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

                                    FORM 10-Q

[X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                    For the quarterly period ended March 31, 2005

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
              For the transition period from _________ to _____________

                          Commission File No. 000-30509


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


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

       The Eaton Vance 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 Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   YES  X      NO
                                       ---        ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

                                   YES  X      NO
                                       ---        ---
<PAGE>
                            BELCREST CAPITAL FUND LLC
                               Index to Form 10-Q

                                                                            Page

PART I    FINANCIAL INFORMATION.............................................. 1

Item 1.   Financial Statements............................................... 1

          Condensed Consolidated Statements of Assets and Liabilities
          as of March 31, 2005 (Unaudited) and December 31, 2004............. 3

          Condensed Consolidated Statements of Operations
          (Unaudited) for the Three Months Ended March 31, 2005
          and 2004........................................................... 4

          Condensed Consolidated Statements of Changes in Net Assets
          for the Three Months Ended March 31, 2005 (Unaudited) and
          the Year Ended December 31, 2004................................... 6

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Three Months Ended March 31, 2005 and 2004................. 7

          Financial Highlights (Unaudited) for the Three Months Ended
          March 31, 2005..................................................... 9

          Notes to Condensed Consolidated Financial Statements as of
          March 31, 2005 (Unaudited).........................................10

Item 2.   Management's Discussion and Analysis of Financial Condition
          (MD&A) and Results of Operations...................................15

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.........18

Item 4.   Controls and Procedures............................................21

PART II   OTHER INFORMATION..................................................21

Item 1.   Legal Proceedings..................................................21

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds........21

Item 3.   Defaults Upon Senior Securities....................................21

Item 4.   Submission of Matters to a Vote of Security Holders................21

Item 5.   Other Information..................................................22

Item 6.   Exhibits...........................................................22

SIGNATURES...................................................................23

EXHIBIT INDEX................................................................24
<PAGE>
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                                                March 31, 2005           December 31,
                                                                                  (Unaudited)                2004
                                                                            ------------------------  -------------------
<S>                                                                              <C>                   <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC
       (Belvedere Company)                                                       $ 2,672,416,510       $2,789,649,643
    Investment in Partnership Preference Units                                       335,536,898          352,678,635
    Investment in other real estate                                                  494,676,281          488,726,668
    Short-term investments                                                             6,900,000            2,445,000
                                                                            ------------------------  -------------------
Total investments                                                                $ 3,509,529,689       $3,633,499,946
    Cash                                                                              38,521,462           11,111,993
    Open interest rate swap agreements, at value                                      12,665,528            4,109,074
    Distributions and interest receivable                                              2,280,541              673,239
    Other assets                                                                      10,901,169           13,674,618
                                                                            ------------------------  -------------------
Total assets                                                                     $ 3,573,898,389       $3,663,068,870
                                                                            ------------------------  -------------------

Liabilities:
    Loan payable - Credit Facility                                               $   667,000,000       $  635,000,000
    Mortgages payable                                                                354,091,499          354,406,800
    Payable for Fund Shares redeemed                                                  56,412,275                    -
    Security deposits                                                                    604,465              480,654
    Swap interest payable                                                                105,331              239,451
    Accrued expenses:
       Interest expense                                                                1,787,048            1,757,118
       Property taxes                                                                    493,695               60,524
       Other expenses and liabilities                                                  7,468,872            2,941,949
    Minority interests in controlled subsidiaries                                     25,397,668           27,655,156
                                                                            ------------------------  -------------------
Total liabilities                                                                $ 1,113,360,853       $1,022,541,652
                                                                            ------------------------  -------------------

Net assets                                                                       $ 2,460,537,536       $2,640,527,218

                                                                            ------------------------  -------------------
Shareholders' Capital                                                            $ 2,460,537,536       $2,640,527,218
                                                                            ------------------------  -------------------

Shares outstanding                                                                    22,675,826           23,600,748
                                                                            ------------------------  -------------------

Net asset value and redemption price per Share                                   $        108.51       $       111.88
                                                                            ------------------------  -------------------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Three Months        Three Months
                                                                                           Ended               Ended
                                                                                       March 31, 2005      March 31, 2004
                                                                                     ------------------- -------------------
<S>                                                                                    <C>                 <C>
Investment Income:
    Dividends allocated from Belvedere Company
      (net of foreign taxes of $107,297 and $116,448,
      respectively)                                                                    $   11,153,491      $     9,764,448
    Interest allocated from Belvedere Company                                                  82,029               47,419
    Expenses allocated from Belvedere Company                                              (4,060,112)          (4,235,876)
                                                                                     ------------------- -------------------
    Net investment income allocated from
      Belvedere Company                                                                $    7,175,408      $     5,575,991
    Rental income                                                                          10,131,183           24,591,229
    Distributions from Partnership Preference Units                                         7,164,141           13,509,652
    Interest                                                                                  240,114              188,409
                                                                                     ------------------- -------------------
Total investment income                                                                $   24,710,846      $    43,865,281
                                                                                     ------------------- -------------------

Expenses:
    Investment advisory and administrative fees                                        $    2,340,457      $     2,629,213
    Property management fees                                                                  277,938              939,373
    Distribution and servicing fees                                                           894,296            1,002,601
    Interest expense on mortgages                                                           5,055,571            9,645,194
    Interest expense on Credit Facility                                                     4,742,535            2,472,752
    Property and maintenance expenses                                                         353,336            9,292,127
    Property taxes and insurance                                                            1,176,302            3,318,940
    Miscellaneous                                                                             927,081              321,303
                                                                                     ------------------- -------------------
Total expenses                                                                         $   15,767,516      $    29,621,503
Deduct-
    Reduction of investment advisory
      and administrative fees                                                                 636,353              683,198
                                                                                     ------------------- -------------------
Net expenses                                                                           $   15,131,163      $    28,938,305
                                                                                     ------------------- -------------------
Net investment income before
    minority interests in net income of
    controlled subsidiaries                                                            $    9,579,683      $    14,926,976
Minority interests in net income
    of controlled subsidiaries                                                            (1,135,315)             (245,705)
                                                                                     ------------------- -------------------
Net investment income                                                                  $   8,444,368       $    14,681,271
                                                                                     ------------------- -------------------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)
<TABLE>
<CAPTION>

                                                                                          Three Months        Three Months
                                                                                             Ended               Ended
                                                                                         March 31, 2005      March 31, 2004
                                                                                     -------------------  ---------------------
<S>                                                                                     <C>                 <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions, securities sold short and foreign currency
  transactions allocated from Belvedere Company (identified cost basis)                 $    (1,640,067)    $     10,298,643
 Investment transactions in Partnership Preference Units (identified cost basis)               (552,973)           1,094,376
 Investment transactions in other real estate (net of minority interests in
  realized loss of controlled subsidiary of $0 and $(8,427,434), respectively)                        -          (14,221,385)
 Interest rate swap agreements(1)                                                            (2,724,534)          (4,928,667)
                                                                                     -------------------  ---------------------
Net realized loss                                                                       $    (4,917,574)    $     (7,757,033)
                                                                                     -------------------  ---------------------

Change in unrealized appreciation (depreciation) -
 Investments, securities sold short and foreign currency allocated from
  Belvedere Company (identified cost basis)                                             $   (63,102,152)    $     42,849,016
 Investments in Partnership Preference Units (identified cost basis)                          3,999,314           (6,938,524)
 Investments in other real estate (net of minority interests in unrealized
  appreciation (depreciation) of controlled subsidiaries of $(2,118,541) and
  $6,125,636, respectively)                                                                   7,148,074           11,084,297
 Interest rate swap agreements                                                                8,556,454           (8,693,236)
                                                                                     -------------------  ---------------------
Net change in unrealized appreciation (depreciation)                                    $   (43,398,310)    $     38,301,553
                                                                                     -------------------  ---------------------

Net realized and unrealized (loss) gain                                                 $   (48,315,884)    $     30,544,520
                                                                                     -------------------  ---------------------

Net (decrease) increase in net assets from operations                                   $   (39,871,516)    $     45,225,791
                                                                                     ===================  =====================
</TABLE>
(1)  Amounts  represent  periodic payments made in connection with interest rate
     swap agreements (Note 4).

       See notes to unaudited condensed consolidated financial statements

                                       5
<PAGE>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                      Three Months
                                                                                          Ended
                                                                                     March 31, 2005              Year Ended
                                                                                       (Unaudited)           December 31, 2004
                                                                                 ------------------------  -----------------------
<S>                                                                                <C>                           <C>
Increase (Decrease) in Net Assets:
    Net investment income                                                          $      8,444,368              $    50,429,115
    Net realized loss from investment transactions, securities sold short,
      foreign currency transactions and interest rate swap agreements                    (4,917,574)                 (12,458,127)
    Net change in unrealized appreciation (depreciation) of investments,
      securities sold short, foreign currency and interest rate swap
      agreements                                                                        (43,398,310)                 143,673,176
                                                                                 ------------------------  -----------------------
Net (decrease) increase in net assets from operations                              $    (39,871,516)             $   181,644,164
                                                                                 ------------------------  -----------------------

Transactions in Fund Shares -
    Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                            $      15,823,106             $     4,033,847
    Net asset value of Fund Shares redeemed                                             (116,836,159)               (264,196,823)
                                                                                 ------------------------  -----------------------
Net decrease in net assets from Fund Share transactions                            $    (101,013,053)            $  (260,162,976)
                                                                                 ------------------------  -----------------------

Distributions -
    Distributions to Shareholders                                                  $     (39,105,113)            $   (10,138,562)
                                                                                 ------------------------  -----------------------
Total distributions                                                                $     (39,105,113)            $   (10,138,562)
                                                                                 ------------------------  -----------------------

Net decrease in net assets                                                         $    (179,989,682)            $   (88,657,374)

Net assets:
    At beginning of period                                                         $   2,640,527,218             $ 2,729,184,592
                                                                                 ------------------------  -----------------------
    At end of period                                                               $   2,460,537,536             $ 2,640,527,218
                                                                                 ========================  =======================
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       6
<PAGE>

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

                                                                                           Three Months         Three Months
                                                                                               Ended                Ended
                                                                                          March 31, 2005       March 31, 2004
                                                                                         ------------------   ------------------
<S>                                                                                       <C>                  <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                     $  (39,871,516)      $    45,225,791
Adjustments to reconcile net (decrease) increase in net assets from
 operations to net cash flows from (for) operating activities -
  Net investment income allocated from Belvedere Company                                      (7,175,408)          (5,575,991)
  Investment loss allocated to minority interest shareholder                                    (738,644)                   -
  Decrease in escrow deposits                                                                          -            4,139,943
  Increase in interest receivable from other real estate investments                             (74,646)             (69,871)
  Increase in due to minority interest shareholder                                               738,644
  Decrease in other assets                                                                     2,773,449            1,212,236
  Increase in distributions and interest receivable                                           (1,607,302)          (1,847,747)
  (Decrease) increase in interest payable for open swap agreements                              (134,120)               4,576
  Increase in security deposits, accrued interest and accrued
   other expenses and liabilities                                                              3,143,311              134,101
  Decrease in due to bank - cash overdraft                                                             -           (6,723,986)
  Increase (decrease) in accrued property taxes                                                  433,171           (6,343,270)
  Purchases of Partnership Preference Units                                                            -         (139,065,289)
  Proceeds from sales of Partnership Preference Units                                         20,588,078           54,034,705
  Proceeds from sale of investment in other real estate                                                -           28,699,431
  Improvements to rental property                                                               (845,434)            (923,454)
  Decrease in cash due to sale of majority interest in
   controlled subsidiary                                                                               -             (983,616)
  Interest incurred on interest rate swap agreements                                          (2,724,534)          (4,928,667)
  Increase in minority interest                                                                  240,000                    -
  (Increase) decrease in short-term investments                                               (4,455,000)           8,313,348
  Minority interests in net income of controlled subsidiaries                                  1,135,315              245,705
  Net realized loss from investment transactions, securities sold short,
   foreign currency transactions and interest rate swap agreements                             4,917,574            7,757,033
  Net change in unrealized (appreciation) depreciation of investments,
   securities sold short, foreign currency and interest rate swap
   agreements                                                                                 43,398,310         (38,301,553)
                                                                                         ------------------   ------------------
Net cash flows from (for) operating activities                                            $   19,741,248       $ (54,996,575)
                                                                                         ------------------   ------------------

Cash Flows From (For) Financing Activities -
  Proceeds from Credit Facility                                                           $   32,000,000       $ 192,000,000
  Repayment of Credit Facility                                                                         -        (124,000,000)
  Repayments on mortgages                                                                       (315,301)         (1,308,981)
  Payments for Fund Shares redeemed                                                             (757,562)         (1,097,980)
  Distributions paid to Shareholders                                                         (23,282,007)         (6,105,774)
  Distributions paid to minority shareholders                                                          -             (16,800)
  Capital contributed to controlled subsidiaries                                                  23,091             474,438
                                                                                         ------------------   ------------------
Net cash flows from financing activities                                                  $    7,668,221       $  59,944,903
                                                                                         ------------------   ------------------

Net increase in cash                                                                      $   27,409,469       $   4,948,328

Cash at beginning of period                                                               $   11,111,993       $   5,842,185
                                                                                         ------------------   ------------------
Cash at end of period                                                                     $   38,521,462       $  10,790,513
                                                                                         ==================   ==================
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       7
<PAGE>

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

                                                                                         Three Months        Three Months
                                                                                             Ended               Ended
                                                                                        March 31, 2005      March 31, 2004
                                                                                       ------------------  ------------------
<S>                                                                                     <C>                 <C>
Supplemental Disclosure and Non-cash Investing and
     Financing Activities -
      Interest paid on loan - Credit Facility                                           $     4,683,113     $      2,408,034
      Interest paid on mortgages                                                        $     5,024,273     $     10,193,147
      Interest paid on swap agreements                                                  $     2,858,654     $      4,924,091
      Market value of securities distributed in payment of
         redemptions                                                                    $    59,666,322     $     50,588,984
      Market value of real property and other assets, net
         of current liabilities, disposed of in conjunction with
         sale of other real estate                                                      $             -     $    155,855,342
      Mortgage disposed of in conjunction with sale of
          other real estate                                                             $             -     $    120,901,649
      Market value of minority interest disposed of in conjunction
         with sale of other real estate                                                 $             -     $      7,953,203

       See notes to unaudited condensed consolidated financial statements
</TABLE>

                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of March 31, 2005
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Highlights (Unaudited)
<TABLE>
<CAPTION>

For the Three Months Ended March 31, 2005
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                        <C>
Net asset value - Beginning of period                                                                      $  111.880
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (1)                                                                                  $    0.360
Net realized and unrealized loss                                                                               (2.070)
------------------------------------------------------------------------------------------------------------------------------------
Total loss from operations                                                                                 $   (1.710)
------------------------------------------------------------------------------------------------------------------------------------

Distributions
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                              $   (1.660)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                        $   (1.660)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                            $  108.510
-----------------------------------------------------------------------------------------------------------------------------------

Total Return (2)                                                                                                (1.50)%
------------------------------------------------------------------------------------------------------------------------------------

                                                                                     As a Percentage        As a Percentage
                                                                                      of Average Net        of Average Gross
Ratios                                                                                  Assets (3)            Assets (3)(8)
-----------------------------------------------------------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
    Interest and other borrowing costs  (4)                                            0.67% (9)               0.49% (9)
    Operating expenses  (4)                                                            0.03% (9)               0.03% (9)
Belcrest Capital Fund LLC Expenses
    Interest and other borrowing costs  (5)(6)                                         0.75% (9)               0.55% (9)
    Investment advisory and administrative fees, distribution
       and servicing fees and other Fund operating expenses (5)(7)                     1.13% (9)               0.83% (9)
------------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                         2.58% (9)               1.90% (9)

Net investment income                                                                  1.33% (9)               0.97% (9)
-----------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
Net assets, end of period (000's omitted)                                                                 $2,460,538
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                              0.12%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Calculated using average shares outstanding.
(2)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(3)  For the purpose of calculating  ratios, the income and expenses of Belcrest
     Realty Corporation's  (Belcrest Realty) controlled subsidiaries are reduced
     by the  proportionate  interests  therein of investors  other than Belcrest
     Realty.
(4)  Includes Belcrest Realty's  proportional shares of expenses incurred by its
     controlled subsidiaries.
(5)  Includes the expenses of Belcrest  Capital Fund LLC (Belcrest  Capital) and
     Belcrest Realty.  Does not include expenses of Belcrest Realty's controlled
     subsidiaries.
(6)  Ratios do not include  interest  incurred in connection  with interest rate
     swap agreements. Had such amounts been included, ratios would be higher.
(7)  Includes  Belcrest  Capital's share of Belvedere Capital Fund Company LLC's
     (Belvedere Company) allocated expenses,  including those expenses allocated
     from the Portfolio.
(8)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belcrest  Capital (not including its investment in Belcrest Realty) plus
     all assets of Belcrest  Realty minus the sum of each  entity's  liabilities
     other than the principal  amount of money borrowed.  For this purpose,  the
     assets and liabilities of Belcrest  Realty's  controlled  subsidiaries  are
     reduced by the  proportionate  interests  therein of  investors  other than
     Belcrest Realty.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>
BELCREST CAPITAL FUND LLC as of March 31, 2005
Notes to Condensed Consolidated Financial Statements (Unaudited)

1    Basis of Presentation

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

The balance  sheet at  December  31,  2004 and the  statement  of changes in net
assets for the year then ended have been  derived  from the  December  31,  2004
audited  financial  statements  but do not  include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

2    Investment Transactions

The following table summarizes the Fund's  investment  transactions,  other than
short-term obligations,  for the three months ended March 31, 2005 and March 31,
2004:
<TABLE>
<CAPTION>

                                               Three Months Ended     Three Months Ended
          Investment Transaction                 March 31, 2005          March 31, 2004
----------------------------------------------------------------------------------------
<S>                                               <C>                     <C>
Decreases in investment in Belvedere Capital
 Fund Company LLC (Belvedere Company)             $ 59,666,322            $ 50,588,984
Sale of other real property(1)                    $          -            $ 28,699,431
Purchases of Partnership Preference Units(2)      $          -            $139,065,289
Sales of Partnership Preference Units(3)          $ 20,588,078            $ 54,034,705
----------------------------------------------------------------------------------------
</TABLE>
(1)  During the three months ended March 31, 2004,  Belcrest Realty  Corporation
     (Belcrest  Realty) sold its majority  interest in Casco Property Trust, LLC
     (Casco)  to  another  investment  fund  advised  by Boston  Management  and
     Research  (Boston  Management),   for  which  a  loss  of  $14,221,385  was
     recognized.
(2)  Purchases  of  Partnership  Preference  Units during the three months ended
     March 31, 2004 represent Partnership  Preference Units purchased from other
     investment funds advised by Boston  Management.  There were no purchases of
     Partnership Preference Units during the three months ended March 31, 2005.
(3)  Sales of Partnership  Preference Units for the three months ended March 31,
     2005 and March 31, 2004 include Partnership  Preference Units sold to other
     investment  funds advised by Boston  Management  for which a gain of $5,003
     and $159,204 was recognized, respectively.

                                       10
<PAGE>

3    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through  Belvedere Company for the three months ended
March 31, 2005 and March 31, 2004, including allocations of income, expenses and
net realized and  unrealized  gains  (losses)  for the  respective  periods then
ended:
<TABLE>
<CAPTION>

                                                                                Three Months Ended     Three Months Ended
                                                                                  March 31, 2005         March 31, 2004
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                 <C>                    <C>
Belvedere Company's interest in the Portfolio(1)                                 $ 12,584,989,585       $ 11,520,846,141
The Fund's investment in Belvedere Company(2)                                    $  2,672,416,510       $  2,809,547,176
Income allocated to Belvedere Company from the Portfolio                         $     52,138,985       $     39,365,471
Income allocated to the Fund from Belvedere Company                              $     11,235,520       $      9,811,867
Expenses allocated to Belvedere Company from the Portfolio                       $     14,031,081       $     12,634,511
Expenses allocated to the Fund from Belvedere Company                            $      4,060,112       $      4,235,876
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to Belvedere Company
 from the Portfolio                                                              $    (7,321,051)       $     41,048,575
Net realized (loss) gain from investment transactions, securities sold short
 and foreign currency transactions allocated to the Fund from Belvedere Company  $    (1,640,067)       $     10,298,643
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to Belvedere
 Company from the Portfolio                                                      $  (280,637,975)       $    163,577,445
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to the Fund from
 Belvedere Company                                                               $   (63,102,152)       $     42,849,016
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of March 31, 2005 and 2004, the value of Belvedere Company's interest in
     the Portfolio  represents  67.7% and 63.9% of the  Portfolio's  net assets,
     respectively.
(2)  As of March 31, 2005 and 2004, the Fund's  investment in Belvedere  Company
     represents 21.2% and 24.4% of Belvedere Company's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2005,  December  31,  2004 and March 31, 2004 and its  operations  for the three
months  ended March 31, 2005,  for the year ended  December 31, 2004 and for the
three months ended March 31, 2004 follows:
<TABLE>
<CAPTION>

                                            March 31,           December 31,           March 31,
                                              2005                 2004                   2004
                                       ---------------------------------------------------------------
<S>                                     <C>                   <C>                    <C>
Investments, at value                   $18,468,165,880       $19,139,242,713        $18,003,359,532
Other assets                                119,669,991           199,253,595             25,944,066
------------------------------------------------------------------------------------------------------
Total assets                            $18,587,835,871       $19,338,496,308        $18,029,303,598
------------------------------------------------------------------------------------------------------
Loan payable - Line of Credit             $   4,200,000       $             -        $             -
Securities sold short, at value                       -           197,010,000                      -
Other liabilities                               125,209               343,906                254,697
------------------------------------------------------------------------------------------------------
Total liabilities                         $   4,325,209       $   197,353,906        $       254,697
------------------------------------------------------------------------------------------------------
Net assets                              $18,583,510,662       $19,141,142,402        $18,029,048,901
======================================================================================================

                                       11
<PAGE>

Dividends and Interest                  $    77,449,217       $   292,265,206        $    62,101,320
------------------------------------------------------------------------------------------------------
Investment adviser fee                  $    20,297,088       $    77,609,178        $    19,348,796
Other expenses                                  611,649             2,649,363                598,921
Total expense reductions                        (59,259)              (26,706)                     -
------------------------------------------------------------------------------------------------------
Net expenses                            $    20,849,478       $    80,231,835        $    19,947,717
------------------------------------------------------------------------------------------------------
Net investment income                   $    56,599,739       $   212,033,371        $    42,153,603
Net realized (loss) gain from
 investment transactions,
 securities sold short and
 foreign currency transactions              (11,056,277)          152,422,840             64,894,806
Net change in unrealized
 appreciation (depreciation) of
 investments, securities sold
 short and foreign currency                (422,252,722)        1,317,878,707            261,922,214
------------------------------------------------------------------------------------------------------
Net (decrease) increase in net
 assets from operations                 $  (376,709,260)      $ 1,682,334,918        $   368,970,623
------------------------------------------------------------------------------------------------------
</TABLE>

4    Interest Rate Swap Agreements

Belcrest  Capital has entered into  interest rate swap  agreements  with Merrill
Lynch Capital Services,  Inc. in connection with its real estate investments and
the associated borrowings. Under such agreements, Belcrest Capital has agreed to
make  periodic  payments  at fixed rates in  exchange  for  payments at floating
rates.  The  notional  or  contractual  amounts  of  these  instruments  may not
necessarily  represent the amounts  potentially subject to risk. The measurement
of  the  risks  associated  with  these  investments  is  meaningful  only  when
considered in conjunction  with all related assets,  liabilities and agreements.
Interest rate swap  agreements  open at March 31, 2005 and December 31, 2004 are
listed below.
<TABLE>
<CAPTION>
                                                                                          Unrealized      Unrealized
                Notional                                   Initial                       Appreciation    Appreciation
                 Amount                                    Optional         Final       (Depreciation)  (Depreciation)
  Effective      (000's      Fixed        Floating       Termination     Termination     at March 31,   at December 31,
    Date        omitted)     Rate           Rate             Date           Date             2005            2004
-----------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>                  <C>        <C>             <C>             <C>                <C>
     10/03     $ 128,116    4.865%       LIBOR + 0.30%      07/04           06/10           1,948,933          580,929
     10/03       170,000    4.795%       LIBOR + 0.30%      09/04           06/10           2,939,352        1,020,137
     10/03        63,526    4.69%        LIBOR + 0.30%      02/05           06/10           1,305,712          536,125
     10/03        55,375    4.665%       LIBOR + 0.30%      03/05           06/10           1,182,555          499,665
     10/03        80,965    4.145%       LIBOR + 0.30%      03/10           06/10           2,714,872          757,303
     10/03        47,253    4.045%       LIBOR + 0.30%         -            06/10           1,775,634          626,553
     02/04        78,620     5.00%       LIBOR + 0.30%      08/04           06/10             900,187          175,076
     06/10         3,870     6.29%       LIBOR + 0.30%         -            07/15            (101,717)         (86,714)
-----------------------------------------------------------------------------------------------------------------------
    Total      $ 627,725                                                                  $12,665,528       $4,109,074
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

5    Segment Information

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

Belcrest Capital evaluates  performance of the reportable  segments based on the
net increase (decrease) in net assets from operations of the respective segment,
which  includes net  investment  income  (loss),  net  realized  gain (loss) and
unrealized   appreciation   (depreciation).   The  accounting  policies  of  the
reportable segments are the same as those for Belcrest Capital on a consolidated
basis. No reportable  segments have been aggregated.  Reportable  information by
segment is as follows:

                                       12
<PAGE>
<TABLE>
<CAPTION>
For the Three Months Ended                             Tax Managed             Real
March 31, 2005                                      Growth Portfolio*         Estate                Total
----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>                   <C>
Revenue                                             $     7,175,408      $    17,472,475       $    24,647,883
Interest expense on mortgages                                     -           (5,055,571)           (5,055,571)
Interest expense on Credit Facility                               -           (4,552,834)           (4,552,834)
Operating expenses                                         (537,192)          (3,796,920)           (4,334,112)
Minority interest in net income of
 controlled subsidiaries                                          -           (1,135,315)           (1,135,315)
----------------------------------------------------------------------------------------------------------------
Net investment income                               $     6,638,216      $     2,931,835       $     9,570,051
Net realized loss                                        (1,640,067)          (3,277,507)           (4,917,574)
Change in unrealized appreciation (depreciation)        (63,102,152)           19,703,842          (43,398,310)
----------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net assets from
 operations of reportable segments                  $   (58,104,003)     $    19,358,170       $   (38,745,833)
----------------------------------------------------------------------------------------------------------------


For the Three Months Ended                             Tax Managed             Real
March 31, 2004                                      Growth Portfolio*         Estate                Total
-----------------------------------------------------------------------------------------------------------------
Revenue                                             $     5,575,991      $    38,188,142       $    43,764,133
Interest expense on mortgages                                     -           (9,645,194)           (9,645,194)
Interest expense on Credit Facility                               -           (2,373,842)           (2,373,842)
Operating expenses                                         (552,025)         (15,193,961)          (15,745,986)
Minority interest in net income of
 controlled subsidiaries                                          -             (245,705)             (245,705)
-----------------------------------------------------------------------------------------------------------------
Net investment income                               $     5,023,966      $    10,729,440       $    15,753,406
Net realized gain (loss)                                 10,298,643          (18,055,676)           (7,757,033)
Change in unrealized appreciation (depreciation)         42,849,016           (4,547,463)           38,301,553
-----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
 operations of reportable segments                  $    58,171,625      $   (11,873,699)      $    46,297,926
-----------------------------------------------------------------------------------------------------------------


                                                   Tax-Managed Growth         Real
At March 31, 2005                                       Portfolio*            Estate               Total
-----------------------------------------------------------------------------------------------------------------
Segment assets                                      $ 2,672,416,510      $   866,060,868       $ 3,538,477,378
Segment liabilities                                      56,412,275        1,012,148,052         1,068,560,327
-----------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments     $ 2,616,004,235      $  (146,087,184)      $ 2,469,917,051
-----------------------------------------------------------------------------------------------------------------


At December 31, 2004
-----------------------------------------------------------------------------------------------------------------
Segment assets                                      $ 2,789,649,643      $   868,971,808       $ 3,658,621,451
Segment liabilities                                               -        1,007,281,655         1,007,281,655
-----------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments     $ 2,789,649,643      $  (138,309,847)      $ 2,651,339,796
-----------------------------------------------------------------------------------------------------------------
</TABLE>
*    Belcrest Capital invests indirectly in Tax-Managed Growth Portfolio through
     Belvedere Company.

                                       13
<PAGE>

The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:
<TABLE>
<CAPTION>
                                                                          Three Months Ended   Three Months Ended
                                                                            March 31, 2005       March 31, 2004
                                                                          ----------------------------------------
<S>                                                                         <C>                   <C>
Revenue:
 Revenue from reportable segments                                           $   24,647,883        $ 43,764,133
 Unallocated amounts:
 Interest earned on cash not invested in the
  Portfolio or in subsidiaries
                                                                                    62,963             101,148
                                                                          ----------------------------------------
Total revenue                                                               $   24,710,846        $ 43,865,281
                                                                          ----------------------------------------

Net increase (decrease) in net assets from operations:
 Net (decrease) increase in net assets from
  operations of reportable segments                                         $  (38,745,833)       $ 46,297,926
Unallocated investment income:
 Interest earned on cash not invested in the
  Portfolio or in subsidiaries                                                      62,963             101,148
Unallocated expenses (1):
 Distribution and servicing fees                                                  (894,296)         (1,002,601)
 Interest expense on Credit Facility                                              (189,701)            (98,910)
 Audit, tax and legal fees                                                         (86,385)            (53,304)
 Other operating expenses                                                          (18,264)            (18,468)
                                                                          ----------------------------------------
Total net (decrease) increase in net assets from
 operations                                                                 $  (39,871,516)       $ 45,225,791
                                                                          ----------------------------------------
</TABLE>

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

                                                                         March 31, 2005      December 31, 2004
                                                                      --------------------------------------------
<S>                                                                     <C>                   <C>
Net assets:
 Net assets of reportable segments                                      $ 2,469,917,051       $ 2,651,339,796
Unallocated amounts:
 Cash (1)                                                                    28,521,011             2,002,419
 Short-term investments (1)                                                   6,900,000             2,445,000
Loan payable-Credit Facility (2)                                            (44,566,832)          (14,989,056)
Other liabilities                                                              (233,694)             (270,941)
                                                                      --------------------------------------------
Total net assets                                                        $ 2,460,537,536       $ 2,640,527,218
                                                                      --------------------------------------------
</TABLE>
(1)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents  not  invested  in the  Portfolio  or real estate  assets.
(2)  Unallocated amount of loan payable - Credit Facility represents  borrowings
     not specifically used to fund real estate investments.  Such borrowings are
     generally used to pay selling commissions,  organization expenses and other
     liquidity needs of the Fund.

                                       14
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION (MD&A) AND
RESULTS OF OPERATIONS.

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

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

(a) RESULTS OF OPERATIONS.

Increases and decreases in the Fund's net asset value per share are based on net
investment  income (or loss) and  realized  and  unrealized  gains and losses on
investments.  The  Fund's  net  investment  income  (or loss) is  determined  by
subtracting  the  Fund's  total  expenses  from its  investment  income and then
deducting  the net  investment  income (or loss)  attributable  to the  minority
interest in controlled  subsidiaries  of Belcrest Realty  Corporation  (Belcrest
Realty).  The  Fund's  investment  income  includes  the net  investment  income
allocated  to the Fund  from  Belvedere  Capital  Fund  Company  LLC  (Belvedere
Company),   rental  income  from  the  properties  owned  by  Belcrest  Realty's
controlled  subsidiaries,  partnership income allocated to the  income-producing
preferred equity interests in real estate  operating  partnerships  (Partnership
Preference  Units) owned directly or indirectly by Belcrest  Realty and interest
earned on the Fund's short-term  investments (if any). The net investment income
of Belvedere  Company  allocated  to the Fund  includes  dividends  and interest
allocated to Belvedere  Company by Tax-Managed  Growth Portfolio (the Portfolio)
less the expenses of Belvedere  Company  allocated to the Fund. The Fund's total
expenses  include  the  Fund's  investment  advisory  and  administrative  fees,
distribution  and servicing fees,  interest expense from mortgages on properties
owned by Belcrest  Realty's  controlled  subsidiaries,  interest  expense on the
Fund's Credit Facility (described in Item 2(b) below), property management fees,
property  taxes,  insurance,  maintenance  and other  expenses  relating  to the
properties  owned  by  Belcrest  Realty's  controlled  subsidiaries,  and  other
miscellaneous  expenses. The Fund's realized and unrealized gains and losses are
the result of transactions in, or changes in value of, security investments held
through  the  Fund's  indirect  interest  (through  Belvedere  Company)  in  the
Portfolio,  real estate  investments held through  Belcrest  Realty,  the Fund's
interest rate swap  agreements and any other direct  investments of the Fund, as
well as  periodic  payments  made by the Fund  pursuant  to  interest  rate swap
agreements.

Realized  and  unrealized   gains  and  losses  on  investments  have  the  most
significant  impact on the Fund's net asset value per share and result primarily
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 by its investment  adviser to be
high in quality and attractive in their long-term investment prospects.  Because
the  securities  holdings  of  the  Portfolio  are  broadly   diversified,   the
performance of the Portfolio cannot be attributed to one particular stock or one
particular  industry or market sector.  The performance of the Portfolio and the
Fund are substantially  influenced by the overall  performance of the U.S. 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.

MD&A AND RESULTS OF OPERATIONS  FOR THE QUARTER ENDED MARCH 31, 2005 COMPARED TO
THE QUARTER ENDED MARCH 31, 2004

PERFORMANCE  OF THE  FUND.(1)  The  Fund's  investment  objective  is to achieve
long-term,  after-tax  returns for  Shareholders.  Eaton Vance Management (Eaton
Vance),  as the Fund's  manager,  measures the Fund's  success in achieving  its
objective based on the investment  returns of the Fund,  using the S&P 500 Index
as the Fund's primary performance benchmark.  The S&P 500 Index is a broad-based
unmanaged index of common  stocks widely used as a measure  of U.S. stock market

(1)  Total  returns  are  historical  and  are  calculated  by  determining  the
     percentage  change in net asset  value with all  distributions  reinvested.
     Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that shares, when redeemed,  may be worth
     more or less than their original cost. The Portfolio's total return for the
     period  reflects  the total  return of  another  fund that  invests  in the
     Portfolio, adjusted for non-Portfolio expenses of that fund. Performance is
     for the  stated  time  period  only and is not  annualized;  due to  market
     volatility,  the Fund's  current  performance  may be lower or higher.  The
     performance  of the Fund and the  Portfolio  is  compared  to that of their
     benchmark,  the S&P 500 Index.  It is not possible to invest directly in an
     Index.

                                       15
<PAGE>
performance.  Eaton  Vance's  primary  focus in pursuing  total return is on the
Fund's common stock  portfolio,  which consists of its indirect  interest in the
Portfolio.  In measuring the performance of the Fund's real estate  investments,
Eaton Vance considers whether, through current returns and changes in valuation,
the real estate  investments  achieve returns that over the long-term exceed the
cost of the borrowings  incurred to acquire such  investments and thereby add to
Fund returns.  The Fund has entered into interest rate swap  agreements to fix a
substantial  portion of the  borrowing  costs under the Credit  Facility used to
acquire equity in its real estate investments and to mitigate in part the impact
of interest rate changes on the Fund's net asset value.

The Fund's  total return was -1.50% for the quarter  ended March 31, 2005.  This
return  reflects a decrease in the Fund's net asset value per share from $111.88
to $108.51 and a  distribution  of $1.66 per share during the period.  The total
return of the S&P 500 Index was -2.15% over the same period.  The performance of
the Fund  exceeded  that of the  Portfolio  by  approximately  0.48%  during the
period.  Last year,  the Fund had a total  return  performance  of 1.64% for the
quarter  ended March 31, 2004.  This return  reflected an increase in the Fund's
net asset value per share from  $104.87 to $106.19 and a  distribution  of $0.39
per share during the period.  The S&P 500 Index had a total return of 1.69% over
the same period.  The  performance  of the Fund trailed that of the Portfolio by
approximately 0.48% during th at period.

PERFORMANCE  OF THE  PORTFOLIO.  For the  quarter  ended  March  31,  2005,  the
Portfolio  had a total  return of -1.98%,  compared  to a total  return of 2.12%
during the  quarter  ended March 31,  2004.  The total  return of the  Portfolio
exceeded the total return of the S&P 500 Index by 0.17% in the first  quarter of
2005 and 0.43% in the first quarter of 2004. Although most U.S. public companies
have continued to demonstrate solid  profitability  and earnings growth,  market
performance  in the first  quarter  was  hampered by rising  interest  rates and
growing  inflation  fears amid  resurging oil prices.  As expected,  the Federal
Reserve raised the federal funds target rate to 2.75%,  the seventh  increase in
this  short-term  interest rate  benchmark  since June of last year.  During the
quarter,  investors favored  defensive,  higher-yielding  stocks over cyclicals,
technology  stocks and other  high  volatility  stocks.  The  tech-heavy  NASDAQ
Composite Index lost over 8% during the quarter.

Utilities  and  energy  were the best  performing  sectors of the S&P 500 Index,
while  telecommunications  and technology were the poorest  performing  sectors.
Market leading  industries in the first quarter  included:  oil and gas,  health
care  providers  and  personal  products.  In contrast,  information  technology
consulting,  auto  manufacturers  and  multi-line  insurers were among the worst
performing industry groups.

The  Portfolio's  relative  performance  versus  the S&P 500  Index  was  driven
primarily by industry and sector  exposure and stock  selection.  The  Portfolio
benefited from the continued  overweighting of the energy sector, as oil and gas
related investments  advanced during the quarter on rising commodity prices. The
Portfolio's  relative  performance also benefited from underweight  positions in
the lagging  information  technology  and  telecommunication  sectors.  Relative
performance was adversely affected by an overweighting of the lagging industrial
sector  and an  underweighting  of the  utilities  sector,  which  was among the
strongest performers in a defensive market. Favorable stock selection within the
thrift bank,  media and catalog  retailer  industries was also beneficial to the
overall results.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held through  Belcrest  Realty.  As of March 31, 2005,  real estate  investments
included an interest in a real estate joint venture (Real Estate Joint Venture),
Allagash  Property Trust  (Allagash),  a Net Leased Property,  Bel Santa Ana LLC
(Bel Santa Ana), and a portfolio of Partnership  Preference  Units (a portion of
which is held  through a  wholly-owned  subsidiary).  Allagash  owns  industrial
distribution  properties  and Bel Santa Ana owns two suburban  office  buildings
subject to a triple net lease. As of March 31, 2005, the estimated fair value of
the Fund's real estate investments  represented 23.2% of the Fund's total assets
on a consolidated  basis.  After adjusting for the minority interest in the Real
Estate Joint Venture,  the Fund's real estate  investments  represented 30.6% of
the Fund's net assets as of March 31, 2005.

During  the  quarter  ended  March 31,  2005,  rental  income  from real  estate
operations  was  approximately  $10.1 million  compared to  approximately  $24.6
million for the quarter  ended March 31,  2004,  a decrease of $14.5  million or
59%. The decrease in rental income was due to Belcrest  Realty's  disposition of
its two former multifamily Real Estate Joint Ventures held during the year ended
December 31, 2004. In February  2004,  Belcrest  Realty sold its interest in one
such Real Estate Joint  Venture,  Casco  Property  Trust,  LLC  (Casco),  and in
October 2004 sold all the properties held by the other  multifamily  Real Estate
Joint Venture,  Bel Alliance  Properties,  LLC (Bel  Alliance).  The decrease in
rental  income  was  offset  in part by  rental  income  from  the  real  estate
operations of Allagash that were acquired in 2004.
<PAGE>
During the quarter ended March 31, 2004, rental income decreased due to the sale
of Casco during the quarter  ended March 31, 2004 and lower  rental  revenue for
the multifamily  properties owned by Bel Alliance. Bel Alliance's rental revenue
was affected by reduced  apartment rental rates,  increased rent concessions and
lower occupancy levels at properties during the quarter ended March 31, 2004.

                                       16
<PAGE>
During the quarter  ended  March 31,  2005,  property  operating  expenses  were
approximately  $1.8  million  compared to  approximately  $13.6  million for the
quarter  ended  March 31,  2004,  a decrease of $11.8  million or 87%  (property
operating  expenses are before certain operating  expenses of Belcrest Realty of
approximately $2.0 million for the quarter ended March 31, 2005 and $1.6 million
for the  quarter  ended March 31,  2004).  The  decrease  in property  operating
expenses was principally due to the sale of Belcrest  Realty's interest in Casco
and the  Bel  Alliance  properties  in  2004,  offset  in part by the  operating
expenses of Allagash.  For the quarter ended March 31, 2004,  property operating
expenses  decreased  primarily  due to the  sale  of  Casco,  offset  in part by
increases in operating expenses at the Bel Alliance properties.  Belcrest Realty
does not record property  operating  expenses for Bel Santa Ana because expenses
are assumed by the tenant under the terms of the lease agreement.

For many industrial distribution  properties,  reduced rent levels are likely to
continue over the near term as above-market leases mature and space is re-leased
at current market rates.  Boston  Management and Research  (Boston  Management),
Belcrest Realty's manager,  expects that improvements in industrial distribution
property operating performance will occur over the longer term.

At March 31, 2005,  the estimated fair value of the real  properties  indirectly
held  through  Belcrest  Realty was  approximately  $483.8  million  compared to
approximately $451.1 million at March 31, 2004, a net increase of $32.7 million,
or 7%. The net increase in estimated  real property  values at March 31, 2005 as
compared to March 31, 2004  resulted from Belcrest  Realty's  acquisition  of an
interest in Allagash in the third quarter of 2004, offset in part by the sale in
October 2004 of the Bel  Alliance  properties.  The  decrease in estimated  real
property  value at March  31,  2004  was due to the  sale of  Belcrest  Realty's
interest in Casco and lower values for the properties held by Bel Alliance.

Despite  weak real estate  operating  conditions  over the past  several  years,
property values in the U.S. have remained stable or increased  modestly as lower
near-term  property  earning  expectations  have  generally been offset by lower
capitalization   and  discount   rates   applied  in  valuing  the   properties.
Capitalization  rates and discount rates, terms commonly used in the real estate
industry,  are rate of return percentages  applied to actual or projected income
levels to estimate the value of real estate investments.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
appreciation of the estimated fair value of its other real estate investments of
approximately   $7.1  million   compared  to  net  unrealized   appreciation  of
approximately  $11.1  million  during the  quarter  ended  March 31,  2004.  Net
unrealized  appreciation of approximately  $7.1 million during the quarter ended
March  31,  2005  consisted  of  unrealized  appreciation  in the  value  of the
properties of Allagash.  Net  unrealized  appreciation  of  approximately  $11.1
million for the quarter  ended March 31, 2004  consisted of  approximately  $3.9
million of unrealized  depreciation in the value of the Bel Alliance  properties
offset by the reclassification of previously recorded unrealized depreciation as
realized  losses  in the  amount of $15.0  million  due to the sale  during  the
quarter of Casco.

During the quarter ended March 31, 2005,  Belcrest  Realty sold (or  experienced
scheduled  redemptions of) certain of its Partnership  Preference Units totaling
approximately  $20.6 million  (including sales to other investment funds advised
by Boston  Management),  recognizing a net loss of approximately $0.6 million on
the  transactions.  At March 31,  2005,  the  estimated  fair value of  Belcrest
Realty's  Partnership  Preference  Units totaled  approximately  $335.5  million
compared to  approximately  $537.3  million at March 31, 2004, a net decrease of
$201.8  million or 38%. The net decrease in value was  principally  due to fewer
Partnership  Preference  Units held at March 31,  2005 as  compared to March 31,
2004.  Partnership  Preference  Unit  values  were  lower at March  31,  2004 as
compared to March 31, 2003 due to fewer Partnership Preference Units held and to
decreases  in the average per unit values of the  Partnership  Preference  Units
held at March 31, 2004 due to their lower average  coupon rates.  In the current
low  interest  rate  environment,   issuers  have  been  redeeming   Partnership
Preference Units as Belcrest  Realty's call protections  expire or restructuring
the terms of outstanding  Partnership  Preference Units in advance of their call
dates. As a result,  many of the  higher-yielding  Partnership  Preference Units
held by Belcrest  Realty  during the quarter ended March 31, 2004 were no longer
held at March 31, 2005.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
appreciation of the estimated fair value of its Partnership  Preference Units of
approximately   $4.0  million   compared  to  net  unrealized   depreciation  of
approximately  $6.9 million  during the quarter  ended March 31,  2004.  The net
unrealized  appreciation of approximately  $4.0 million during the quarter ended
March  31,  2005   consisted  of   approximately   $3.3  million  of  unrealized
appreciation  as a result of  increases  in the per unit  values of  Partnership
Preference  Units held by Belcrest  Realty at March 31, 2005, and  approximately
$0.7 million of unrealized  appreciation  resulting from the reclassification of
previously recorded unrealized  depreciation as realized losses due to the sales
of Partnership Preference Units during the quarter ended March 31, 2005. The net
unrealized  depreciation in the first quarter of 2004 of $6.9 million  consisted
of  approximately  $5.5  million  of  unrealized  depreciation  as a  result  of

                                       17
<PAGE>
decreases  in per  unit  values  of the  Partnership  Preference  Units  held by
Belcrest Realty at March 31, 2004, and approximately  $1.4 million of unrealized
depreciation   resulting  from  the   reclassification  of  previously  recorded
unrealized appreciation as realized gains due to sales of Partnership Preference
Units during the quarter ended March 31, 2004.

Distributions from Partnership  Preference Units for the quarter ended March 31,
2005 totaled  approximately $7.2 million compared to approximately $13.5 million
for the quarter  ended March 31,  2004,  a decrease of $6.3  million or 47%. The
decrease  was  principally  due to fewer  Partnership  Preference  Units held on
average  during  the  quarter  as  well as  lower  average  distribution  rates.
Distributions from Partnership  Preference Units for the quarter ended March 31,
2004  compared  to the  quarter  ended  March 31,  2003  decreased  due to fewer
Partnership  Preference  Units  held  on  average,  as  well  as  lower  average
distribution rates for the Partnership  Preference Units held during the quarter
ended March 31, 2004.

PERFORMANCE  OF INTEREST RATE SWAP  AGREEMENTS.  For the quarter ended March 31,
2005,  net  realized  and  unrealized  gains on the  Fund's  interest  rate swap
agreements totaled  approximately $5.8 million,  compared to approximately $13.6
million of net realized and  unrealized  losses for the quarter  ended March 31,
2004. Net realized and unrealized gains on swap agreements for the quarter ended
March 31, 2005 consisted of $8.5 million of net unrealized  gains due to changes
in swap agreement  valuations,  offset by $2.7 million of periodic payments made
pursuant to outstanding  swap  agreements (and classified as net realized losses
on interest rate swap  agreements).  For the quarter  ended March 31, 2004,  the
Fund had net unrealized  losses of $8.7 million due to swap agreement  valuation
changes and $4.9  million of swap  agreement  periodic  payments.  The  positive
impact on Fund  performance for the quarter ended March 31, 2005 from changes in
swap agreement  valuations was  attributable to an increase in swap rates during
the  period.  The  negative  impact on Fund  performance  from  changes  in swap
valuations  for the  quarter  ended  March 31, 2004 was due to a decline in swap
rates during the period.

(b) LIQUIDITY AND CAPITAL RESOURCES.

OUTSTANDING BORROWINGS.  The Fund has entered into credit arrangements with DrKW
Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,  Inc.  (collectively,  the
Credit  Facility)  primarily to finance the Fund's real estate  investments  and
will  continue to use the Credit  Facility for such  purpose in the future.  The
Credit  Facility may also be used for other  purposes,  including  any liquidity
needs of the Fund.  In the future,  the Fund may increase the size of the Credit
Facility  (subject to lender  consent) and the amount of outstanding  borrowings
thereunder.  As of March 31, 2005, the Fund had outstanding borrowings of $667.0
million and $106.0 million million of unused loan  commitments  under the Credit
Facility.

The Fund has  entered  into  interest  rate swap  agreements  with  respect to a
substantial  portion of its real estate  investments and associated  borrowings.
Pursuant  to  these  agreements,   the  Fund  makes  periodic  payments  to  the
counterparty at predetermined fixed rates in exchange for floating-rate payments
that  fluctuate  with  one-month  LIBOR.  During  the  terms of the  outstanding
interest  rate  swap  agreements,  changes  in  the  underlying  values  of  the
agreements are recorded as unrealized appreciation or depreciation.  As of March
31,  2005,  the  unrealized  appreciation  related  to the  interest  rate  swap
agreements was approximately $12.7 million. As of March 31, 2004, the unrealized
depreciation related to the interest rate swap agreements was approximately $5.7
million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST  RATE RISK.  The Fund's  primary  exposure to interest rate risk arises
from its real estate  investments  that are  financed by the Fund with  floating
rate  borrowings  under the Credit Facility and by fixed-rate  secured  mortgage
debt  obligations  of the Real Estate Joint  Ventures  and Net Leased  Property.
Partnership  Preference  Units are fixed  rate  instruments  whose  values  will
generally  decrease  when interest  rates rise and increase when interest  rates
fall.  The interest rates on borrowings  under the Credit  Facility are reset at
regular  intervals based on one-month  LIBOR. The Fund has entered into interest
rate swap agreements to fix the cost of a substantial  portion of its borrowings
under the Credit Facility used to acquire equity in real estate  investments and
to mitigate in part the impact of interest  rate changes on the Fund's net asset
value. Under the terms of the interest rate swap agreements, the Fund makes cash
payments at fixed rates in exchange for floating rate  payments  that  fluctuate
with one-month  LIBOR.  The Fund's  interest rate swap agreements will generally
increase in value when  interest  rates rise and decrease in value when interest
rates  fall.  In the  future,  the  Fund may use  other  interest  rate  hedging
arrangements (such as caps, floors and collars) to fix or limit borrowing costs.
The use of interest rate hedging arrangements is a specialized activity that can
expose the Fund to significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.

                                       18
<PAGE>
This  information  should  be  read in  conjunction  with  Note 4 to the  Fund's
unaudited condensed consolidated financial statements in Item 1 above.


<TABLE>
<CAPTION>
                                                        Interest Rate Sensitivity
                                                     Cost, Principal (Notional) Amount
                                                 by Contractual Maturity and Callable Date
                                                  for the Twelve Months Ended March 31,*

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                             2006      2007      2008       2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>            <C>              <C>             <C>             <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                                                   $354,091,499    $354,091,499    $354,000,000

Average interest rate                                                                          5.67%           5.67%
------------------------
Variable-rate Credit
Facility                                                                               $667,000,000    $667,000,000    $667,000,000

Average interest rate                                                                          3.17%           3.17%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
financial instruments:
------------------------
Pay fixed/receive
variable interest rate
swap agreements                                                                        $627,725,000    $627,725,000    $ 12,665,528

Average pay rate                                                                               4.68%           4.68%

Average receive rate                                                                           3.17%           3.17%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
Camden Operating, L.P.,
7% Series B Cumulative
Redeemable Perpetual
Preferred Units,
Callable 12/2/08,
Current Yield: 7.01%                                   $30,692,313                                     $ 30,692,313    $ 30,713,100

Colonial Realty
Limited Partnership,
7.25% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
8/24/09, Current
Yield: 7.17%                                           $ 4,809,800                                     $  4,809,800    $  5,059,000

Essex Portfolio, L.P.,
7.875%  Series B
Cumulative Redeemable
Preferred Units,
Callable 12/31/09,
Current Yield: 7.73%                                                  $26,619,032                      $ 26,619,032    $ 26,747,018

                                       19
<PAGE>

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                             2006      2007      2008       2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
Liberty Property L.P.,
7.45% Series B Cumulative
Redeemable Preferred
Units, Callable 8/31/09,
Current Yield: 7.16%                                                  $39,750,000                      $ 39,750,000    $ 41,340,000

MHC Operating Limited
Partnership, 8.0625%
Series D Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 7.89%                                                  $55,000,000                      $ 55,000,000    $ 56,232,000


National Golf
Operating Partnership,
L.P., 11% Series A
Cumulative Redeemable
Preferred Units,
Callable 2/6/03,
Current Yield: 10.91%     $27,877,518                                                                  $ 27,877,518    $ 31,825,104

National Golf
Operating Partnership,
L.P., 11% Series B
Cumulative Redeemable
Preferred Units,
Callable 2/6/03,
Current Yield: 10.91%     $29,833,200                                                                  $ 29,833,200    $ 30,252,000

PSA Institutional
Partners, L.P., 6.40%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 6.64%                                                  $70,096,660                      $ 70,096,660    $ 67,869,650

Regency Centers, L.P.,
7.45% Series D
Cumulative Redeemable
Preferred Units,
Callable
9/29/09, Current
Yield: 7.14%                                                          $32,000,000                      $ 32,000,000    $ 33,401,600

Vornado Realty, L.P.,
7% Series D-10
Cumulative Redeemable
Preferred Units,
Callable 11/17/08,
Current Yield:                                         $11,979,427                                     $ 11,979,427    $ 12,097,426
6.94%(1)
------------------------
Note Receivable:
------------------------
Fixed-rate note
receivable, 8%
                                                                                       $  3,352,436    $  3,352,436    $  3,956,042
</TABLE>

*    The amounts listed  reflect the Fund's  positions as of March 31, 2005. The
     Fund's current positions may differ.
(1)  Belcrest Realty's interest in these Partnership Preference Units is held in
     whole or in part through Bel Holdings LLC.

                                       20
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES.

Eaton Vance, as the Fund's manager,  evaluated the  effectiveness  of the Fund's
disclosure  controls and  procedures  (as defined by Rule  13a-15(e) of the 1934
Act) as of the end of the period covered by this report,  with the participation
of the Fund's Chief Executive  Officer and Chief Financial  Officer.  The Fund's
disclosure  controls and procedures are the controls and other  procedures  that
the Fund designed to ensure that it records,  processes,  summarizes and reports
in a timely manner the  information  that the Fund must disclose in reports that
it files or submits to the  Securities  and Exchange  Commission.  Based on that
evaluation,  the Fund's  Chief  Executive  Officer and Chief  Financial  Officer
concluded  that,  as of March 31,  2005,  the  Fund's  disclosure  controls  and
procedures  were  effective.  During the quarter,  the Fund  adopted  additional
internal  controls  relating  to its  real  estate  investments,  including  the
establishment  of a valuation  committee  to oversee the  implementation  of the
valuation  policies  relating to the Fund's  real estate and other  investments.
There were no other  changes  in the  Fund's  internal  control  over  financial
reporting  that  occurred  during the  quarter  ended  March 31,  2005 that have
materially  affected or are reasonably likely to materially  affect,  the Fund's
internal control over financial reporting.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance.  The Fund's Chief  Executive  Officer and
Chief  Financial  Officer  intend to report to the Board of  Directors  of Eaton
Vance, Inc. (the sole trustee of Eaton Vance) any significant  deficiency in the
design or operation of internal  control over  financial  reporting  which could
adversely  affect the Fund's  ability to record,  process,  summarize and report
financial data, and any fraud, whether or not material, that involves management
or other employees who have a significant  role in the Fund's  internal  control
over financial reporting.

Effective April 15, 2005,  Eaton Vance appointed James L. O'Connor interim Chief
Financial Officer to serve during Michelle A. Green's maternity leave,  which is
expected to continue for three to four months.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31, 2004,  shares of the Fund may be redeemed by Fund  shareholders  on
any business  day.  Redemptions  are met at the net asset value per share of the
Fund. The right to redeem is available to all  shareholders  and all outstanding
Fund shares are eligible. During each month in the quarter ended March 31, 2005,
the total number of shares redeemed and the average price paid per share were as
follows:

                     Total No. of Shares    Average Price Paid
Month Ended           Redeemed(1)               Per Share
----------------------------------------------------------------
January 31, 2005         55,979.993              $108.45
----------------------------------------------------------------
February 28, 2005       299,191.623              $109.59
----------------------------------------------------------------
March 31, 2005          717,893.520              $110.09
----------------------------------------------------------------
Total                 1,073,064.076              $109.58
----------------------------------------------------------------

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were submitted to a vote of security  holders during the three months
ended March 31, 2005.

                                       21
<PAGE>
ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

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

31.1           Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
               Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2           Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
               Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

(b)  Reports on Form 8-K:

     None.

                                       22
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 10, 2005.




                                BELCREST CAPITAL FUND LLC


                                /s/ James L. O'Connor
                                ---------------------
                                James L. O'Connor
                                Chief Financial Officer
                                (Duly Authorized Officer and
                                Principal Financial Officer)









                                       23
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

31.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

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

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




                                       24