<PAGE>


                                  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, 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 25

<PAGE>


                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION                                              Page

Item 1.  Condensed Consolidated Financial Statements                          3

         Condensed Consolidated Statements of Assets and Liabilities
          as of March 31, 2001 (unaudited) and December 31, 2000              3

         Condensed Consolidated Statements of Operations (unaudited)
          for the Three Months Ended March 31, 2001 and 2000                  4

         Condensed Consolidated Statements of Changes in Net Assets
          (unaudited) for the Three Months Ended March 31, 2001 and 2000      6

         Condensed Consolidated Statements of Cash Flows (unaudited) for
          the Three Months Ended March 31, 2001 and 2000                      7

         Notes to Condensed Consolidated Financial Statements as of
          March 31, 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          18

PART II -OTHER INFORMATION

Item 1.  Legal Proceedings                                                   23

Item 2.  Changes in Securities and Use of Proceeds                           23

Item 3.  Defaults Upon Senior Securities                                     23

Item 4.  Submission of Matters to a Vote of Security Holders                 23

Item 5.  Other Information                                                   23

Item 6.  Exhibits and Reports                                                23


SIGNATURES                                                                   24

                                       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,
                                                     2001           December 31,
                                                  (Unaudited)           2000
                                                  -----------       ------------
Assets:
  Investment in Belvedere Capital LLC           $3,503,067,061    $3,955,678,939
  Investment in real estate partnership
   preference units                                737,772,729       688,626,007
  Investment in other real estate                1,189,281,287       879,987,063
  Short-term investments                                     -        27,890,159
                                                --------------    --------------
          Total investments                     $5,430,121,077    $5,552,182,168
  Cash                                               9,902,707        10,419,784
  Cash - security deposits                           1,788,039           970,626
  Dividends receivable                              10,201,118        12,288,687
  Escrow deposits - restricted                      12,781,795        12,078,851
  Prepaid and deferred expenses                      8,035,384         6,210,987
  Accounts receivable and other assets               2,846,661         2,982,937
  Swap interest receivable                                   -           369,857
                                                --------------    --------------
          Total assets                          $5,475,676,781    $5,597,503,897
                                                --------------    --------------

Liabilities:
  Loan payable                                  $1,087,850,000    $1,006,250,000
  Mortgage payable, net of unamortized debt
   issuance costs                                  863,631,387       648,625,391
  Open interest rate swap contracts, at value       34,319,656        12,829,857
  Security deposits                                  3,301,573         2,698,676
  Swap interest payable                              1,525,832                 -
  Payable for Fund shares redeemed                     855,592                 -
  Accrued expenses:
    Interest expense                                 7,695,453        14,713,521
    Accrued property taxes                           7,721,084         8,062,588
    Other accrued expenses                           6,934,862         4,349,200
  Other liabilities                                    879,671         2,823,496
  Minority interest in controlled subsidiaries     114,106,690        90,050,037
                                                --------------    --------------
          Total liabilities                     $2,128,821,800    $1,790,402,766
                                                --------------    --------------
 Net assets                                     $3,346,854,981    $3,807,101,131
                                                --------------    --------------

Shareholders' Capital
                                                --------------    --------------
  Shareholders' capital                         $3,346,854,981    $3,807,101,131
                                                --------------    --------------

Shares Outstanding                                  31,357,255        31,646,617
                                                --------------    --------------

Net Asset Value and Redemption Price Per Share         $106.73           $120.30
                                                --------------    --------------

                                       3

<PAGE>


BELCREST CAPITAL FUND LLC
 Condensed Consolidated Statements of
 Operations (Unaudited)                              Three months   Three months
                                                        ended           ended
                                                      March 31,       March 31,
                                                        2001            2000
                                                     -----------     -----------
Investment Income:
  Dividends allocated from Belvedere Capital
   (net of foreign taxes of $55,431,
   and $73,904, respectively)                       $ 8,668,868     $ 9,197,270
  Interest allocated from Belvedere Capital           1,559,201       1,538,993
  Expenses allocated from Belvedere Capital          (5,615,876)     (6,088,691)
                                                    ------------    ------------
  Net investment income allocated from
  Belvedere Capital                                 $ 4,612,193     $ 4,647,572
  Dividends from partnership preference units        17,513,290      22,605,095
  Rental income                                      35,921,097         337,500
  Interest                                              488,999         102,834
                                                    ------------    ------------
Total investment income                             $58,535,579     $27,693,001
                                                    ------------    ------------

Expenses:
  Investment advisory and administrative fees       $ 3,453,830     $ 3,245,779
  Property management fees                            1,389,255               -
  Distribution and servicing fees                     1,335,808       1,429,282
  Interest expense on credit facility                16,489,831      18,684,030
  Interest expense on mortgages                      13,756,146         515,881
  Interest expense on swap contracts                  1,053,729       1,699,755
  Property and maintenance expenses                  11,142,980               -
  Property taxes and insurance                        3,812,618               -
  Legal and accounting services                         331,728       1,059,140
  Organizational expense                                363,360         155,000
  Amortization of deferred expenses                      39,294               -
  Custodian and transfer agent fees                      19,172          18,980
  Printing and postage                                    3,402           3,478
  Miscellaneous                                         785,969         118,089
                                                    ------------    ------------
Total expenses                                      $53,977,122     $26,929,414
Deduct -
  Reduction of investment adviser and
   administrative fee                                   912,140         979,413
                                                    ------------    ------------
Net expenses                                        $53,064,982     $25,950,001
                                                    ------------    ------------
Net investment income before minority interest
  in net income of controlled subsidiaries            5,470,597       1,743,000
Minority interest in net income of
  controlled subsidiaries                            (1,505,474)              -
                                                    ------------    ------------
Net investment income                               $ 3,965,123     $ 1,743,000
                                                    ------------    ------------

                                       4

<PAGE>

Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
  Investment transactions from Belvedere
   Capital (identified cost basis)                  $11,155 614     $60,132,746
  Investment transactions in partnership
   preference units (identified cost basis)                   -     (31,900,810)
                                                    -----------     ------------
Net realized gain                                   $11,155,614     $28,231,936
                                                    -----------     ------------
Change in unrealized appreciation (depreciation) -
  Investment in Belvedere Capital (identified
   cost basis)                                    $(465,712,673)    $172,922,121
  Investment in partnership preference units
   (identified cost basis)                           49,146,722        7,271,329
  Investment in other real estate (net of
   minority interest in unrealized loss of
   controlled subsidiaries of $698,289)              (3,448,611)               -
  Interest rate swap contracts                      (21,489,799)      10,475,738
                                                  --------------    ------------
Net change in unrealized                          $(441,504,361)    $190,669,188
  appreciation(depreciation)
                                                  --------------    ------------

Net realized and unrealized gain (loss)           $(430,348,747)     218,901,124
                                                  --------------    ------------
Net increase (decrease) in net assets from
  operations                                      $(426,383,624)    $220,644,124
                                                  ==============    ============





                                       5

<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets (Unaudited)
                                                Three Months       Three Months
                                                   ended               ended
                                               March 31, 2001     March 31, 2000
                                               --------------     --------------
Increase (Decrease) in Net Assets:
  Net investment income                        $   3,965,123      $   1,743,000
  Net realized gain on investment
   transactions                                   11,155,614         28,231,936
  Net change in unrealized appreciation
  (depreciation) of investments                 (441,504,361)       190,669,188
                                               --------------     --------------
  Net increase (decrease) in net assets
   from operations                             $(426,383,624)     $ 220,644,124
                                               --------------     --------------

 Transactions in Fund Shares -
   Net asset value of Shares redeemed          $ (33,460,034)     $ (48,668,501)
                                               --------------     --------------
   Net decrease in net assets from Fund
    Share transactions                         $ (33,460,034)     $ (48,668,501)
                                               --------------     --------------

 Distributions to Shareholders -
   Special distributions to Shareholders       $           -      $  (3,971,842)
   Minority shareholder of controlled
    subsidiary                                      (402,492)                 -
                                               --------------     --------------
 Total distributions                           $    (402,492)     $  (3,971,842)
                                               --------------     --------------

 Net increase (decrease) in net assets         $(460,246,150)     $ 168,003,781

 Net assets:
      Beginning of period                     $3,807,101,131     $3,920,612,531
                                              --------------     ---------------
      End of period                           $3,346,854,981     $4,088,616,312
                                              ==============     ===============





                                       6


<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                             <C>                 <C>

                                                                                Three months        Three months
                                                                                   ended               ended
                                                                                 March 31,           March 31,
                                                                                    2001                2000
                                                                                ------------        ------------
Cash flows From (For) Operating Activities -
Net investment income                                                           $  3,965,123        $  1,743,000
Adjustments to reconcile net investment income to net
 cash flows used for operating activity -
   Amortization of deferred expenses                                                  39,294                   -
   Amortization of debt issuance costs                                               199,333
   Net investment income allocated from Belvedere Capital                         (4,612,193)         (4,647,572)
   Increase) decrease in dividends receivable                                      2,087,569         (12,211,629)
   Increase in deferred expenses                                                  (2,296,793)         (7,873,111)
   Increase in escrow deposits                                                      (702,944)                  -
   Increase in security deposits                                                    (817,413)
   Increase in interest payable for open swap contracts                            1,895,689             838,738
   Decrease in prepaid expenses                                                      433,102                   -
   Increase in other receivables                                                      (8,539)           (392,680)
   Decrease in other assets                                                        2,326,388                   -
   Decrease in accrued property taxes                                               (341,504)                  -
   Decrease in accrued interest, accrued operating expenses
    and other liabilities                                                         (8,355,877)         (1,785,303)
   Improvements to property                                                       (1,991,053)                  -
   Purchases of partnership preference units                                               -        (102,500,000)
   Payments for investments in other real property                               (71,425,160)        (69,955,217)
   Sales of partnership preference units                                                   -         185,028,100
   Net (increase) decrease in investment in Belvedere Capital                    (27,352,517)         24,898,7257
   (Increase) decrease in short-term investments                                  27,890,159         (16,387,281)
   Minority interest in net income of controlled subsidiaries                      1,505,474                   -
                                                                                -------------      --------------
   Net cash flows used for operating activities                                 $(77,561,862)      $  (3,244,698)
Cash Flows From (For) Financing Activities -
   Proceeds from loan                                                           $ 81,600,000       $   4,150,000
   Payments on mortgages                                                          (1,008,862)            (35,670)
   Payments for Fund Shares redeemed                                              (2,742,414)           (422,086)
   Payment of distributions                                                         (402,492)                  -
   Return of capital                                                                (401,447)                  -
                                                                                -------------      --------------
   Net cash flows from financing activities                                     $ 77,044,785       $   3,692,244

Net increase (decrease) in cash                                                     (517,077)            447,546

Cash at beginning of period                                                       10,419,784           5,028,304
                                                                                -------------      -------------
Cash at end of period                                                           $  9,902,707       $   5,475,850
                                                                                =============      =============

                                       7

<PAGE>


Supplemental Disclosure and Non-cash Investing and
Financing Activities-
  Change in unrealized appreciation of investments and
   open swap contracts                                                          $(441,504,361)     $ 190,669,188
  Interest paid for loan                                                        $  23,574,162      $  20,849,429
  Interest received (paid) for swap contracts                                   $     841,960      $    (861,017)
  Interest paid for mortgages                                                   $  13,490,550                  -
  Market value of securities distributed in payment of redemptions              $  29,862,028      $  50,703,156
  Market value of real property and other assets, net of current
   liabilities, contributed to the Fund                                         $ 312,541,047      $ 511,878,233
  Mortgage assumed in connection with acquisition of real property              $ 217,307,500      $ 430,374,652

</TABLE>






                                       8

<PAGE>


BELCREST CAPITAL FUND LLC as of March 31, 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) and  interests in  controlled  real property
subsidiaries.

During the quarter  ended March 31,  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  a 75%  equity
interest  in  Monadnock,   and  a  minority  shareholder  owns  Class  B  units,
representing  a 25% equity  interest 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  include  the
accounts  of  Belcrest  Capital,  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 Fund
and  subsidiaries  as of March 31,  2001 and  March  31,  2000 and for the three
months  ended March 31, 2001 and March 31, 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 generally
accepted  accounting  principles  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

                                       9

<PAGE>

adequate to present  fairly the 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.


3 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
three  months  ended  March 31, 2001  aggregated  $52,926,050  and  $55,593,062,
respectively,  and for the three months ended March 31, 2000 aggregated $330,915
and $75,820,796,  respectively. There were no purchases and sales of partnership
preference units for the three months ended March 31, 2001. For the three months
ended  March  31,  2000  purchase  and  sales of  partnership  preference  units
aggregated  $102,500,000 and  $185,028,100,  respectively.  For the three months
ended March 31, 2001, acquisition of other real property aggregated $71,425,160.
For the three months ended March 31, 2000,  acquisitions  of other real property
aggregated $69,955,217.

Sales of partnership preference units for the three months ended March 31, 2000,
include amounts sold to other funds sponsored by Eaton Vance Management (EVM).


4 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio  at  March  31,  2001  was
$9,248,868,309 representing 54.7% of the Portfolio's net assets and at March 31,
2000 was  $8,634,584,697  representing  52.1% of the Portfolio's net assets. The
Fund's  investment  in  Belvedere  Capital at March 31, 2001 was  $3,503,067,061
representing  37.9% of Belvedere  Capital's net assets and at March 31, 2000 was
$4,243,029,573, representing 49.1% of Belvedere Capital's net assets. Investment
income  allocated to Belvedere  Capital from the  Portfolio for the three months
ended March 31, 2001 totaled $25,944,565,  of which $10,228,069 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the Portfolio
for the  three  months  ended  March  31,  2000  totaled  $20,402,874,  of which
$10,736,263 was allocated to the Fund.  Expenses  allocated to Belvedere Capital
from  the   Portfolio  for  the  three  months  ended  March  31,  2001  totaled
$10,657,687,  of which $4,193,046 was allocated to the Fund.  Expenses allocated
to  Belvedere  Capital from the  Portfolio  for the three months ended March 31,
2000  totaled  $8,688,745,  of  which  $4,547,358  was  allocated  to the  Fund.
Belvedere  Capital allocated  additional  expenses to the Fund of $1,422,830 for
the three  months  ended  March 31,  2001,  representing  $36,396  of  operating
expenses and $1,386,434 of service fees.  Belvedere Capital allocated additional
expenses to the Fund of  $1,541,333  for the three  months ended March 31, 2000,
representing  $36,486 of operating expenses and $1,504,847 of service fees (Note
8).

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

                                       10

<PAGE>


<TABLE>
<CAPTION>
       <S>                                   <C>                      <C>                       <C>

                                                March 31,               December 31,               March 31,
                                                  2001                      2000                     2000
                                           ----------------------------------------------------------------------
       Investments, at value                 $16,937,423,532          $18,318,105,043           $16,564,812,965
       Other Assets                               32,010,878              251,324,504                18,352,819
       ----------------------------------------------------------------------------------------------------------

       Total Assets                          $16,969,434,410          $18,569,429,547           $16,583,165,784
       Total Liabilities                          59,756,296              184,360,662                 2,651,935
       ---------------------------------------------------------------------------------    ---------------------

       Net Assets                            $16,909,678,114          $18,385,068,885           $16,580,513,849
       ==========================================================================================================
       Dividends and interest                $    48,190,173          $   189,740,537           $    40,223,600

       Investment adviser fee                     19,128,089               73,317,616                16,618,292
       Other expenses                                640,516                2,500,093                   459,694

       ----------------------------------------------------------------------------------------------------------
       Total expenses                        $    19,768,605          $    75,817,709           $    17,077,986
       ----------------------------------------------------------------------------------------------------------

       Net investment income                 $    28,421,568          $   113,922,828           $    23,145,614
       Net realized gains                         52,532,750              196,962,539               224,041,217
       Net change in unrealized               (2,205,600,689)             141,360,943               597,012,900
          gains (losses)

       ----------------------------------------------------------------------------------------------------------
       Net increase (decrease) in
           net assets from operations        $(2,124,646,371)         $   452,246,310           $   844,199,731
       ----------------------------------- ----------------------------------------------------------------------
</TABLE>


5 Rental Property

The average occupancy rate for real property held by Bel Alliance, consisting of
13,833  residential  units, was  approximately  94% at March 31, 2001 and 93% at
December 31, 2000.  The average  occupancy  rate for real  property  held by Bel
Apartment, consisting of 2,530 residential units, was approximately 96% at March
31, 2001 and 95% at December  31,  2000.  The  average  occupancy  rate for real
property held by Bel  Communities,  consisting of 2,624  residential  units, was
approximately  96% at March 31, 2001 and 96% at December 31,  2000.  The average
occupancy  rate  for  real  property  held by  Monadnock,  consisting  of  4,614
residential  units, was  approximately  96% at March 31, 2001. The real property
held by BSA,  consisting of two suburban office buildings,  was 100% occupied at
Match 31, 2001 and December 31, 2000.  The value of real  property  owned by the
Fund through BSA, Bel Alliance, Bel Apartment,  Bel Communities and Monadnock at
March 31, 2001 and at December 31, 2000, is as follows:


                                            March 31, 2001     December 31, 2000
                                           ---------------     -----------------
Land                                       $  210,933,733        $160,169,027
Buildings, improvements and other assets      978,347,554         719,818,036
                                           ---------------     -----------------
Fair value                                 $1,189,281,287        $879,987,063
                                           ---------------     -----------------


6 Cancelable Interest Rate Swap Agreements

The Fund may enter 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 March 31, 2001 and December 31, 2000, the Fund
has entered into  cancelable  interest rate swap  agreements  with Merrill Lynch
Capital Services, Inc.

                                       11

<PAGE>
<TABLE>
<CAPTION>
<S>             <C>           <C>         <C>             <C>               <C>               <C>                 <C>

                                                                                               Unrealized          Unrealized
                                                            Initial                           Appreciation        Appreciation
                Notional                                    Optional           Final          Depreciation)       (Depreciation)
Effective        Amount       Fixed       Floating        Termination       Termination       at March 31,        at December 31,
  Date           (000's       Rate          Rate             Date              Date               2001                 2000
                omitted)
------------------------------------------------------------------------------------------------------------------------------------
  11/98          68,750       6.225%     Libor + .45%      11/24/03          11/24/05         $  (403,653)          $1,196,307
  11/98          24,528       6.295%     Libor + .45%      05/24/03          11/24/05            (141,186)             411,928
  11/98          41,368       6.310%     Libor + .45%      02/24/03          11/24/05            (211,701)             706,962
  02/99           9,030       6.505%     Libor + .45%      03/04/03          11/24/05             (89,573)             102,930
  02/99          21,996       6.497%     Libor + .45%      04/20/03          11/24/05            (232,830)             244,166
  02/99          20,018       6.439%     Libor + .45%      11/24/03          11/24/05            (256,713)             199,789
  02/99         111,000       6.407%     Libor + .45%      02/23/04          11/24/05          (1,484,291)           1,082,897
  04/99          80,000       6.555%     Libor + .45%      04/28/04          11/24/05          (1,567,814)             273,503
  04/99          16,468       6.720%     Libor + .45%      02/06/03          11/24/05            (248,294)              88,815
  04/99          12,671       6.618%     Libor + .45%      11/24/03          11/24/05            (234,997)              49,102
  04/99          15,105       6.590%     Libor + .45%      02/23/04          11/24/05            (294,053)              49,789
  07/99          26,516       7.308%     Libor + .45%      11/24/03          11/24/05          (1,048,854)            (496,405)
  07/99          40,193       7.301%     Libor + .45%      02/23/04          11/24/05          (1,696,326)            (840,927)
  07/99          10,109       7.237%     Libor + .45%      04/29/04          11/24/05            (427,081)            (207,635)
  07/99         155,000       7.231%     Libor + .45%      07/28/04          11/24/05          (6,937,638)          (3,515,996)
  09/99          17,674       7.700%     Libor + .45%      02/23/04          11/24/05            (961,795)            (600,675)
  09/99           9,833       7.635%     Libor + .45%      07/28/04          11/24/05            (573,495)            (363,677)
  09/99          43,000       7.653%     Libor + .45%      09/17/04          11/24/05          (2,611,802)          (1,686,087)
  09/99          35,024       7.644%     Libor + .45%      07/28/04          11/24/05          (2,053,132)          (1,306,409)
  09/99         212,000       7.622%     Libor + .45%      09/28/04          11/24/05         (12,742,899)          (8,156,580)
  09/99           1,907       7.580%     Libor + .45%      04/29/04          11/24/05            (101,529)             (61,654)
                                                                                             -------------        -------------
  Total                                                                                      $(34,319,656)        $(12,829,857)
</TABLE>


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 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 March 31, 2001 and December 31, 2000,  excluding  unamortized  debt  issuance
costs, are as follows:

<TABLE>
<CAPTION>
<S>                      <C>                        <C>                          <C>                   <C>

                                                    Monthly Principal            Balance at            Balance at
                         Annual Interest            and Interest                 March 31,             December 31,
Maturity Date            Rate                       Payment                      2001                  2000
----------------         ------------------         --------------------         --------------        --------------
April 1, 2010                8.560%                   $  213,139                 $ 27,406,413          $  27,458,402
January 1, 2028              7.143%                      418,459                   59,900,343             60,083,860
July 1, 2009                 7.740%                      235,286                   32,447,847             32,524,700
April 1, 2010                8.640%                      308,577                   39,393,199             39,466,760
April 1, 2010                8.640%                      236,624                   30,207,602             30,264,010
April 1, 2010                8.560%                      224,163                   28,823,993             28,878,713
April 1, 2010                8.560%                      173,885                   22,358,959             22,401,406
May 1, 2009                  7.250%                       36,155                    5,214,509              5,228,274
February 1, 2009             7.220%                      313,618                   45,225,975             45,348,838
February 1, 2009             7.220%                      332,517                   47,951,315             48,081,581
July 1, 2009                 7.830%                      277,228                   37,913,211             38,001,415
                                                    --------------------         --------------        --------------
Total                                                 $2,769,651                 $376,843,366          $ 377,737,959
                                                    --------------------         --------------        --------------
</TABLE>

                                       12


<PAGE>

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
March 31, 2001 and December 31, 2000 are as follows:


Maturity   Annual          Monthly Interest   Balance at       Balance at
Date       Interest Rate   Payment*           March 31, 2001   December 31, 2001
--------   -------------   ----------------   --------------   -----------------
May 1, 2010   8.330%          $ 745,323        $107,369,483       $107,369,483

* 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
March 31, 2001 and December 31, 2000 are as follows:

Maturity   Annual          Monthly Interest   Balance at       Balance at
Date       Interest Rate   Payment*           March 31, 2001   December 31, 2001
--------   -------------   ----------------   --------------   -----------------
December 1,
2010          7.540%          $ 760,283        $121,000,000       $121,000,000

* 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  loan  secured  by
cross-collateralized first mortgage liens on such real property. The balances at
March 31, 2001 are as follows:

                                           Monthly Interest     Balance at
Maturity Date     Annual Interest Rate     Payment              March 31, 2001
-------------     --------------------     ----------------     --------------
April 1, 2011            7.89%               $  100,647         $ 15,307,500
April 1, 2011            6.57%                1,105,950          202,000,000
                                           ----------------     --------------
                                             $1,206,597         $217,307,500
                                           ----------------     --------------

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

                                       13

<PAGE>


<TABLE>
<CAPTION>
<S>               <C>               <C>                     <C>                     <C>                        <C>


                                    Monthly
                                    Principal and                                   Monthly Principal
                  Annual            Interest                                        and Interest               Balance at
Maturity          Interest          Payment at              Balance at              Payment at                 December 31,
Date              Rate              March 31, 2001**        March 31, 2001          December 31, 2000**        2000
-------------     --------          ----------------        --------------          -------------------        ------------
July 10, 2015     7.180%            $ 337,500               $ 49,964,420            $ 337,500                  $ 50,078,689

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

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

Years Ending March 31,   Amount        Years Ending December 31,          Amount
----------------------   ------        -------------------------    ------------
2002                    $  3,753,465   2001                         $  3,797,253
2003                       4,046,959   2002                            4,100,974
2004                       4,414,814   2003                            4,429,166
2005                       5,403,859   2004                            5,611,627
2006                       5,804,727   2005                            6,077,951
Thereafter               849,060,945   Thereafter                    632,169,160
                        ------------                                ------------
                        $872,484,769                                $656,186,131
                        ------------                                ------------
</TABLE>


B Credit  Facility --  Belcrest  Capital has  obtained a  $1,150,000,000  Credit
Facility  with a term of seven  years  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 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 March 31, 2001 and  December  31,
2000, amounts  outstanding under the Credit Facility totaled  $1,087,850,000 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
three months ended March 31, 2001 and March 31, 2000 the advisory fee applicable
to the Portfolio was 0.44% (annualized) and 0.44% (annualized), respectively, of
average daily net assets.  Belvedere Capital's allocated portion of the advisory
fee was $10,312,208 of which  $4,110,947 was allocated to the Fund for the three
months ended March 31, 2001, and $8,455,108 of which $4,404,142 was allocated to
the Fund,  for the three  months ended March 31,  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
(including  the value of all assets of  Belcrest  Capital  other  than  Belcrest

                                       14

<PAGE>

Capital's  investment in BRC,  minus the sum of Belcrest  Capital's  liabilities
other than the  principal  amount of money  borrowed) and 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).  The  advisory  fee payable by the  Portfolio  with  respect to
Belcrest  Capital's  indirect  investment  in the  Portfolio is credited  toward
Belcrest Capital's advisory and administrative fee payment. For the three months
ended March 31, 2001 and March 31, 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 $3,453,830 and $3,245,779, respectively.

EVM serves as manager of Belcrest Capital and receives no separate  compensation
for services provided in such capacity.

Pursuant  to a servicing  agreement  between  Belvedere  Capital and Eaton Vance
Distributors,  Inc.  (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  $3,524,790  and  $2,876,452  for the three
months  ended  March  31,  2001  and  March  31,  2000,  respectively,  of which
$1,386,434  and  $1,504,847,  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 three
months ended March 31, 2001 and March 31, 2000,  the servicing fee paid directly
by Belcrest Capital totaled $423,668 and $449,869,  respectively. Of the amounts
allocated to and incurred by the Fund, for the three months ended March 31, 2001
and  March  31,  2000,  $1,810,102  and  $438,683,  respectively,  were  paid to
subagents.

As compensation for its services as placement agent, Belcrest Capital pays EVD a
monthly  distribution  fee at an annual rate of 0.10% of the  average  daily net
assets of Belcrest Capital.  For the three months ended March 31, 2001 and March
31, 2000,  Belcrest  Capital's  distribution fees paid or accrued to EVD totaled
$912,140 and  $979,413,  respectively.  BMR has agreed to waive a portion of the
monthly  advisory  and  administrative  fee payable by  Belcrest  Capital to the
extent that such fee, together with the monthly distribution fee to EVD, exceeds
an annual rate of 0.60% of the average daily gross investment assets of Belcrest
Capital  (other than  Belcrest  Capital's  investment  in BRC),  reduced by that
portion of the  monthly  advisory  fee for such month  payable by the  Portfolio
which is attributable to the value of Belcrest Capital's investment in Belvedere
Capital.  For the three months ended March 31, 2001 and March 31, 2000,  BMR has
waived $912,140 and $979,413 of the advisory and  administrative fee of Belcrest
Capital.

Bel  Alliance   indirectly   holds  real  property   through  eleven   operating
partnerships.   Each  operating  partnership  has  entered  into  or  assumed  a
management agreement with an affiliate of the Bel Alliance minority shareholder.
The  management   agreements  provide  for  a  management  fee  and  allows  for
reimbursement to the manager for all direct expenses incurred by the manager for
managing the Bel Alliance properties. For the three months ended March 31, 2001,
Bel Alliance  paid or accrued  management  fees  amounting to $852,068.  For the
three months ended March 31, 2000, Bel Alliance did not pay any management fees.

                                       15

<PAGE>

An  affiliate  of the Bel  Apartment  minority  shareholder  provides day to day
management of Bel Apartment pursuant to a management  agreement.  The management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred by the manager in  conjunction  with  managing Bel  Apartment
properties.  For the three months ended March 31, 2001,  Bel  Apartment  paid or
accrued management fees amounting to $220,716.

An affiliate of the Bel  Communities  minority  shareholder  provides day to day
management of Bel Communities pursuant to a management agreement. The management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred by the manager in conjunction  with managing Bel  Communities
properties.  For the three months ended March 31, 2001, Bel Communities  paid or
accrued management fees amounting to $235,658.


An  affiliate  of  the  Monadnock  minority  shareholder  provides  day  to  day
management  of Monadnock  pursuant to a  management  agreement.  The  management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred  by  the  manager  in  conjunction  with  managing  Monadnock
properties.  For the period from  inception,  March 13, 2001 to March 31,  2001,
Monadnock paid or accrued management fees amounting to $80,813.


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


Increases  and  decreases  in Belcrest  Capital's  net asset value per share are
derived from net investment income, and realized and unrealized gains and losses
on Belcrest  Capital's  interest (through  Belvedere  Capital) in the Portfolio,
real estate  investments held through BRC and any direct investments of Belcrest
Capital. Expenses of Belcrest Capital include its pro-rata share of the expenses
of Belvedere  Capital,  and indirectly the Portfolio,  as well as the actual and
accrued  expenses of Belcrest Capital and BRC,  including its subsidiaries  BSA,
Bel Alliance, Bel Apartment,  Bel Communities and Monadnock.  Belcrest Capital's
most  significant  expense  is  interest  incurred  on  borrowings  incurred  in
connection with its real estate  investments.  Belcrest  Capital'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 Belcrest Capital'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
Belcrest Capital 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 specific  stocks and classes of stocks in which the Portfolio
maintains large positions. Through the impact of interest rates on the valuation
of Belcrest  Capital's  investments in Partnership  Preference Units through BRC
and its positions in interest rate swap agreements,  the performance of Belcrest
Capital is also  affected by  movements  in interest  rates,  and  particularly,
changes in credit spread relationships.  On a combined basis, Belcrest Capital's
Partnership  Preference Units 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.

                                       16

<PAGE>

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2001

The Fund achieved total return performance of -11.3% for the quarter ended March
31,  2001.  This  return  reflects a decrease  in the Fund's net asset value per
share from $120.30 to $106.73.  For comparison,  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 -11.9% over the same period.

During the first quarter of 2001, the U.S. equity market performed poorly. Stock
price declines were widespread,  and were most severe in the formerly highflying
technology and telecom sectors.  Biotech and other  "aggressive  growth" sectors
also experienced  significant declines in the quarter. Value stocks outperformed
growth  stocks,  and small cap stocks bested large cap stocks.  Among the better
performers in the quarter were capital goods,  industrial,  consumer durable and
retail  stocks that are  positioned  to benefit from the lowering of  short-term
interest  rates  engineered  by the Federal  Reserve  during the quarter.  These
stocks  were,  in many cases,  trading at very  depressed  valuations  levels at
year-end. In this difficult  environment,  the performance of Tax-Managed Growth
Portfolio modestly exceeded that of the overall market. The relative performance
of the Fund  versus  the S&P 500 was  aided by  Tax-Managed  Growth  Portfolio's
modest   outperformance,   which   can  be   attributed   to   the   Portfolio's
valuation-sensitive  investment  approach and its  underweighting of most of the
worst-performing market sectors.

In the fixed income  markets,  the first  quarter saw stable  interest  rates on
benchmark government bonds and stable credit spreads. The series of rate cuts by
the Federal Reserve had little impact on the pricing of longer-term fixed income
obligations.  Changes  in  valuation  of  the  Fund's  holdings  of  partnership
preference  units and other real estate  investments had a small positive impact
on the Fund's performance during the period.


LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2001,  Belcrest Capital had outstanding  borrowings of $1,087.85
million under the Credit Facility  established with Merrill Lynch  International
Bank  Limited,  the term of which  extends  until  November 24,  2005.  Belcrest
Capital has available  under the Credit  Facility  $62.15 million in unused loan
commitments to meet short-term liquidity needs and for other purposes.

Belcrest  Capital  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
March 31, 2001,  the  Portfolio  had cash and  short-term  investments  totaling
$380.4  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 March 31, 2001,  and, as of
that date, the net assets of the Portfolio totaled $16,909.7 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 March 31,  2001,  restricted
securities, which are considered illiquid, constituted 2.7% of the net assets of
the Portfolio.

                                       17

<PAGE>

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities Act and are subject to substantial restrictions on transfer. As such,
they are considered illiquid.

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  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  similarly are  considered  illiquid,  and have been  structured as an
investment  of at  least  ten  years  (until  2010),  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
generally do not have the right to receive the proceeds of Fund  redemptions  in
cash.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

                                       18

<PAGE>


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.
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 1940 Act and because other investors in
the Portfolio are regulated investment companies under Subchapter M of the 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.

Interest Rate Risk
------------------


The Fund's  primary  exposure to interest rate risk arises from  investments  in
real  estate  Qualifying  Assets  that are  financed  with  floating  rate  bank
borrowings.  The interest  rate on borrowings  under the Fund's credit  facility
(the  "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. The
interest rate swap  agreements  are valued on an ongoing basis by the investment
adviser.   In  the  future,  the  Fund  may  use  other  interest  rate  hedging
arrangements (such as caps, floors and collars) to fix or limit borrowing costs.
The use of interest rate hedging arrangements is a specialized activity that may
be considered speculative and which can expose the Fund to significant loss.

                                       19

<PAGE>

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>
<CAPTION>
<S>                  <C>         <C>         <C>       <C>            <C>          <C>                <C>           <C>

                                                        Interest Rate Sensitivity
                                           Principal (Notional) Amount by Contractual Maturity
                                                  For the Twelve Months Ended March 31,


                     2002        2003        2004        2005         2006         Thereafter         Total         Fair Value

                   -----------------------------------------------------------------------------------------------------------------
Rate sensitive
liabilities:
----------------
Long term debt-
 variable rate
Credit Facility                                                    1,087,850,000                   1,087,850,000    1,087,850,000
Average
 Interest rate                                                         5.29%                           5.29%

Rate sensitive
 derivative
 financial
 instruments:
----------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts                                                      972,190,000                     972,190,000       34,319,656
Average pay
 rate                                                                  7.02%                           7.02%
Average
 Receive rate                                                          5.29%                           5.29%

</TABLE>



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
investment in a Real Estate Joint  Venture may be influenced by decisions  which
the Operating  Partner of such Venture may make on behalf of the property  owned
thereby and

                                       20

<PAGE>


potential  changes  in  the  specific  real  estate  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 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.

                                       21

<PAGE>


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
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.

                                       22

<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





                                       23

<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 May 15, 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


                                       24


<PAGE>


                                  EXHIBIT INDEX


21       List of subsidiaries













                                       25