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, 2000
                          Commission File No. 000-30509
                                              ---------

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


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


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


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

                                      None
                                      ----

    Former Name, Former Address and Former Fiscal Year, if changed since last
                                    report.

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

                                  Page 1 of 26


<PAGE>


                            Belcrest Capital Fund LLC
                                Index to Form 10Q
<TABLE>
<CAPTION>
<S>               <C>                                                                   <C>

PART I   -        FINANCIAL INFORMATION
                                                                                        Page

Item 1.           Consolidated Financial Statements                                      3

                  Consolidated Statements of Assets and Liabilities as of
                  March 31, 2000 (unaudited) and December 31, 1999                       3

                  Consolidated Statements of Operations For the Three Months Ended
                  March 31, 2000 and 1999  (unaudited)                                   4

                  Consolidated Statements of Changes in Net Assets For the Three
                  Months Ended March 31, 2000 and 1999 (unaudited)                       5

                  Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 2000 and 1999 (unaudited)                              6

                  Notes to Financial Statements as of March 31, 2000 (unaudited)         7


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                              18

Item 3.           Quantitative and Qualitative Disclosures About Market Risk             20

PART  II  -       OTHER INFORMATION

Item 1.           Legal Proceedings                                                      24

Item 2.           Changes in Securities and Use of Proceeds                              24

Item 3.           Defaults Upon Senior Securities                                        24

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

Item 5.           Other Information                                                      24

Item 6.           Exhibits                                                               24


SIGNATURES                                                                               25
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

PART I.           FINANCIAL INFORMATION
Item 1.           Consolidated Financial Statements
---------------------------------------------------
<S>                                                                     <C>                     <C>

 BELCREST CAPITAL FUND LLC
 Consolidated Statements of Assets and Liabilities

                                                                                March 31,
                                                                                  2000              December 31,
                                                                               (Unaudited)              1999
                                                                           -------------------   ------------------
 Assets:
     Investment in Belvedere Capital LLC                                       $4,243,029,573       $4,080,817,015
     Investment in real estate partnership preference units                       840,776,766          947,934,345
     Investment in other real estate                                              560,019,544                    -
     Short-term investments                                                        16,387,281                    -
                                                                           -------------------   ------------------
                                                                           -------------------   ------------------
            Total Investments                                                  $5,660,213,164       $5,028,751,360
     Cash                                                                           5,475,850
                                                                                                         5,028,304

     Receivable for open swap contracts                                            41,661,488           31,185,750
     Dividends receivable                                                          13,728,348            1,516,719
     Prepaid and deferred expenses                                                  9,388,753                    -
     Escrow deposits - restricted                                                   4,886,512                    -
     Swap interest receivable                                                               -              327,250
     Other receivables                                                                942,042
                                                                                                                 -
                                                                           -------------------   ------------------
             Total Assets                                                      $5,736,296,157       $5,066,809,383
                                                                           -------------------   ------------------

 Liabilities:
    Loan payable                                                               $1,134,150,000       $1,130,000,000
    Mortgage payable                                                              430,338,982                    -
    Minority interest in controlled real estate subsidiaries                       60,141,569              208,000
    Special distributions payable                                                   3,971,842                    -
    Deferred income                                                                 3,063,983                    -
    Security deposits                                                               2,108,852
    Payable for Fund shares redeemed                                                   22,896            2,479,636
    Payable to affiliate for distribution fees                                              -              312,417
    Payable to affiliate for investment advisory fees                                  18,789                    -
    Accrued Expenses
        Interest expense                                                           11,569,453           13,009,314
        Accrued property taxes                                                      1,648,319                    -
        Other accrued expenses                                                        645,160
                                                                                                           187,485
                                                                           -------------------   ------------------
                                                                           -------------------   ------------------
             Total Liabilities                                                 $1,647,679,845       $1,146,196,852
                                                                           -------------------   ------------------
                                                                           -------------------   ------------------
 Net assets                                                                    $4,088,616,312       $3,920,612,531
                                                                           ===================   ==================

 Shareholders' Capital
                                                                           -------------------   ------------------
     Shareholders' capital                                                     $4,088,616,312       $3,920,612,531
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
Shares Outstanding                                                                 32,612,066           33,007,386
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
                                                                           -------------------   ------------------
Net Asset Value and Redemption Price Per Share                                        $125.37              $118.78
                                                                           -------------------   ------------------
</TABLE>

                                       3
<PAGE>

BELCREST CAPITAL FUND LLC

 Consolidated Statements of Operations  (unaudited)
<TABLE>
<CAPTION>
<S>                                                                                             <C>                 <C>
                                                                                                 Three months       Three months
                                                                                                     ended              ended
                                                                                                   March 31,          March 31,
                                                                                                     2000               1999
                                                                                                ----------------   ----------------
 Investment Income:
      Dividends allocated from Belvedere Capital  (net of foreign taxes of
      $73,904 and $29,620 for March 31, 2000 and 1999, respectively)                                 $9,197,270         $2,043,750
      Interest allocated from Belvedere Capital                                                       1,538,993            510,515
      Expenses allocated from Belvedere Capital                                                      (6,088,691)        (1,290,282)
                                                                                                     ----------         -----------
      Net investment income allocated from Belvedere Capital                                        $4,647,572         $1,263,983
      Dividends from partnership preference units                                                   22,605,095          4,357,206
      Interest                                                                                         102,834             10,712
      Rental Income                                                                                    337,500                  -
                                                                                                 ----------------   ----------------
                Total investment income                                                             $27,693,001         $5,631,901
                                                                                                 ----------------   ----------------

 Expenses:
      Investment advisory and administrative fee                                                     $3,245,779           $662,384
      Distribution and servicing fees                                                                 1,429,282            304,059
      Interest expense on credit facility                                                            18,684,030          3,542,305
      Interest expense on swap contracts                                                              1,699,755            440,493
      Interest expense on mortgages                                                                     515,881                  -
      Legal and accounting services                                                                   1,059,140             40,720
      Amortization of offering expenses                                                                       -            105,548
      Organizational Expense                                                                            155,000             58,038
      Depreciation expense                                                                              111,532                  -
      Custodian and transfer agent fees                                                                  18,980             22,883
      Printing and postage                                                                                3,478              1,912
      Miscellaneous                                                                                       6,557             27,543
                                                                                                ----------------   ----------------
                Total expenses                                                                      $26,929,414         $5,205,885
Reduction of investment adviser and administrative fee                                                 (979,413)          (202,010)
                                                                                                ----------------   ----------------
Net expenses                                                                                        $25,950,001         $5,003,875
                                                                                                ----------------   ----------------
 Net investment income                                                                               $1,743,000           $628,026
                                                                                                ----------------   ----------------

 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
       Investment transactions from Belvedere Capital (identified cost basis)                       $60,132,746         $4,288,668
       Investment transactions in partnership preference units (identified cost basis)             (31,900,810)                  -
                                                                                                ----------------   ----------------
                    Net realized gain                                                               $28,231,936         $4,288,668
                                                                                                ----------------   ----------------

 Change in unrealized appreciation  (depreciation) -
       Investment in Belvedere Capital (identified cost basis)                                     $172,922,121        $15,985,373
       Investments in partnership preference units (identified cost basis)                            7,271,329        (2,149,220)
       Interest rate swap contracts                                                                  10,475,738          3,169,994
                                                                                                ----------------   ----------------
                    Net change in unrealized appreciation (depreciation)                           $190,669,188        $17,006,147

                                                                                                ----------------   ----------------
       Net realized and unrealized gain                                                            $218,901,124        $21,294,815
                                                                                                ----------------   ----------------
Net increase in net assets from operations                                                         $220,644,124        $21,922,841
                                                                                                ================   ================
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets   (unaudited)
                                                                             Three Months        Three Months
                                                                                 ended               ended
                                                                            March 31, 2000      March 31, 1999
                                                                          -------------------  ------------------
<S>                                                                       <C>                   <C>
 Increase (Decrease) in Net Assets:
     Net investment income                                                      $  1,743,000         $   628,026
     Net realized gain (loss) from investment transactions                        28,231,936           4,288,668
     Net change in unrealized appreciation (depreciation) of
      investments                                                                190,669,188          17,006,147
                                                                          -------------------  ------------------
             Net increase in net assets from operations                        $ 220,644,124        $ 21,922,841
                                                                          -------------------  ------------------

 Transactions in Fund shares -
    Investment securities contributed                                              $       -       $ 668,374,856
    Less - selling commissions                                                                       (2,168,528)
                                                                                           -
                                                                          -------------------  ------------------
                                                                          -------------------  ------------------
    Net contributions                                                              $       -       $ 666,206,328
     Net asset value of shares redeemed                                         (48,668,501)         (2,017,004)
                                                                          -------------------  ------------------
        Net increase in net assets from Fund share transactions               $ (48,668,501)        $664,189,324
                                                                          -------------------  ------------------

Distributions to shareholders -
     Special distributions to Shareholders                                     $ (3,971,842)   $          -
                                                                          -------------------  ------------------

                  Total distributions                                          $ (3,971,842)   $          -
                                                                          -------------------  ------------------

 Net increase in net assets                                                    $ 168,003,781        $686,112,165

 Net assets:
    Beginning of period                                                        3,920,612,531         544,202,835
                                                                          -------------------  ------------------
     End of period                                                            $4,088,616,312   $1,230,315,000
                                                                          ===================  ==================

</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (unaudited)
                                                                                      Three months       Three months
                                                                                         ended               ended
                                                                                    March 31, 2000         March 31,
                                                                                                             1999
                                                                                   ------------------  ------------------
<S>                                                                               <C>                 <C>
Cash flows from (for) Operating Activities -
Net investment income                                                                   $  1,743,000          $  628,026
Adjustments to reconcile net investment income to net
Cash flows used for operating activity -
       Amortization of offering expense                                                            -             105,548
       Depreciation expense                                                                  111,532                   -
       Net investment income allocated from Belvedere Capital                            (4,647,572)         (1,263,983)
       Payment of organization and offering expenses                                               -           (213,639)
       Increase in dividends receivable                                                 (12,211,629)         (1,253,381)
       Increase in deferred costs                                                        (7,873,111)                   -
       Increase in interest payable for open swap contracts                                  838,738             267,347
       Increase in other receivables                                                       (392,680)                   -
       Increase (decrease) in accrued interest and operating expenses                    (1,785,303)           1,506,430
       Purchases of partnership preference units                                       (102,500,000)       (215,049,244)
       Payments for investments in real property                                        (69,955,217)                   -
       Sales of partnership preference units                                             185,028,100                   -
       Net (increase) decrease in investment in Belvedere Capital                         24,786,725           (811,666)
       Increase in short-term investments                                               (16,387,281)         (1,199,034)
                                                                                   --------------------------------------
       Net cash flows used for operating activities                                    $ (3,244,698)     $ (217,283,596)
Cash Flows From (for) Financing Activities -
       Proceeds from loan                                                               $  4,150,000       $ 220,000,000
       Payment on mortgage                                                                  (35,670)
       Payments on behalf of investors (selling commissions)                                       -         (2,168,528)
       Payments for Fund shares redeemed                                                   (422,086)           (328,694)
                                                                                   --------------------------------------
       Net cash flows from financing activities                                         $  3,692,244       $ 217,502,778

Net increase in cash                                                                         447,546             219,182

Cash at beginning of period                                                                5,028,304             377,275
                                                                                   ------------------  ------------------
Cash at end of period                                                                    $ 5,475,850          $  596,457
                                                                                   ==================  ==================

Supplemental Disclosure and Non-cash Investing and
Financing Activities-

       Securities contributed by Shareholders, invested in Belvedere Capital           $         -        $ 668,374,856
       Unrealized appreciation of investments and open swap contracts                  $572,082,809       $  47,418,477
       Interest paid for loan and mortgage                                             $ 20,849,429       $   2,403,500
       Interest paid for swap contracts                                                $    861,017       $     173,146
       Market value of securities distributed in payment of redemptions                $ 50,703,156       $   1,609,857
       Market value of real property and other assets, net of current
           liabilities, contributed to Fund                                            $511,878,233                   -
       Mortgages assumed in conjunction with acquisitions of real property             $430,374,652                   -

</TABLE>

6

<PAGE>


BELCREST CAPITAL FUND LLC as of March 31, 2000
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)

1 Organization

A  Investment  Objective--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 are 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.

B  Subsidiaries--Belcrest  Capital invests in real estate through its subsidiary
Belcrest  Realty   Corporation   (BRC).  BRC  invests  directly  in  partnership
preference units and indirectly in real property through controlled subsidiaries
Bel Santa Ana LLC (BSA) and Bel Alliance Properties, LLC (Bel Alliance).

BRC - BRC invests directly in partnership preference units and also holds a 100%
interest in BSA and a majority  interest  in Bel  Alliance.  At March 31,  2000,
Belcrest  Capital  owned 100% of the common  stock  issued by BRC and intends to
hold all of  BRC's  common  stock at all  times.  Approximately  105  charitable
organizations  own preferred  stock of BRC which has been recorded as a minority
interest on the Statement of Assets and  Liabilities.  The preferred stock has a
par value of $.01 per share and is  redeemable  by BRC at a redemption  price of
$100 after the  occurrence  of certain tax events or after  December  31,  2004.
Dividends on the preferred stock are cumulative and payable  annually in arrears
in December in an amount equal to $8 per share per annum.

BSA- BSA, a wholly owned  subsidiary of BRC, owns two suburban office  buildings
located in California. The property is leased to a single investment-grade rated
tenant under a triple-net lease.

Bel Alliance- Bel Alliance,  a majority owned subsidiary of BRC, indirectly owns
forty-one  multi-family  residential properties  (collectively,  the Properties)
located in seven states (Texas,  Virginia,  Maryland,  Georgia,  Alabama,  North
Carolina  and  Florida).  BRC owns  100% of the  Class A units of Bel  Alliance,
representing  55% of  the  equity  interests  in Bel  Alliance,  and a  minority
shareholder  (the  minority  shareholder)  owns  100%  of  the  Class  B  units,
representing

                                       7
<PAGE>

45% of the equity  interests  in Bel  Alliance.  The Class B equity  interest is
recorded as a minority interest on the 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 the Class B units.

The  accompanying  consolidated  financial  statements  include the  accounts of
Belcrest  Capital,  BRC,  BSA and Bel  Alliance  (collectively,  the Fund).  All
material intercompany accounts and transactions have been eliminated.

2 Significant Accounting Policies

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

A  Investment   Costs--The   Fund's  investment  assets  were  acquired  through
contributions of common stock by shareholders in exchange for shares of Belcrest
Capital,  in private  purchases of partnership  preference units and real estate
investments and through contributions of real estate investments in exchange for
minority interests in controlled subsidiaries. Upon receipt of common stock from
shareholders Belcrest Capital immediately  exchanged the contributed  securities
into  Belvedere  Capital for shares  thereof,  and Belvedere  Capital,  in turn,
immediately  thereafter exchanged the contributed  securities into the Portfolio
for an interest in the  Portfolio.  The cost at which the Fund's  investments of
contributed  common  stock  are  carried  on the  books  and  in  the  financial
statements  is the  value of the  contributed  common  stock as of the  close of
business  on the day prior to their  contribution  to the Fund.  The initial tax
basis of the Fund's investment in the Portfolio through Belvedere Capital is the
same as the contributing  shareholders' basis in securities and cash contributed
to the Fund.  The initial tax and financial  reporting  basis of securities  and
real estate investments  purchased by the Fund is the purchase cost. The initial
financial reporting basis of real estate investments  contributed to the Fund is
the market  value on  contribution  date.  The  initial tax basis of real estate
investments  contributed  to the  Fund  is the  market  value  on  the  date  of
contribution,  the  contributor's  tax  basis at the time of  contribution  or a
combination thereof depending on the taxability of the contribution.

B  Investment   Valuations--The   Fund's  investments   consist  of  partnership
preference units, other real property  investments,  shares of Belvedere Capital
and  short-term  debt  securities.  Belvedere  Capital's  only  investment is an
interest in the  Portfolio,  the value of which is derived  from a  proportional
interest  therein.  Additionally,  the Fund has entered into  interest rate swap
contracts  (see Note 7). The valuation  policy  followed by the Fund,  Belvedere
Capital  and the  Portfolio  for all  assets,  other than real  property,  is as
follows. Marketable securities, including options, that are listed on foreign or
U.S. securities  exchanges or in the NASDAQ National Market System are valued at
closing  sale prices,  on the exchange  where such  securities  are  principally
traded.  Futures  positions on securities or currencies are generally  valued at
closing settlement prices.  Unlisted or listed securities for which closing sale
prices are not available are valued at the mean between the latest bid and asked
prices.  Short-term debt securities with a remaining maturity of 60 days or less
are valued at amortized cost, which  approximates  value. Other fixed income and
debt  securities,  including  listed  securities  and securities for which price
quotations  are  available,  are  normally  valued  on the  basis of  valuations
furnished by a pricing  service.  Investments  held

                                       8
<PAGE>

by the Portfolio for which  valuations or market  quotations are unavailable are
valued  at fair  value  using  methods  determined  in good  faith  by or at the
direction of the Trustees.  Investments held by the Fund for which valuations or
market  quotations  are  unavailable  are  valued at fair  value  using  methods
determined in good faith by the Investment Adviser. Interest rate swap contracts
are valued by obtaining dealer or counterparty quotes.

The value of the Fund's real estate  assets is determined in good faith by Eaton
Vance as Manager of BRC,  taking into  account all  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 market values based on independent valuations.  Detailed investment
valuations,  which include the  discounted  cash flow method of  appraisal,  are
performed  annually and reviewed  periodically  and adjusted if there has been a
significant change in economic  circumstances since the previous valuation.  The
discounted  cash flow  method of  appraisal  projects  future  cash  inflows and
outflows,  and  presumes  a sales  price at the end of a  holding  period.  Such
amounts are  discounted  at an  appropriate  rate of return that a prudent buyer
would  currently  require to purchase the real estate  assets.  The valuation of
investments assumes the orderly disposition of all assets.

C Escrow  Accounts--The  escrow  accounts  related  to Bel  Alliance  consist of
deposits  for real estate  taxes,  insurance,  environmental,  renovation,  debt
service,  and  security  deposit  accounts.  Bel Alliance has no access to these
funds  once  deposited  into  the  escrow  accounts.  Amounts  are  held  by the
respective financial institutions and controlled by the lender (Note 8).

D Interest Rate  Swaps--The  Fund has entered into interest rate swap agreements
with  respect  to its  borrowings  and  investments  in  fixed-rate  partnership
preference  units.  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, based on notional values  approximately  equal to the Fund's
acquisition cost for the fixed-rate  partnership  preference  units.  During the
terms of the outstanding  swap agreements,  changes in the underlying  values of
the swaps are  recorded as  unrealized  gains or losses.  The Fund is exposed to
credit loss in the event of non-performance by the swap counterparty.

E  Written   Options--The   Portfolio   and  the  Fund  may  write   listed  and
over-the-counter call options on individual securities, on baskets of securities
and on stock market indices.  Upon the writing of a call option, an amount equal
to the premium received by the Portfolio or Fund is included in the Statement of
Assets and Liabilities of the respective  entity, as a liability.  The amount of
the liability is subsequently  marked-to-market  to reflect the current value of
the  option  written  in  accordance  with  the  investment  valuation  policies
discussed above.  Premiums received from writing options that expire are treated
as realized gains.  Premiums received from writing options that are exercised or
are closed are added to or offset  against  the  proceeds  or amount paid on the
transaction  to determine the realized gain or loss.  The Portfolio or Fund as a
writer of an option may have no control over whether the  underlying  securities
may be sold and as a result

                                       9
<PAGE>

bears the market risk of an  unfavorable  change in the price of the  securities
underlying the written option.

F Purchased  Options--Upon the purchase of a put option, the premium paid by the
Portfolio or Fund is included in the Statement of Assets and  Liabilities of the
respective entity as an investment. The amount of the investment is subsequently
marked-to-market to reflect the current market value of the option purchased, in
accordance with the investment  valuation policies discussed above. If an option
which the Portfolio or Fund has purchased  expires on the stipulated  expiration
date, the Portfolio or Fund will realize a loss in the amount of the cost of the
option.  If the  Portfolio or Fund enters into a closing sale  transaction,  the
Portfolio  or Fund will  realize a gain or loss,  depending on whether the sales
proceeds from the closing sale  transaction are greater or less than the cost of
the option.  If the Portfolio or Fund exercises a put option,  it will realize a
gain or loss from the sale of the underlying security and the proceeds from such
sale will be decreased by the premium originally paid.

G Rental  Operations--The  apartment  units held  indirectly by Bel Alliance are
leased to residents for terms of one year or less, with monthly  payments due in
advance.  The  office  property  held by BSA is leased for a  remaining  term of
approximately  15 years  with  options to extend  such lease for two  additional
six-year periods.

H  Income--Dividend  income is recorded on the ex-dividend date and interest and
rental income is recorded on the accrual basis.

Belvedere  Capital's  net  investment  income  or  loss  consists  of  Belvedere
Capital's pro-rata share of the net investment income of the Portfolio, less all
actual or accrued expenses of Belvedere  Capital,  determined in accordance with
generally accepted  accounting  principles.  The Fund's net investment income or
loss  consists  of the Fund's  pro-rata  share of the net  investment  income of
Belvedere  Capital,  plus all  income  earned on the Fund's  direct  investments
(including  partnership  preference  units and other  real  property),  less all
actual and accrued  expenses of the Fund determined in accordance with generally
accepted accounting principles.

I Rental  Property  and  Depreciation--Costs  incurred  in  connection  with the
acquisition of the properties have been capitalized. Significant betterments and
improvements  are  capitalized  as  part  of  the  building  and   improvements.
Depreciation  of the building and  improvements  is computed  using the straight
line and  accelerated  methods  over the  estimated  useful lives of the related
assets,  which range up to 39 years for  buildings  and up to fifteen  years for
personal property.

J  Organization  Costs  and  Deferred  Expenses--Costs  incurred  by the Fund in
connection with its organization have been expensed as incurred.  Costs incurred
by the Fund in  connection  with its  offering  were  amortized  over the Fund's
offering  period.  Deferred costs of Bel Alliance  consist of deferred  mortgage
origination expenses which are amortized over the terms of the loans.

K Income  Taxes--Belcrest  Capital,  Belvedere  Capital  and the  Portfolio  are
treated as partnerships for federal income tax purposes.  As a result,  Belcrest
Capital,  Belvedere  Capital and the Portfolio do not incur  federal  income tax
liability,   and  the   shareholders   and  partners  thereof

                                       10
<PAGE>

are  individually  responsible for taxes on items of partnership  income,  gain,
loss,  and  deduction.  BRC's and Bel  Alliance's  policy is to comply  with the
Internal  Revenue Code applicable to REITs.  BRC and Bel Alliance will generally
not be subject to federal  income tax to the extent that they  distribute  their
earnings to their stockholders each year, and maintain their  qualification as a
REIT.  BSA is a single member  limited  liability  company which is treated as a
pass-through entity for federal tax purposes.

L Other--Investment transactions are accounted for on a trade date basis.

M Use of Estimates--The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expense  during the  reporting  period.  Actual  results could differ from those
estimates.

N Interim Financial  Statements--The  interim financial  statements  relating to
March 31,  2000 and for the three  months  then ended  have not been  audited by
independent  certified  public  accountants,  but in the  opinion  of the Fund's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders

The Fund intends to distribute  each year all of its net  investment  income for
the year, if any, and  approximately  22% of its net realized  capital gains for
such year, if any, other than  precontribution  gains allocated to a shareholder
in connection  with a tender offer or other  extraordinary  corporate event with
respect to a security contributed by such shareholder, for which no capital gain
distribution  is made. In addition,  whenever a  distribution  with respect to a
precontribution  gain  is  made,  the  Fund  makes  a  special  distribution  to
compensate  shareholders  receiving such distributions for taxes that may be due
in connection  with the  precontribution  gain and  supplemental  distributions.
Special  distributions  accrued for or paid during the three-month  period ended
March 31, 2000 totaled $3,971,842.

3 Shareholder Transactions

The  Fund  may  issue  an  unlimited  number  of  full  and  fractional  shares.
Transactions in Fund shares,  including  contributions of securities and cash in
exchange for shares of the Fund, were as follows:

                                        Three Months Ended   Three Months Ended
                                          March 31, 2000       March 31, 1999
                                        -------------------- -------------------
   Issued at Fund closings                       -                     6,122,656
   Redemptions                               (395,320)                  (18,245)
                                                                               )
                                        -------------------- -------------------
   Net increase (decrease)                   (395,320)                 6,104,411
                                        -------------------- -------------------

                                       11
<PAGE>

Redemptions  of shares  held less than three  years are  generally  subject to a
redemption fee of 1% of the net asset value of shares  redeemed.  The redemption
fee is paid to the  Investment  Adviser  by the Fund on behalf of the  redeeming
shareholder.  No charge is levied on redemptions of shares acquired  through the
reinvestment  of  distributions,  shares  redeemed in  connection  with a Tender
Security or shares redeemed following the death of all of the initial holders of
the shares redeemed. In addition, no fee applies to redemptions by shareholders,
who,  during any  12-month  period,  redeems less than 8% of the total number of
shares held by the shareholder as of the beginning of the 12-month  period.  For
the three months ended March 31, 2000 and March 31, 1999, the Investment Adviser
received $422,086 and $16,248, respectively, in redemption fees.

In connection with the offering of shares, Eaton Vance Distributors, Inc. (EVD),
the Placement  Agent,  received  $14,432,389 in selling  commissions paid by the
Fund on behalf of shareholders,  since inception of the Fund. EVD, in turn, paid
this amount to the applicable  subagent on behalf of  shareholders  investing in
the Fund through such subagent. In addition, EVD made payments to subagents from
its own resources totaling $36,433,844 equal to 1.0% of the value of investments
in the Fund made through subagents since inception of the Fund.

4 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
three  months  ended  March  31,  2000  aggregated   $330,915  and  $75,820,796,
respectively,  and  for  the  three  months  ended  March  31,  1999  aggregated
$6,463,862  and  $7,262,053,  respectively.  Purchases and sales of  partnership
preference units  aggregated  $102,500,000 and $185,028,100 for the three months
ended March 31, 2000, and  $215,049,244  and $0 for the three months ended March
31, 1999. For the three months ended March 31, 2000,  acquisitions of other real
property, through purchases and contributions, totaled $560,131,076.

5 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio  at  March  31,  2000  was
$8,634,584,697,  representing  52.1% of the Portfolio's net assets, and at March
31, 1999 was  $4,529,834,947,  representing 44.9% of the Portfolio's assets. The
Fund's  investment  in Belvedere  Capital at March 31, 2000 was  $4,243,029,573,
representing 49.1% of Belvedere  Capital's net assets, and at March 31, 1999 was
$1,240,313,661, representing 27.4% of Belvedere Capital's net assets. 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.  Investment  income allocated to Belvedere  Capital from the portfolio
for the  three  months  ended  March  31,  1999  totaled  $12,010,208,  of which
$2,554,265 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.  Expenses  allocated to Belvedere
Capital  from the  Portfolio  for the three  months ended March 31, 1999 totaled
$4,771,888,  of which  $969,486  was  allocated to the Fund.  Belvedere  Capital
allocated  additional  expenses to the Fund of  $1,541,333  for the three months
ended March 31, 2000,  representing $36,486 of

                                       12
<PAGE>

operating  expenses and $1,504,847 of service fees.  Belvedere Capital allocated
additional expenses to the Fund of $320,796 for the three months ended March 31,
1999,  representing  $13,499 of operating  expenses and $307,297 of service fees
(see Note 9).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2000,  December  31,  1999 and March 31, 1999 and its  operations  for the three
months  ended March 31,  2000,  the year ended  December  31, 1999 and the three
months ended March 31, 1999 follows:
<TABLE>
<CAPTION>
<S>                                        <C>                   <C>                       <C>


                                                March 31,            December 31,             March 31,
                                                  2000                   1999                    1999
                                           -------------------- ------------------------ ---------------------
       Investments, at value                   $16,564,812,965          $15,009,514,121       $10,118,166,710
       Other Assets                                 18,352,819              105,404,490            11,801,799
       ----------------------------------- -------------------- ------------------------ ---------------------
       Total Assets                            $16,583,165,784         $ 15,114,918,611       $10,129,968,509
       Total Liabilities                             2,651,935                  269,652            44,583,965
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net Assets                              $16,580,513,849         $ 15,114,648,959       $10,085,384,544
       =================================== ==================== ======================== =====================
       Dividends and interest                      $40,223,600            $ 135,795,086          $ 27,230,271
       Investment adviser fee                       16,618,292               51,368,943            10,581,529
       Other expenses                                  459,694                1,599,875               297,623
       ----------------------------------- -------------------- ------------------------ ---------------------
       Total expenses                              $17,077,986             $ 52,968,818          $ 10,879,152
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net investment income                       $23,145,614             $ 82,826,268          $ 16,351,119
       Net realized gains (losses)                 224,041,217               19,281,587            18,042,697
       Net unrealized gains                        597,012,900            1,954,982,313           265,622,128
       ----------------------------------- -------------------- ------------------------ ---------------------
       Net increase in net assets from
       operations                                 $844,199,731          $ 2,057,090,168         $ 300,015,944
       ----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

6 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, 2000. The real
property held by BSA,  consisting  of two suburban  office  buildings,  was 100%
occupied at March 31, 2000.  The carrying  value of real  property  owned by the
Fund through Bel Alliance and BSA at March 31, 2000 is as follows:

    Land                                                            $112,748,138
    Buildings, improvements and other depreciable assets             478,024,473
    Accumulated depreciation                                        (30,753,067)
                                                                  --------------
    Carrying value                                                  $560,019,544
                                                                   -------------


7 Cancelable Interest Rate Swap Agreements

The Fund may enter into  cancelable  interest rate swap agreements in connection
with  its  investments  in  partnership  preference  units  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

                                       13
<PAGE>

associated  with  these  investments  is  meaningful  only  when  considered  in
conjunction with all related assets, liabilities and agreements. As of March 31,
2000, the Fund has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc. (MLCS) with respect to each of its holdings
of partnership preference units and the associated borrowings.  The Fund has the
right to terminate the interest rate swap agreements beginning in the first half
of 2003, at dates  corresponding  approximately to the initial call dates of the
partnership preference units held by the Fund.
<TABLE>
<CAPTION>
<S>             <C>             <C>          <C>           <C>           <C>        <C>                 <C>

                                                                                       Unrealized        Unrealized
               Notional                                      Initial                  Appreciation/     Appreciation/
                Amount                                       Optional                (Depreciation)    (Depreciation)
 Effective      (000's          Fixed         Floating     Termination    Maturity  At March 31, 2000  At December 31,
   Date        omitted)         Rate            Rate           Date         Date                            1999
-------------------------------------------------------------------------------------------------------------------------

   11/98        $ 20,644,750      6.330%     Libor+.45%        2/03        11/05         $  1,394,120       $  1,265,451
   11/98          68,750,000      6.225%     Libor+.45%       11/03        11/05            4,878,329          4,445,740
   11/98          24,528,000      6.295%     Libor+.45%        5/03        11/05            1,682,320          1,526,923
   11/98          41,368,190      6.310%     Libor+.45%        2/03        11/05            2,821,371          2,562,785
   02/99          40,035,410      6.545%     Libor+.45%        2/03        11/05                               2,079,543
   02/99           9,029,600      6.505%     Libor+.45%        3/03        11/05              544,490            483,072
   02/99          21,995,694      6.497%     Libor+.45%        4/03        11/05            1,330,576          1,174,226
   02/99          12,970,800      6.495%     Libor+.45%        6/03        11/05              782,133            688,760
   02/99          20,017,740      6.439%     Libor+.45%       11/03        11/05            1,239,511          1,094,309
   02/99         111,000,000      6.407%     Libor+.45%        2/04        11/05            6,969,523          6,182,680
   04/99          80,000,000      6.555%     Libor+.45%        4/04        11/05            4,487,589          3,868,250
   04/99          16,467,960      6.720%     Libor+.45%        2/03        11/05              854,700            731,149
   04/99           4,018,230      6.716%     Libor+.45%        3/03        11/05              208,646            178,049
   04/99           7,844,872      6.700%     Libor+.45%        4/03        11/05              410,132            350,225
   04/99           8,701,751      6.692%     Libor+.45%        6/03        11/05              454,180            387,326
   04/99          12,671,063      6.618%     Libor+.45%       11/03        11/05              688,750            590,442
   04/99          15,105,450      6.590%     Libor+.45%        2/04        11/05              830,470            713,143
   07/99          26,516,250      7.308%     Libor+.45%       11/03        11/05              695,385            420,202
   07/99          40,193,165      7.301%     Libor+.45%        2/04        11/05            1,024,610            602,342
   07/99          10,108,570      7.237%     Libor+.45%        4/04        11/05              277,034            171,715
   07/99         155,000,000      7.231%     Libor+.45%        7/04        11/05            4,129,894          2,501,920
   07/99          13,199,520      7.442%     Libor+.45%        4/03        11/05              309,965            174,318
   07/99           5,080,903      7.349%     Libor+.45%        6/03        11/05              133,120             81,759
   09/99          17,673,796      7.700%     Libor+.45%        2/04        11/05              167,708           (45,650)
   09/99           9,833,200      7.635%     Libor+.45%        7/04        11/05               95,864           (23,163)
   09/99           5,062,185      7.840%     Libor+.45%        6/03        11/05               39,660           (20,784)
   09/99          43,000,000     7.6525%     Libor+.45%        9/04        11/05              356,282          (169,629)
   09/99          35,023,620      7.644%     Libor+.45%        7/04        11/05              328,020           (96,962)
   09/99          20,009,642      7.885%     Libor+.45%        6/03        11/05              124,249          (118,788)
   09/99           5,019,578      7.915%     Libor+.45%        4/03        11/05               30,990           (29,122)
   09/99         212,000,000     7.6224%     Libor+.45%        9/04        11/05            1,990,485          (587,812)
   09/99           1,907,052      7.580%     Libor+.45%        4/04        11/05               24,999              3,331
                                                                                    -------------------------------------
Total                                                                                    $ 41,661,488       $ 31,185,750
                                                                                    ======================================
</TABLE>
                                       14

<PAGE>

8 Debt

A  Mortgages--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, 2000 are as follows:

                                                                  Monthly

                              Annual Principal and
                          Interest Interest Balance at

     Maturity Date              Rate        Payment       March 31,2000
     -------------              ----        -------       -------------
     April 1, 2010             8.560%          $213,139      $27,566,869
     January 1, 2028           7.143%           418,459       60,615,209
     July 1, 2009              7.740%           235,286       32,712,918
     April 1, 2010             8.640%           308,577       39,619,141
     April 1, 2010             8.640%           236,624       30,380,859
     April 1, 2010             8.560%           224,163       28,992,791
     April 1, 2010             8.560%           173,885       22,489,897
     May 1, 2009               7.250%            36,155        5,263,028
     February 1, 2009          7.220%           313,618       45,660,537
     February 1, 2009          7.220%           332,517       48,412,064
     July 1, 2009              7.830%           277,228       38,216,193
                                         --------------- ----------------
                                             $2,769,651     $379,929,506
                                           =============== ================

Real property held by BSA is financed through a loan  collateralized by its real
property. The balance at March 31, 2000 is as follows:

                                              Monthly
                              Annual       Principal and
                             Interest         Interest        Balance at
    Maturity Date              Rate           Payment*      March 31,2000
    -------------              ----           --------      -------------
    July 10, 2015              7.18%          $337,500       $50,409,476

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

The maturities of mortgages for the five years  subsequent to March 31, 2000 are
as follows:

          Years Ending December 31,                               Amount
          -------------------------                               ------
          2000                                                  $ 2,522,331
          2001                                                    3,797,246
          2002                                                    4,100,969
          2003                                                    4,429,160
          2004                                                    5,284,740
          Thereafter                                            410,204,536
                                                                -----------
                                                               $430,338,982
                                                               ============

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 and Bel

                                       15
<PAGE>

Alliance.  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
Belcrest Capital. Additional borrowings under the Credit Facility may be made in
the future for these purposes.  At March 31, 2000 and December 31, 1999, amounts
outstanding under the Credit Facility totaled $1,134,150,000 and $1,130,000,000,
respectively.

9 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance Management (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, 2000,  and March 31, 1999 the
advisory  fee  applicable  to the  Portfolio  was 0.44%  (annualized)  and 0.46%
(annualized),  respectively,  of  average  daily net  assets  for such  periods.
Belvedere  Capital's  allocated  portion of the advisory fee was $8,455,108,  of
which $4,404,142 was allocated to the Fund, for the three months ended March 31,
2000, and $4,640,720, of which $933,882 was allocated to the Fund, for the three
months ended March 31, 1999.  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  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 in respect of Belcrest Capital's indirect investment in
the  Portfolio is credited  toward The Fund's  advisory and  administrative  fee
payment.  For the  three  months  ended  March 31,  2000 and March 31,  1999 the
advisory  and  administrative  fee  payable to BMR by the Fund,  less the Fund's
allocated  share  of  the  Portfolio's  advisory  fee,  totaled  $3,245,779  and
$662,384, respectively.

Eaton Vance  Management (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  $2,876,452  and  $1,506,207  for the three
months  ended  March  31,  2000  and  March  31,  1999,  respectively,  of which
$1,504,847  and $307,297 was  allocated to Belcrest  Capital for the  respective
periods.  Pursuant to a servicing  agreement  between  Belcrest Capital and EVD,
Belcrest  Capital pays a servicing fee to

                                       16
<PAGE>

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,
2000 and March 31, 1999,  the servicing  fee paid  directly by Belcrest  Capital
totaled  $449,869 and $102,049,  respectively.  Of the amounts  allocated to and
incurred by the Fund,  for the three  months  ended March 31, 2000 and March 31,
1999, $438,683 and $0, 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, 2000 and March
31, 1999,  Belcrest  Capital's  distribution fees paid or accrued to EVD totaled
$979,413 and  $202,010,  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, 2000 and March 31, 1999,  BMR has
waived $979,413 and $202,010,  respectively,  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 Alliance Residential Management,  LLC, an affiliate of
the minority  shareholder  (Note 1B), for periods ranging from 3 to 10 years. If
neither  BRC nor  the  minority  shareholder  gives  notice  to  terminate,  the
agreement  automatically  renews from year to year.  The  management  agreements
provide for a management fee in the amount of 4% of gross collections and allows
for reimbursement to the manager for all direct expenses incurred by the manager
for managing the Properties.

                                       17
<PAGE>

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 and
Bel Alliance.  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.

Results of Operations for the Quarter ended March 31, 2000
----------------------------------------------------------

         Belcrest  Capital  achieved  total return  performance  of 5.6% for the
quarter  ended  March 31,  2000.  This  return  reflects an increase in Belcrest
Capital's net asset value per share from $118.78 to $125.37. 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 2.3% over the same
period.  Belcrest Capital had a total return of 3.3% for the quarter ended March
31, 1999.

         During the first quarter of 2000,  U.S.  equity market  leadership  was
concentrated in the technology sector,  continuing the trend of recent quarters.
Strongly performing industry groups in the first quarter included semiconductors
and semiconductor  equipment,  computer  networking,  cellular telecom services,
biotechnology,  investment  banking,  and oil and gas  services  and  equipment.
Growth stocks generally outperformed value stocks and small-cap stocks generally
bested big-cap stocks.  Large cap technology  bellwethers such as Cisco

                                       18
<PAGE>

Systems, Intel, and Oracle accounted for most of the gains in the S&P 500. Large
holdings  of all three of these  stocks  contributed  to the  outperformance  of
Belcrest  Capital in the first  quarter.  Belcrest  Capital also  benefited from
holdings of several smaller cap technology and biotech stocks that were standout
performers in the quarter.

In the fixed income markets, the first quarter saw a rally in long-term treasury
bonds, rising yields (and falling prices) for shorter-term  treasury instruments
and flattish  prices and yields on corporate  debt  obligations.  The market for
REIT  preferred  stocks  (used as a  benchmark  for  pricing  BRC's  holdings of
partnership  preference  units) improved  somewhat from the depressed  levels of
late 1999. Despite strong real estate market  conditions,  prices of REIT-issued
perpetual preferred stocks continue to reflect a general oversupply of perpetual
preferred  paper.  On balance,  the leveraging of Belcrest  Capital to invest in
real estate qualifying assets was a modest drag on performance for the quarter.

Liquidity and Capital Resources
-------------------------------

As of March 31, 2000,  Belcrest Capital had outstanding  borrowings of $1,134.15
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  $15.85 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, 2000,  the  Portfolio  had cash and  short-term  investments  totaling
$390.1  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, 2000,  and, as of
that date, the net assets of the Portfolio totaled $16,580.5 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,  2000,  restricted
securities, which are considered illiquid, constituted 4.3% of the net assets of
the Portfolio.

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  acquirors 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 similarly is considered  illiquid,  and
has 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 minority
shareholder.

                                       19
<PAGE>

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
Belcrest Capital  fluctuates.  There can be no assurance that the performance of
Belcrest  Capital  will match that of the United  States stock market or that of
other equity  funds.  In managing the  Portfolio  for the  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 Belcrest
Capital's,  exposure to losses during stock market  declines may  nonetheless be
higher  than  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 Belcrest
Capital  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.

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 to enhance returns.  Such transactions may
include,  without  limitation,  the  purchase  and sale of stock  index  futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  Belcrest Capital utilizes  interest rate swap agreements to fix the
cost of its  borrowings  over the term of the Credit  Facility.  In the  future,
Belcrest Capital may use other interest rate hedging arrangements (such as caps,
floors and collars) to fix or limit borrowing costs. The use of these investment
techniques is a specialized  activity  that may be  considered  speculative  and
which can expose Belcrest Capital 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.  Belcrest  Capital'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

                                       20
<PAGE>

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
Belcrest  Capital  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 Belcrest  Capital or the Portfolio fail to
meet these  requirements,  the counterparty or broker may liquidate positions of
Belcrest  Capital  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 ninety 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  transaction on terms  satisfactory to Belcrest
Capital or the  Portfolio.  Belcrest  Capital's and the  Portfolio's  ability to
enter into such  transactions  may also be limited by covenants under the Credit
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,  Belcrest Capital
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.

Although  intended  to add to  returns,  the  borrowing  of  funds  to  purchase
Partnership  Preference  Units through BRC exposes  Belcrest Capital to the risk
that the returns achieved on the Partnership Preference Units will be lower than
the cost of  borrowing  to  purchase  such  assets  and that the  leveraging  of
Belcrest  Capital to buy such assets will  therefore  diminish the returns to be
achieved by Belcrest  Capital as a whole. In addition,  there is a risk that the
availability  of financing will be  interrupted  at some future time,  requiring
Belcrest  Capital to sell assets to repay  outstanding  borrowings  or a portion
thereof. It may be necessary to make such sales at unfavorable prices.  Belcrest
Capital's  obligations  under the Credit Facility and mortgages are secured by a
pledge of its  assets.  In the event of  default,  a lender  could elect to sell
assets of Belcrest  Capital  without regard to  consequences  of such action for
shareholders.  The rights of a 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,  Belcrest Capital 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,  Belcrest
Capital  would  not  be  able  to  honor   redemption   requests  or  make  cash
distributions.

                                       21
<PAGE>

The Partnership Preference Units held by Belcrest Capital through its investment
in  BRC  are  subject  to  restrictions  on  transfer,  including,  among  other
restrictions,  limitations on the manner of resale and the requirement  that the
general  partner of the issuer  consent to transfers.  In addition,  there is no
active  secondary  market for any Partnership  Preference  Units that BRC holds.
Accordingly, BRC's investments in Partnership Preference Units are illiquid. The
success of BRC's investments in Partnership  Preference Units depends in part on
many factors  related to the real estate market and to the issuing  partnerships
that may  affect  such  partnerships'  profitability  and their  ability to make
distributions to holders of Partnership Preference Units. 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. Although BRC's
investments in Partnership Preference Units are, to some degree,  insulated from
risk by virtue of their senior  position  relative to other equity  interests in
the issuing partnerships and by their diversification across a range of property
types and geographic  regions,  the  above-referenced  factors can substantially
affect the value and  marketability  of such investments over time. There can be
no assurance that the  investments in  Partnership  Preference  Units will be an
economic success.

The valuations of Partnership  Preference Units held by Belcrest Capital 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.  Fluctuation  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
Belcrest  Capital  with  respect to its  borrowings  under the Credit  Facility.
Fluctuations  in the value of  Partnership  Preference  Units derived from other
factors besides general interest rate movements  (including  issuer-specific and
sector-specific   credit   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 Belcrest  Capital.
Changes  in the  valuation  of the  Partnership  Preference  Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges entered into by Belcrest  Capital will cause the  performance of Belcrest
Capital to deviate from the performance of the Portfolio.

While Belcrest  Capital's manager intends that BRC's investments in Bel Alliance
and BSA will reduce overall portfolio risk and volatility and raise returns over
time, these investments  expose Belcrest Capital to certain  additional risks as
well.  In the case of BSA, the risks include the possible  deterioration  in the
credit  quality of its  buildings'  tenant,  the timing of this  tenant's  lease
expiration  and  potential  changes in the  submarket in which its buildings are
located. In the case of Bel Alliance, the performance of BRC's investment may be
influenced by decisions  which

                                       22
<PAGE>

Bel  Alliance's  minority  shareholder  may make on behalf of Bel Alliance,  and
potential  changes  in the  submarkets  in which Bel  Alliance's  buildings  are
located.  The debt of both BSA and Bel  Alliance 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  interests.  Other  factors  bearing  on the value of BRC's  real  estate
investments,  include,  without  limitation,  general economic  conditions,  the
supply and demand of comparable  real  properties,  fluctuations in rental rates
and operating  costs,  exposure to adverse  environmental  conditions and losses
from casualty or condemnation,  government  rules and  regulations,  and acts of
God.  There can be no assurance  that BRC's real estate  investments  will be an
economic success.

Over time,  the  performance  of  Belcrest  Capital  can be  expected to be more
volatile than the performance of the Portfolio.

                                       23
<PAGE>

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

There are no material  pending legal  proceedings  to which the Fund or BRC 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:
--------------------------------------------------------------------------------

         10 (2) (a) Amendment No. 1 dated as of December 28, 1999 to Management
                      Agreement

         27   Financial Data Schedules

                                       24
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 11 2000.

                                       BELCREST CAPITAL FUND LLC
                                       (Registrant)

                                       By: EATON VANCE MANAGEMENT,
                                            its Manager

                                       By:     ________________________________
                                                James L. O'Connor
                                                Vice President



                                       By:     ________________________________
                                                William M. Steul
                                                Chief Financial Officer


                                       25
<PAGE>


                                  EXHIBIT INDEX

10 (2) (a) Amendment No. 1 dated as of December 28, 1999 to Management Agreement

27   Financial Data Schedules

                                       26