525%     LIBOR + 0.45%        09/04           11/05          3,545,354          3,931,451
 35,024     7.644%     LIBOR + 0.45%        07/04           11/05          2,647,657          2,986,988
212,000    7.6224%     LIBOR + 0.45%        09/04           11/05         17,688,560         19,546,084
  1,907      7.58%     LIBOR + 0.45%        04/04           11/05            118,174            138,784
-----------------------------------------------------------------------------------------------------------
                                                                         $52,781,474        $61,716,527
-----------------------------------------------------------------------------------------------------------
</TABLE>
*    Agreement was terminated on the Initial Optional Termination Date.

5    Debt-Credit Facility

Effective  March 31,  2003,  Belcrest  Capital  reduced its loan  commitment  to
$950,000,000  from  $1,150,000,000  at December  31,  2002.  There were no other
changes to the terms of the Credit  Facility  during the quarter ended March 31,
2003.

6    Segment Information

Belcrest  Capital  pursues  its  investment  objective  primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company of equity securities that emphasizes investments
in common stocks of domestic and foreign growth companies that are considered to
be high in quality  and  attractive  in their  long-term  investment  prospects.
Separate from its investment in Belvedere  Capital,  Belcrest Capital invests in
real estate assets  through its  subsidiary  Belcrest  Realty.  Belcrest  Realty
invests directly in Partnership Preference Units and debt and equity investments
in private real estate  companies and indirectly in investments in real property
through controlled subsidiaries, Bel Santa Ana LLC, Bel Alliance Properties, LLC
and Casco Property Trust, LLC. At March 31, 2002,  Belcrest Realty's  controlled
subsidiaries also included Bel Communities Property Trust and Bel Apartment (for
the period from January 1, 2002 through March 19, 2002).

                                       12
<PAGE>

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 or loss,  net realized gain (loss),  and
unrealized gain (loss). The accounting  policies of the reportable  segments are
the same as those for Belcrest  Capital on a consolidated  basis.  No reportable
segments have been aggregated. Reportable information by segment is as follows:
<TABLE>
<CAPTION>

                                           Tax Managed
 FOR THE THREE MONTHS ENDED                  Growth            Real
 MARCH 31, 2003                             Portfolio*        Estate           Total
------------------------------------------------------------------------------------------
<S>                                      <C>              <C>              <C>
 Revenue                                 $    5,346,172   $   42,090,566   $  47,436,738
 Interest expense on mortgages                   -           (10,348,506)    (10,348,506)
 Interest expense on Credit Facility             -            (3,549,586)     (3,549,586)
 Interest expense on swap contracts              -           (12,122,103)    (12,122,103)
 Operating expenses                            (349,789)     (15,795,837)    (16,145,626)
 Minority interest in net income of
  controlled subsidiaries                        -              (957,405)       (957,405)
------------------------------------------------------------------------------------------
 NET INVESTMENT INCOME (LOSS)            $    4,996,383   $     (682,871)  $   4,313,512

 Net realized gain (loss)                   (10,452,878)         456,588      (9,996,290)
 Change in unrealized gain (loss)          (107,493,190)      17,119,379     (90,373,811)
------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS OF REPORTABLE
  SEGMENTS                               $ (112,949,685)  $   16,893,096   $ (96,056,589)
------------------------------------------------------------------------------------------

 Segment assets                          $2,294,359,439   $1,231,696,411   $3,526,055,850
 Segment liabilities                          1,696,473    1,359,608,270    1,361,304,743
------------------------------------------------------------------------------------------
 NET ASSETS OF REPORTABLE SEGMENTS       $2,292,662,966   $ (127,911,859)  $2,164,751,107
------------------------------------------------------------------------------------------


                                           Tax Managed
 FOR THE THREE MONTHS ENDED                  Growth            Real
 MARCH 31, 2002                             Portfolio*        Estate           Total
-------------------------------------------------------------------------------------------
 Revenue                                 $    3,952,112   $   50,858,327   $   54,810,439
 Interest expense on mortgages                  -            (14,267,601)     (14,267,601)
 Interest expense on Credit Facility            -             (5,173,845)      (5,173,845)
 Interest expense on swap contracts             -            (10,827,575)     (10,827,575)
 Operating expenses                            (524,572)     (19,435,457)     (19,960,029)
 Minority interest in net income of
  controlled subsidiaries                       -             (1,485,387)      (1,485,387)
-------------------------------------------------------------------------------------------
 NET INVESTMENT INCOME (LOSS)            $    3,427,540   $     (331,538)  $    3,096,002

 Net realized loss                          (20,116,001)      (1,157,768)     (21,273,769)
 Change in unrealized gain (loss)            40,208,914      (16,960,640)      23,248,274
-------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS OF REPORTABLE
  SEGMENTS                               $   23,520,453   $  (18,449,946)  $    5,070,507
-------------------------------------------------------------------------------------------
 Segment assets                          $3,404,421,331   $1,403,610,105   $4,808,031,436
 Segment liabilities                          1,227,020    1,563,180,083    1,564,407,103
-------------------------------------------------------------------------------------------
 NET ASSETS OF REPORTABLE SEGMENTS       $3,403,194,311   $ (159,569,978)  $3,243,624,333
-------------------------------------------------------------------------------------------
</TABLE>

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

                                       13
<PAGE>

The following tables reconcile the reported segment information to the condensed
consolidated  financial statements for the three months ended March 31, 2003 and
2002:


                                          Three Months Ended  Three Months Ended
                                          March 31, 2003      March 31, 2002
                                          ------------------  ------------------
Revenue:
 Revenue from reportable segments          $    47,436,738     $    54,810,439
 Unallocated revenue                               116,781               9,863
                                          ------------------  ------------------
TOTAL REVENUE                              $    47,553,519     $    54,820,302
                                          ------------------  ------------------
Net increase (decrease) in net assets
 from operations:
  Net increase (decrease) in net assets
    from operations of reportable segments $   (96,056,589)    $     5,070,507
  Unallocated revenue                              116,781               9,863
  Unallocated expenses **                         (914,976)         (1,430,555)
                                          ------------------  ------------------
TOTAL NET INCREASE (DECREASE) IN NET
 ASSETS FROM OPERATIONS                    $   (96,854,784)    $     3,649,815
                                          ------------------  ------------------

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

Net assets:
 Net assets of reportable segments         $ 2,164,751,107     $  3,243,624,333
 Unallocated cash                                2,271,959              982,803
 Short-term investments                          5,135,000              579,000
 Loan payable-Credit Facility                  (14,743,000)         (33,254,000)
 Other liabilities                                (134,904)            (232,108)
                                          ------------------  ------------------
Total net assets                           $ 2,157,280,162     $  3,211,700,028
                                          ------------------  ------------------

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

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

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

                                       14
<PAGE>

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31,  2003,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2002

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was -4.26% for the quarter
ended March 31,  2003.  This return  reflects a decrease in the Fund's net asset
value per share  from  $82.94 to $79.01  and a  distribution  of $0.43 per share
during the  quarter.  For  comparison,  the Standard & Poor's 500 Index (the S&P
500),  an unmanaged  index of large  capitalization  stocks  commonly  used as a
benchmark for the U.S. equity market, had a total return of -3.15% over the same
period.(2) The Fund outperformed Tax-Managed Growth Portfolio (the Portfolio) by
approximately  0.45% during the period.  Last year,  the Fund had a total return
performance of 0.13% for the quarter ended March 31, 2002. This return reflected
an increase in the Fund's net asset value per share from $106.98 to $107.12. For
comparison, the S&P 500 had a total return of 0.28% over the same period.(2) The
performance  of the Fund trailed that of the  Portfolio by  approximately  0.70%
during the period.

PERFORMANCE OF THE PORTFOLIO. War angst coupled with rising oil prices, domestic
terrorist fears, and negative investor sentiment contributed to continued market
volatility  in the  first  quarter  of 2003.  The  quarter  was  marked by a few
leadership  reversals from the same period last year.  Particularly  of note was
the  dominance  of large  capitalization  and  growth  related  stocks,  and the
divergence in performance of growth oriented sectors and  sub-industries  during
the quarter.  Most major domestic  benchmarks  experienced  negative returns and
only two of the S&P 500 sectors had gains during the period.

The best  performing  sector of the S&P 500 during the first quarter of 2003 was
health care, while the telecommunications services sector continued to trail the
performance  of the S&P 500.  Market  leading  industries  in the first  quarter
included computer software,  biotechnology,  and managed health care.  Defensive
groups such as food  distributors,  material  manufacturing,  and drug retailing
realized weaker quarterly returns during the period.

In this challenging  environment,  the performance of the Portfolio trailed that
of the overall  market mostly due to lower exposure to more  aggressive  sectors
and  industries.  During the quarter,  Boston  Management  and Research  (Boston
Management),  the Portfolio's  investment  adviser,  emphasized  industrials and
consumer staples sectors, a continuing theme from last year. While this emphasis
has been productive in prior periods, it hurt Portfolio returns during the first
quarter of 2003.  Relatively  stronger stock selection within the airfreight and
logistics,  personal products and beverages  sub-industries partially offset the
negative performance of these sectors during the quarter.

Boston  Management  gradually  increased the Portfolio's  exposure to the energy
sector  (particularly  the oil and  gas  industries)  during  the  quarter  to a
relatively  higher  allocation from its neutral standing versus the S&P 500 last
year.  Boston  Management  slightly  trimmed the  Portfolio's  positions  in the
healthcare  and  financial  sectors from last year's  levels,  primarily  due to
fundamental  and  political  headwinds.  Lack  of  earnings  visibility  in  the
information technology sector prompted a continued underweight allocation versus
the S&P 500. The Portfolio also  underweighted the  telecommunications  services
sector  during the  quarter,  which was the S&P 500's  worst  performing  sector
during the period.  Boston  Management  believes  that these  sector  shifts are
appropriate for the longer-term positioning of the Portfolio.

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

(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.
(2)  It is not possible to invest directly in an index.

                                       15
<PAGE>

PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  For the quarter ended March 31, 2003,
the Fund's real estate  operations  (conducted  principally  through Real Estate
Joint Ventures)  reflected  weakening  multifamily  market  fundamentals and the
uncertain  outlook for the U.S.  economy as a whole.  Rental income decreased to
$28.3  million for the quarter  ended March 31, 2003 from $37.7  million for the
quarter  ended  March 31,  2002,  a decrease  of $9.4  million or 25%.  Property
operating expenses (before debt service and excluding certain operating expenses
of Belcrest Realty Corporation  (Belcrest Realty) of approximately $1.9 million)
also  decreased to $13.9 million for the quarter ended March 31, 2003 a decrease
of $3.1  million or 18%. The  declines in rental  income and property  operating
expenses were  principally a result of the Fund's sale of its  investment in Bel
Apartment  Properties Trust and Bel Communities Property Trust (Bel Communities)
during March and October 2002,  respectively.  However, during the quarter ended
March  31,  2003,  Real  Estate  Joint  Venture   operations  were  affected  by
deteriorating  multifamily  market  fundamentals  in most  regions  with falling
occupancy  levels and rising rent  concessions.  Given the  continued  uncertain
outlook  for the U.S.  economy  as a whole,  expectations  are that real  estate
operating results in 2003 will be modestly below the levels of 2002.

Due  primarily to the sale of the Fund's  investment in Bel  Communities  during
2002,  the estimated  fair value of the real  properties  held through  Belcrest
Realty was lower at the end of the first  quarter of 2003  compared to the first
quarter  of 2002.  At March  31,  2003,  the  estimated  fair  value of the real
properties held through  Belcrest  Realty was $623.8 million  compared to $839.3
million at March 31, 2002, a decrease of $215.5  million or 26%. The decrease in
estimated  fair value of the real  properties  was also due, in part,  to modest
decreases in property  values  resulting  from  declines in  near-term  earnings
expectations  and  the  economic  downturn.   The  Fund  recognized   unrealized
depreciation of the estimated fair value of its other real estate investments of
approximately $24.6 million for the quarter ended March 31, 2003. Despite weaker
market  conditions,  declines in asset values for  multifamily  properties  have
generally been modest as decreases in  capitalization  rates have largely offset
declining income levels.

For the quarter  ended March 31, 2003,  the Fund's  investments  in  Partnership
Preference  Units  generally   benefited  from  declining   interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  As a result,  the Fund recognized  $32.8 million of
unrealized  appreciation in the estimated  value of the  Partnership  Preference
Units during the quarter ended March 31, 2003. At March 31, 2003,  the estimated
fair value of the Fund's  Partnership  Preference  Units totaled  $574.9 million
compared to $533.6 million at March 31, 2002, an increase of $41.3 million or 8%
primarily  due to  appreciation  recognized  as a result  of  market  conditions
similar to the first quarter 2003 market conditions  described above.  Dividends
received from the Partnership  Preference  Units for the quarter ended March 31,
2003 totaled $13.8 million compared to $13.1 million for the quarter ended March
31, 2002, an increase of $0.7 million or 5%. During March 2003,  Belcrest Realty
exchanged Partnership  Preference Units of one issuer for an equity interest in,
and notes receivable of, private real estate companies formerly  affiliated with
such issuer.  The  estimated  value of these  investments  at March 31, 2003 was
approximately $6.5 million.

PERFORMANCE  OF INTEREST  RATE  SWAPS.  For the  quarter  ended March 31,  2003,
interest  rate  swap  valuations  appreciated  modestly  by  approximately  $8.9
million, as initial optional  termination dates moved closer.  Approximately 42%
of existing notional  contract amounts will reach optional  termination over the
next four  quarters.  Offsetting  the  appreciation  were minimal  interest rate
decreases  during the first quarter of 2003,  which were in contrast to interest
rate  increases  during the first  quarter of 2002.  Valuations  appreciated  by
approximately  $11.3  million  for the  quarter  ended  March 31,  2002,  due to
increases in swap rates during the period.

                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,  2003 the loan  commitment  under the  Fund's  revolving  credit
facility  (the  Credit  Facility)  was  reduced  to  $950,000,000.  The Fund had
outstanding   borrowings  of  $737,150,000   and  unused  loan   commitments  of
$212,850,000 at March 31, 2003. There are no amounts  outstanding  under letters
of credit at March 31,  2003.  The Credit  Facility is being used  primarily  to
finance the Fund's equity in its real estate investments and will continue to be
used for such purpose in the future.  The Credit  Facility will also provide for
any short-term 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 for these purposes.

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

As of March 31,  2003 and  2002,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $52,781,474 and $38,513,800, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account relevant factors, data and information,  including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than  Partnership  Preference Units are generally stated at estimated fair
values based upon  independent  valuations  assuming an orderly  disposition  of
assets.  Detailed  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations for the Real Estate Joint Ventures,
reflect  results of operations and  distributions,  and may be adjusted if there
has been a significant  change in economic  circumstances  since the most recent
independent  valuation.  Given that such  valuations  include many  assumptions,
including but not limited to an orderly disposition of assets, values may differ

                                       17
<PAGE>

from amounts ultimately  realized.  Boston Management,  as the Fund's investment
adviser,  determines  the value of interest  rate  swaps,  and, in doing so, may
consider among other things, dealer and counter-party quotes and pricing models.

The policies for valuing real estate investments involve  significant  judgments
that are based upon, without limitation, general economic conditions, the supply
and demand for  different  types of real  properties,  the  financial  health of
tenants,  the timing of lease  expirations  and  terminations,  fluctuations  in
rental rates and operating costs, exposure to adverse  environmental  conditions
and losses from  casualty  or  condemnation,  interest  rates,  availability  of
financing,  managerial  performance and government  rules and  regulations.  The
valuations  of  Partnership  Preference  Units  held  by the  Fund  through  its
investment  in  Belcrest  Realty  fluctuate  over time to  reflect,  among other
factors, changes in interest rates, changes in perceived riskiness of such units
(including  call risk),  changes in the  perceived  riskiness of  comparable  or
similar  securities  trading in the public market and the  relationship  between
supply and demand for  comparable  or similar  securities  trading in the public
market.

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

                                       18
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Interest Rate Sensitivity
                                      Cost, Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended March 31,

                                                                                                                   Estimated
                                          2004-2005       2006        2007-2008     Thereafter        Total        Fair Value
                                        ------------- ------------- ------------- -------------- --------------- --------------
<S>                                     <C>            <C>          <C>            <C>             <C>             <C>

 Rate sensitive
 liabilities:
---------------------------------------
 Long-term debt:
---------------------------------------
 Fixed-rate mortgages                                  $11,570,127                 $528,245,581    $539,815,708    $596,000,000
 Average interest rate                                    6.90%                        7.57%          7.55%
---------------------------------------
 Variable-rate Credit Facility                         $737,150,000                                $737,150,000    $737,150,000
 Average interest rate                                     1.73%                                       1.73%
-----------------------------------------------------------------------------------------------------------------------------------
 Rate sensitive derivative financial
 instruments:
---------------------------------------
 Pay fixed/
 Receive variable interest rate swap
 contracts                                             $946,691,942                                $946,691,942    $(52,781,474)
 Average pay rate                                          7.03%                                      7.03%
 Average receive rate                                      1.73%                                      1.73%
-----------------------------------------------------------------------------------------------------------------------------------
 Rate sensitive investments:
---------------------------------------
 Fixed-rate Partnership Preference
 Units:
---------------------------------------
 Bradley Operating Limited
 Partnership, 8.875% Series B
 Cumulative Redeemable Perpetual
 Preferred Units, Callable 2/23/04,
 Current Yield: 9.09%                                                              $ 23,799,036    $ 23,799,036    $ 23,829,235
---------------------------------------
 Camden Operating, L.P., 8.50% Series
 B Cumulative Redeemable Perpetual
 Preferred Units, Callable 2/23/04,
 Current Yield: 8.32%                                                              $  4,076,090    $  4,076,090    $  4,343,500
---------------------------------------
 Colonial Realty Limited Partnership,
 8.875% Series B Cumulative Redeemable
 Perpetual Preferred Units, Callable
 2/23/04, Current Yield: 8.87%                                                     $ 50,744,840    $ 50,744,840    $ 51,530,900
---------------------------------------
 Essex Portfolio, L.P., 9.125% Series
 C Cumulative Redeemable Preferred
 Units, Callable 11/24/03, Current
 Yield: 9.01%                                                                      $ 21,000,000    $ 21,000,000    $ 21,278,838
---------------------------------------
 Liberty Property L.P., 9.25%, Series
 B Cumulative Redeemable Preferred
 Units, Callable 7/28/04, Current
 Yield: 8.91%                                                                      $ 64,025,574    $ 64,025,574    $ 66,561,750
---------------------------------------
 MHC Operating Limited Partnership, 9%
 Series D Cumulative Redeemable
 Perpetual Preference Units, Callable
 9/29/04, Current Yield: 9.00%                                                     $ 75,000,000    $ 75,000,000    $ 74,340,000

                                       19
<PAGE>
---------------------------------------
 National Golf Operating Partnership
 L.P., 9.3% Series A Cumulative
 Redeemable Preferred Units, Callable
 3/4/03, Current Yield: 9.37%                                                      $ 27,877,518    $ 27,877,518    $ 31,320,144
---------------------------------------
 National Golf Operating Partnership
 L.P., 9.3% Series B Cumulative
 Redeemable Preferred Units, Callable
 7/28/04, Current Yield: 9.31%                                                     $ 29,833,200    $ 29,833,200    $ 29,976,000
---------------------------------------
 PSA Institutional Partners, L.P.,
 9.50% Series N Cumulative Redeemable
 Perpetual Preferred Units, Callable
 3/17/05, Current Yield: 9.07%                                                     $ 55,375,000    $ 55,375,000    $ 58,010,850
---------------------------------------
 Price Development Company, L.P.,
 8.95% Series B Cumulative Redeemable
 Preferred Partnership Units, Callable
 7/28/04, Current Yield: 9.61%                                                     $ 64,089,925    $ 64,089,925    $ 59,971,750
---------------------------------------
 Regency Centers, L.P., 9.125% Series
 D Cumulative Redeemable Preferred
 Units, Callable 9/29/04, Current
 Yield: 8.69%                                                                      $ 35,000,000    $ 35,000,000    $ 36,732,500
---------------------------------------
 Summit Properties Partnership, L.P.,
 8.95% Series B Cumulative Redeemable
 Perpetual Preferred Units, Callable
 4/29/04, Current Yield: 9.07%                                                     $ 55,108,570    $ 55,108,570    $ 54,621,900
---------------------------------------
 Urban Shopping Centers, L.P., 9.45%
 Series D Cumulative Redeemable
 Perpetual Preferred Units, Callable
 10/1/04, Current Yield: 9.10%                                                     $ 60,000,000    $ 60,000,000    $ 62,334,480
---------------------------------------
Fixed-rate investment in note receivable:
---------------------------------------
Fixed rate note receivable, 8%                                                     $  3,391,673    $  3,391,673    $  3,391,673
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 4.  CONTROLS AND PROCEDURES

Within  the  90-day  period  prior to the  filing of this  report,  Eaton  Vance
Management (Eaton Vance) , as the Fund's manager, and the Fund's Chief Executive
Officer  and  Chief  Financial  Officer  have  conducted  an  evaluation  of the
effectiveness  of  disclosure  controls and  procedures  pursuant to Rule 13a-14
under the Securities Exchange Act of 1934, as amended. Based on that evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
disclosure  controls  and  procedures  are,  to the  best  of  their  knowledge,
effective in ensuring that all material information required to be filed in this
quarterly  report  has been made known to them in a timely  fashion.  There have
been no  significant  changes in  internal  controls,  or in factors  that could
significantly  affect  internal  controls,  subsequent  to the  date  the  Chief
Executive Officer and Chief Financial Officer completed their evaluation.

                                       20
<PAGE>

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Fund's organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial Officer intend to report any
significant  deficiency  in the design or operation of internal  controls  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
controls to Eaton Vance.

                                       21
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

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

Item 2.   Changes in Securities and Use of Proceeds.

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          No matters  were  submitted to a vote of security  holders  during the
          three months ended March 31, 2003.

Item 5.   Other Information.

          None.

Item 6.   Exhibits and Reports of Form 8-K:

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

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

          99.2   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.

                                       22
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 15, 2003.




                                             BELCREST CAPITAL FUND LLC
                                             (Registrant)


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

                                       23
<PAGE>

                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Thomas E. Faust Jr., certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Belcrest  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                             /s/ Thomas E. Faust Jr.
                                             -------------------------
                                              Thomas E. Faust Jr.
                                              Chief Executive Officer

                                       24
<PAGE>

                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION

I, Michelle A. Alexander, certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Belcrest  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                             /s/ Michelle A. Alexander
                                             ----------------------------
                                              Michelle A. Alexander
                                              Chief Financial Officer

                                       25
<PAGE>

                                  EXHIBIT INDEX

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

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

                                       26