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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2002
                          Commission File No. 000-30509


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


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


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


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


                                      None
                                      ----

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



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

                                       1
<PAGE>

                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I  - FINANCIAL INFORMATION                                             Page

Item 1.   Condensed Consolidated Financial Statements                         3

          Condensed Consolidated Statements of Assets and Liabilities
          as of September 30, 2002 (Unaudited) and December 31, 2001          3

          Condensed Consolidated Statements of Operations (Unaudited) for
          the Three Months Ended September 30, 2002 and 2001 and for the
          Nine Months Ended September 30, 2002 and 2001                       4

          Condensed Consolidated Statements of Changes in Net Assets
          (Unaudited) for the Nine Months Ended September 30, 2002 and 2001   6

          Condensed Consolidated Statements of Cash Flows (Unaudited) for
          the Nine Months Ended September 30, 2002 and 2001                   7

          Financial Highlights (Unaudited) for the Nine Months Ended
          September 30, 2002                                                  9

          Notes to Condensed Consolidated Financial Statements as of
          September 30, 2002 (Unaudited)                                     10

Item 2.   Management's  Discussion and Analysis of Financial Condition and
          Results of Operations                                              12

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         16

Item 4.   Controls and Procedures                                            17

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                  18

Item 2.   Changes in Securities and Use of Proceeds                          18

Item 3.   Defaults Upon Senior Securities                                    18

Item 4.   Submission of Matters to a Vote of Security Holders                18

Item 5.   Other Information                                                  18

Item 6.   Exhibits and Reports                                               18


SIGNATURES                                                                   19

                                       2
<PAGE>

PART I.           FINANCIAL INFORMATION
Item 1.           Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                  September 30,
                                                      2002         December 31,
                                                   (Unaudited)         2001
                                                  -------------    ------------

Assets:
  Investment in Belvedere Capital Fund
   Company LLC                                   $2,420,307,851   $3,417,745,020
  Investment in Partnership Preference Units        568,810,559      570,711,688
  Investment in other real estate                   816,729,842    1,042,486,780
  Short-term investments                              1,302,000        5,719,717
                                                 --------------   --------------
Total Investments                                $3,807,150,252   $5,036,663,205
  Cash                                               12,659,088       12,170,155
  Escrow deposits - restricted                       14,328,551       15,248,666
  Interest and dividends receivable                   8,961,287        5,180,619
  Other assets                                        7,819,832       11,314,657
                                                 --------------   --------------
Total assets                                     $3,850,919,010   $5,080,577,302
                                                 --------------   --------------

Liabilities:
  Loan payable on Credit Facility                $  817,350,000   $  884,350,000
  Mortgages payable                                 663,129,647      773,645,268
  Payable for Fund Shares redeemed                   10,630,850        1,395,000
  Open interest rate swap contracts, at value        67,564,096       49,830,356
  Security deposits                                   2,665,936        2,894,109
  Swap interest payable                               4,707,524        4,338,728
  Accrued expenses:
   Interest expense                                   6,760,694        8,294,748
   Property taxes                                     8,651,869       10,181,155
   Other expenses and liabilities                     7,429,614        7,415,556
  Minority interests in controlled subsidiaries      33,427,028       84,242,013
                                                 --------------   --------------
Total liabilities                                $1,622,317,258   $1,826,586,933
                                                 --------------   --------------
Net assets                                       $2,228,601,752   $3,253,990,369
                                                 --------------   --------------
Shareholders' Capital
                                                 --------------   --------------
  Shareholders' capital                          $2,228,601,752   $3,253,990,369
                                                 --------------   --------------

Shares Outstanding                                   28,488,333       30,417,292
                                                 --------------   --------------

Net Asset Value and Redemption Price Per Share   $        78.23   $       106.98
                                                 --------------   --------------


            See notes to condensed consolidated financial statements

                                       3

<PAGE>

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of  Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months      Three Months        Nine Months       Nine Months
                                                                  Ended             Ended              Ended             Ended
                                                               September 30,     September 30,      September 30,     September 30,
                                                                   2002              2001               2002              2001
                                                               -------------     -------------      -------------     -------------
<S>                                                            <C>               <C>                <C>               <C>
Investment Income:
  Dividends allocated from Belvedere Capital
   (net of foreign taxes of $78,530, $82,385,
   $300,567, $195,786, respectively)                           $  8,746,923      $  9,064,457       $ 27,223,566      $ 26,399,752
  Interest allocated from Belvedere Capital                         200,459           567,236            720,348         2,596,274
  Expenses allocated from Belvedere Capital                      (4,046,391)       (5,155,659)       (13,849,800)      (16,262,030)
                                                               -------------     -------------      -------------     -------------
  Net investment income allocated from
   Belvedere Capital                                           $  4,900,991      $  4,476,034       $ 14,094,114      $ 12,733,996
  Dividends from Partnership Preference Units                    13,092,134        17,523,861         39,294,777        40,262,292
  Rental income                                                  33,903,937        44,335,109        105,717,460       124,603,977
  Interest                                                           23,215           278,927            135,290         1,032,992
                                                               -------------     -------------      -------------     -------------
Total investment income                                        $ 51,920,277      $ 66,613,931       $159,241,641      $178,633,257
                                                               -------------     -------------      -------------     -------------

Expenses:
  Investment advisory and administrative fees                  $  2,765,589      $  3,579,227       $  9,082,455      $ 10,721,817
  Property management fees                                        1,304,217         1,744,999          4,097,178         4,879,015
  Distribution and servicing fees                                   829,002         1,137,895          3,016,826         3,721,486
  Interest expense on mortgages                                  12,863,705        16,840,811         39,939,765        47,395,534
  Interest expense on Credit Facility                             4,996,571        11,628,667         15,433,995        42,675,481
  Interest expense on swap contracts                             11,680,481         6,368,314         33,650,608        11,348,093
  Property and maintenance expense                               11,188,827        13,974,632         32,718,127        38,133,679
  Property taxes and insurance                                    4,531,834         4,953,156         13,794,187        13,576,838
  Miscellaneous                                                     330,422           587,227          1,190,409         2,656,114
                                                               -------------     -------------      -------------     -------------
 Total expenses                                                $ 50,490,648      $ 60,814,928       $152,923,550      $175,108,057
Deduct:
  Reduction of investment advisory
   and administrative fees                                          610,857           809,186          2,145,019         2,585,527
                                                               -------------     -------------      -------------     -------------
Net expenses                                                   $ 49,879,791      $ 60,005,742       $150,778,531      $172,522,530
                                                              --------------    --------------     --------------     -------------
Net investment income before minority
 interests in net income of controlled
 subsidiaries                                                  $  2,040,486      $  6,608,189       $  8,463,110      $  6,110,727
Minority interests in net income
 of controlled subsidiaries                                        (535,236)       (1,492,556)        (2,992,585)       (5,148,605)
                                                               -------------     -------------      -------------     -------------
Net investment income                                          $  1,505,250      $  5,115,633       $  5,470,525      $   962,122
                                                               -------------     -------------      -------------     -------------
</TABLE>

            See notes to condensed consolidated financial statements

                                       4

<PAGE>


BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of  Operations
(Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                Three Months      Three Months       Nine Months       Nine Months
                                                                   Ended             Ended              Ended             Ended
                                                                September 30,     September 30,     September 30,     September 30,
                                                                    2002              2001               2002             2001
                                                                -------------     -------------     -------------     -------------
<S>                                                             <C>               <C>               <C>               <C>
Realized and Unrealized Gain (Loss)
Net realized gain loss -
  Investment transactions from Belvedere Capital
   (identified cost basis)                                      $ (54,420,240)    $ (42,065,190)    $(203,300,931)    $ (44,404,461)
  Investment transactions in Partnership
   Preference Units (identified cost basis)                                 -         3,068,006           374,360         3,068,006
  Investment transactions in other real estate
   investments                                                              -                 -        (1,532,128)                -
                                                                --------------    --------------    --------------    --------------
 Net realized loss                                              $ (54,420,240)    $ (38,997,184)    $(204,458,699)    $ (41,336,455)
                                                                --------------    --------------    --------------    --------------
 Change in unrealized appreciation(depreciation)-
  Investment in Belvedere Capital
   (identified cost basis)                                      $(388,020,095)    $(465,250,043)    $(615,592,266)    $(724,608,864)
  Investments in Partnership Preference Units
   (identified cost basis)                                         18,049,461       (19,678,834)       33,098,871        49,916,648
  Investment in other real estate (net of
   minority interests in unrealized loss of
   controlled subsidiaries of $5,548,478,
   $6,996,356, $41,445,190 and
   $24,044,095, respectively)                                      (1,769,838)        6,996,356       (40,756,598)       11,685,509
  Interest rate swap contracts                                    (12,548,231)      (38,377,516)      (17,733,740)      (49,907,305)
                                                                -------------     --------------    ---------------   --------------
 Net change in unnrealized appreciation
  (depreciation)                                                $(384,288,703)    $(516,310,037)    $(640,983,733)    $(712,914,012)
                                                                --------------    --------------    --------------    --------------
 Net realized and unrealized loss                               $(438,708,943)    $(555,307,221)    $(845,442,432)    $(754,250,467)
                                                                --------------    --------------    --------------    --------------
 Net decrease in net assets from operations                     $(437,203,693)    $(550,191,588)    $(839,971,907)    $(753,288,345)
                                                                ==============    ==============    ==============    ==============
</TABLE>


            See notes to condensed consolidated financial statements

                                       5
<PAGE>

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

                                                Nine Months        Nine Months
                                                   Ended              Ended
                                               September 30,      September 30,
                                                   2002               2001
                                              ---------------    ---------------
Increase (Decrease) in Net Assets:
  Net investment income (loss)                $     5,470,525    $      962,122
  Net realized loss on investment transactions   (204,458,699)      (41,336,455)
  Net change in unrealized appreciation
  (depreciation) of investments                  (640,983,733)     (712,914,012)
                                              ---------------    ---------------
 Net decrease in net assets from operations   $  (839,971,907)   $ (753,288,345)
                                              ---------------    ---------------

Transactions in Fund Shares -
 Net asset value of Shares redeemed           $  (185,416,710)   $ (101,624,721)
                                              --------------     ---------------
Net decrease in net assets from Fund
 Share transactions                           $  (185,416,710)   $ (101,624,721)
                                              --------------     --------------

Net decrease in net assets                    $(1,025,388,617)   $ (854,913,066)

Net assets:
 Beginning of period                          $ 3,253,990,369    $3,807,101,131
                                              ----------------   ---------------
 End of period                                $ 2,228,601,752    $2,952,188,065
                                              ================   ===============


            See notes to condensed consolidated financial statements

                                       6
<PAGE>


BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Nine Months           Nine Months
                                                                                              Ended                 Ended
                                                                                          September 30,         September 30,
                                                                                              2002                  2001
                                                                                        -----------------     -----------------
<S>                                                                                      <C>                   <C>
Cash Flows From (For) Operating Activities -
Net decrease in net assets from operations                                               $(839,971,907)        $(753,288,345)
Adjustments to reconcile net decrease in net assets from operations to net
 cash flows from (for) operating activities -
  Amortization of debt issuance costs                                                          596,483               672,974
  Net investment income allocated from Belvedere Capital                                   (14,094,114)          (12,733,996)
  (Increase) decrease in interest and dividends receivable                                  (3,780,668)           12,288,687
  Increase in escrow deposits                                                                 (528,515)           (4,807,983)
  Decrease in other assets                                                                   1,793,922             2,436,734
  Increase in interest payable for open swap contracts                                         368,796             3,311,035
  Increase (decrease) in accrued property taxes                                               (851,580)            1,516,599
  Decrease in security deposits, accrued interest and accrued other expenses
   and liabilities                                                                            (239,401)           (4,224,552)
  Increase in minority interest                                                                     -                216,000
  Improvements to rental property                                                           (5,788,406)           (7,814,097)
  Payments for investments in other real estate                                                     -            (75,156,301)
  Proceeds from sale of investment in other real estate                                     31,588,186                     -
  Decrease in cash due to sale of majority interest in controlled subsidiary                (1,195,835)                    -
  Sales of Partnership Preference Units                                                     35,374,360            80,940,000
  Net decrease (increase) in investment in Belvedere Capital                                19,977,702           (53,700,085)
  Decrease in short-term investments                                                         4,417,717            22,880,111
  Minority interests in net income of controlled subsidiaries                                2,992,585             5,148,605
  Net realized loss on investment transactions                                             204,458,699            41,336,455
  Net change in unrealized (appreciation) depreciation of investments                      640,983,733           712,914,012
                                                                                         --------------  -------------------
Net cash flows from (for) operating activities                                           $  76,101,757         $ (28,064,147)
Cash Flows From (For) Financing Activities -
  Proceeds from (repayment of) Credit Facility                                           $ (67,000,000)        $  41,600,000
  Payments on mortgages                                                                     (3,146,138)           (2,803,391)
  Payments for Fund Shares redeemed                                                         (3,520,473)           (5,202,104)
  Distributions paid to minority shareholders                                               (1,946,213)           (2,734,525)
                                                                                         --------------        --------------
Net cash flows from (for) financing activities                                           $ (75,612,824)        $  30,859,980
Net increase in cash                                                                     $     488,933         $   2,795,833

Cash at beginning of period                                                              $  12,170,155         $  10,419,784
                                                                                         --------------        --------------
Cash at end of period                                                                    $  12,659,088         $  13,215,617
                                                                                         ==============        ==============
</TABLE>

            See notes to condensed consolidated financial statements

                                       7
<PAGE>


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

                                                    Nine Months     Nine Months
                                                       Ended           Ended
                                                   September 30,   September 30,
                                                       2002            2001
                                                   ------------    ------------
Supplemental Disclosure of Non-cash Investing and
Financing Activities-
  Interest paid for loan-Credit Facility           $ 15,920,432    $  47,516,781
  Interest paid for swap contracts                 $ 33,281,812    $   8,037,058
  Interest paid for mortgages                      $ 39,435,437    $  45,616,385
  Market value of securities distributed in
   payment of redemptions                          $172,660,387    $  96,078,975
  Market value of real property and other assets,
   net of current liabilities, assumed in
   conjunction with acquisition of real estate
   investments                                     $          -    $ 312,541,047
  Mortgage assumed in conjunction with acquisition
   of real estate investments                      $          -    $ 217,307,500
  Market value of real property and other assets,
   net of current liabilities, disposed of in
   conjunction with sale of real estate investment
   in Bel Apartment                                $148,197,322    $           -
  Mortgage disposed of in conjunction with sale
   of real estate investment in Bel Apartment      $107,369,483    $           -


            See notes to condensed consolidated financial statements

                                       8

<PAGE>

BELCREST CAPITAL FUND LLC
Financial Highlights (Unaudited)

--------------------------------------------------------------------------------
For the Nine Months Ended September 30, 2002
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Net asset value - Beginning of period                              $   106.980
--------------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income (6)                                          $     0.185
Net realized and unrealized loss                                       (28.935)
--------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                         $   (28.750)
--------------------------------------------------------------------------------

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

NET ASSET VALUE - END OF PERIOD                                    $    78.230
--------------------------------------------------------------------------------

TOTAL RETURN (1)                                                        (26.87)%

--------------------------------------------------------------------------------
                                              As a Percentage   As a Percentage
                                              of Average Net    of Average Gross
RATIOS                                          Assets (5)       Assets (4)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated Real
 Property Subsidiaries
  Interest and other borrowing costs (3)        1.51% (9)          1.02% (9)
  Operating expenses (3)                        1.89% (9)          1.28% (9)
Belcrest Capital Fund LLC Expenses
  Interest and other borrowing costs (2)        2.29% (9)          1.55% (9)
  Investment advisory and administrative fees,
   servicing fees and other Fund operating
   expenses (2)(7)                              1.14% (9)          0.77% (9)
                                            ------------------------------------
Total expenses                                  6.83% (9)          4.62% (9)

Net investment income                           0.26% (9)          0.18% (9)
--------------------------------------------------------------------------------

SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                          $ 2,288,602
Portfolio Turnover of Tax-Managed Growth Portfolio                          16%
--------------------------------------------------------------------------------

(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.
(2)  Ratio  includes  the  expenses of Belcrest  Capital  Fund LLC and  Belcrest
     Realty  Corporation (BRC), for which Belcrest Capital Fund LLC owns 100% of
     the outstanding  common stock. The ratio does not include expenses of other
     real estate subsidiaries.
(3)  Ratio  includes  BRC's  proportional  share  of  expenses  incurred  by its
     majority-owned subsidiaries.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belcrest Capital Fund LLC (not including its investment in BRC) plus all
     assets of BRC minus the sum of their  liabilities  other than the principal
     amount of money borrowed.  For this purpose,  the assets and liabilities of
     BRC's controlled  subsidiaries are reduced by the  proportionate  interests
     therein of investors other than BRC.
(5)  For the purpose of  calculating  ratios,  the income and  expenses of BRC's
     controlled  subsidiaries are reduced by the proportionate interests therein
     of investors other than BRC.
(6)  Calculated using average shares outstanding.
(7)  Ratio  includes  Belcrest  Capital Fund LLC's share of Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.
(8)  The  expenses   reflect  a  reduction  of  the   investment   advisory  and
     administrative  fees.  Had such action not been taken,  the ratios of total
     expenses  to average net assets and average  gross  assets  would have been
     6.93% and 4.69%,  respectively,  and the ratios of net investment income to
     average  net  assets and  average  gross  assets  would have been 0.16% and
     0.11%, respectively.
(9)  Annualized.

            See notes to condensed consolidated financial statements

                                       9
<PAGE>

BELCREST CAPITAL FUND LLC as of September 30, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1    Basis of Presentation

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

The balance  sheet at December 31, 2001,  has been derived from the December 31,
2001 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2    Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company LLC  (Belvedere  Capital) for the nine months ended  September  30, 2002
aggregated $106,910,691 and $299,548,777  respectively,  and for the nine months
ended September 30, 2001 aggregated $160,782,329 and $203,117,273, respectively.
For the nine months ended  September 30, 2002,  sales of Partnership  Preference
Units  aggregated  $35,374,360.  For the nine months ended  September  30, 2001,
sales of Partnership  Preference  Units  aggregated  $80,940,000.  There were no
purchases of Partnership Preference Units during the nine months ended September
30, 2002 and for the nine months ended  September 30, 2001.  For the nine months
ended  September  30,  2002,   acquisitions  and  sales  of  other  real  estate
investments  aggregated $0 and  $31,588,186,  respectively.  For the nine months
ended  September  30,  2001,   acquisitions  and  sales  of  other  real  estate
investments aggregated $75,156,301 and $0, respectively.

For the nine months ended  September 30, 2001,  sales of Partnership  Preference
Units include  amounts sold to other funds  sponsored by Eaton Vance  Management
(EVM), for which a gain of $663,006 was recognized.

During the nine months ended  September 30, 2002,  Belcrest  Realty  Corporation
(BRC)  sold  its  majority  interest  in Bel  Apartment  Properties  Trust  (Bel
Apartment) to another fund  sponsored by EVM, for which a loss of $1,532,128 was
recognized.

                                       10
<PAGE>

In October  2002,  BRC sold its majority  interest in Bel  Communities  Property
Trust to another  fund  sponsored  by EVM,  for which a gain of  $3,872,661  was
recognized.

3    Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
September 30, 2002 was $8,043,904,602  representing 58.6% of the Portfolio's net
assets and at September 30, 2001 was  $8,914,385,448  representing  55.5% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at September
30, 2002 was $2,420,307,851 representing 30.1% of Belvedere Capital's net assets
and at September 30, 2001 was  $3,157,064,666,  representing  35.4% of Belvedere
Capital's net assets.  Investment income allocated to Belvedere Capital from the
Portfolio for the nine months ended September 30, 2002 totaled  $88,799,143,  of
which  $27,943,914  was allocated to the Fund.  Investment  income  allocated to
Belvedere  Capital from the  Portfolio  for the nine months ended  September 30,
2001  totaled  $77,460,677,  of which  $28,996,026  was  allocated  to the Fund.
Expenses  allocated to Belvedere  Capital from the Portfolio for the nine months
ended September 30, 2002 totaled $32,657,939, of which $10,325,859 was allocated
to the Fund.  Expenses allocated to Belvedere Capital from the Portfolio for the
nine months ended September 30, 2001 totaled  $32,264,414,  of which $12,085,263
was allocated to the Fund.  Belvedere Capital allocated  additional  expenses to
the  Fund  of  $3,523,941  for  the  nine  months  ended   September  30,  2002,
representing  $93,179 of operating  expenses  and  $3,430,762  of service  fees.
Belvedere  Capital allocated  additional  expenses to the Fund of $4,176,767 for
the nine months  ended  September  30, 2001,  representing  $98,523 of operating
expenses and $4,078,244 of service fees.

A summary of the Portfolio's  Statement of Assets and Liabilities,  at September
30, 2002,  December 31, 2001 and September 30, 2001 and its  operations  for the
nine months ended  September 30, 2002,  the year ended December 31, 2001 and the
nine months ended September 30, 2001 follows:

                            September 30,      December 31,      September 30,
                                 2002              2001               2001
                           ---------------   ----------------   ----------------
Investments, at value      $13,713,440,772   $18,312,992,768    $15,879,363,685
Other Assets                    59,906,476        23,229,223        247,862,763
--------------------------------------------------------------------------------
Total Assets               $13,773,347,248   $18,336,221,991    $16,127,226,448
Total Liabilities               35,785,860           357,011         63,436,483
--------------------------------------------------------------------------------
Net Assets                 $13,737,561,388   $18,335,864,980    $16,063,789,965
================================================================================
Dividends and interest     $   155,639,717   $   192,367,081    $   141,895,798
--------------------------------------------------------------------------------
Investment adviser fee     $    55,373,624   $    76,812,367    $    57,512,662
Other expenses                   1,956,361         2,161,015          1,602,705
--------------------------------------------------------------------------------
Total expenses             $    57,329,985   $    78,973,382    $    59,115,367
--------------------------------------------------------------------------------
Net investment income      $    98,309,732   $   113,393,699    $    82,780,431
Net realized losses           (503,906,340)     (360,120,300)      (226,406,730)
Net change in unrealized
 appreciation
 (depreciation)             (4,125,048,140)   (1,605,211,090)    (3,614,091,583)
--------------------------------------------------------------------------------
Net decrease in
 net assets from
 operations                $(4,530,644,748)  $(1,851,937,691)   $(3,757,717,882)
--------------------------------------------------------------------------------

                                       11
<PAGE>

4    Cancelable Interest Rate Swap Agreements

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

The notional or contractual  amounts of these  instruments  may not  necessarily
represent the amounts  potentially subject to risk. The measurement of the risks
associated  with  these  investments  is  meaningful  only  when  considered  in
conjunction with all related assets, liabilities and agreements. As of September
30, 2002 and  December 31, 2001,  Belcrest  Capital has entered into  cancelable
interest rate swap  agreements  with Merrill Lynch  Capital  Services,  Inc., as
listed below.
<TABLE>
<CAPTION>
                  Notional                                    Initial                           Unrealized        Unrealized
                   Amount                                    Optional            Final         Depreciation      Depreciation
  Effective        (000's        Fixed       Floating       Termination       Termination    At September 30,   At December 31,
    Date          omitted)       Rate          Rate            Rate               Date             2002              2001
------------------------------------------------------------------------------------------------------------------------------------
  <S>             <C>           <C>         <C>             <C>               <C>            <C>                <C>
   11/98          $ 68,750      6.2250%     Libor + 0.45%     11/24/03         11/24/05      $ 3,034,275          $ 1,781,035
   11/98            24,528      6.2950%     Libor + 0.45%     05/24/03         11/24/05          730,581              603,624
   11/98            41,368      6.3100%     Libor + 0.45%     02/24/03         11/24/05          935,963              958,841
   02/99             9,030      6.5050%     Libor + 0.45%     03/04/03         11/24/05          165,485              235,750
   02/99            21,996      6.4970%     Libor + 0.45%     04/20/03         11/24/05          525,028              605,921
   02/99            20,018      6.4390%     Libor + 0.45%     11/24/03         11/24/05          940,472              635,733
   02/99           111,000      6.4068%     Libor + 0.45%     02/23/04         11/24/05        6,091,947            3,623,059
   04/99            80,000      6.5550%     Libor + 0.45%     04/28/04         11/24/05        5,050,889            3,058,399
   04/99            16,468      6.7195%     Libor + 0.45%     02/06/03         11/24/05          254,527              480,383
   04/99            12,671      6.6176%     Libor + 0.45%     11/24/03         11/24/05          623,720              462,881
   04/99            15,105      6.5903%     Libor + 0.45%     02/23/04         11/24/05          871,134              571,060
   07/99            26,516      7.3080%     Libor + 0.45%     11/24/03         11/24/05        1,524,855            1,430,877
   07/99            40,193      7.3010%     Libor + 0.45%     02/23/04         11/24/05        2,734,694            2,286,386
   07/99            10,109      7.2370%     Libor + 0.45%     04/29/04         11/24/05          752,761              580,387
   07/99           155,000      7.2310%     Libor + 0.45%     07/28/04         11/24/05       12,960,274            9,298,744
   09/99            17,674      7.7000%     Libor + 0.45%     02/23/04         11/24/05        1,303,986            1,184,451
   09/99             9,833      7.6350%     Libor + 0.45%     07/28/04         11/24/05          896,518              702,968
   09/99            43,000      7.6525%     Libor + 0.45%     09/17/04         11/24/05        4,164,111            3,168,606
   09/99            35,024      7.6440%     Libor + 0.45%     07/28/04         11/24/05        3,199,061            2,512,664
   09/99           212,000      7.6224%     Libor + 0.45%     09/28/04         11/24/05       20,651,130           15,521,494
   09/99             1,907      7.5800%     Libor + 0.45%     04/29/04         11/24/05          152,685              127,093
------------------------------------------------------------------------------------------------------------------------------------
    Total                                                                                    $67,564,096          $49,830,356
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2002,  COMPARED TO THE
QUARTER ENDED SEPTEMBER 30, 2001

The  total   return  of  Belcrest   Capital   Fund  LLC  and  its   subsidiaries
(collectively,  the Fund) was -16.18% for the quarter ended  September 30, 2002.
This  return  reflects a decrease  in the Fund's net asset  value per share from
$93.33 to $78.23 during the period.  For  comparison,  the Standard & Poor's 500
Index (the S&P 500), an unmanaged index of large capitalization  stocks commonly
used as a benchmark for the U.S.  equity  market,  had a total return of -17.27%
over the same period.  Investors  cannot  invest  directly in an Index.  For the
quarter  ended  September  30, 2001,  the Fund's total return was -15.67%.  This

                                       12
<PAGE>

return reflected a decrease in the Fund's net asset value per share from $113.89
to $96.04.  For  comparison,  the S&P 500 had a total return of -14.67% over the
same period.

A multitude  of factors  contributed  to the  disconnect  between  the  economic
recovery and the dismal  performance  of the equity  markets.  A combination  of
geopolitical uncertainties, negative investor sentiment, and fears of double dip
recession  pressured equity returns.  The third quarter of 2002 marked the worst
broad  market  decline,  as measured by the S&P 500 since the fourth  quarter of
1987.  Looking back a year ago during the same period,  the U.S.  equity  market
fell sharply as well,  but mostly in response to the tragic  events of September
11th  coupled  with  deteriorating  domestic  economic  conditions.  Every major
domestic  benchmark  experienced  negative  returns  during the  September  2002
quarter,  and none of the S&P 500 sectors or industry groups had gains. A subtle
change in leadership to growth and large caps emerged,  but  volatility  and the
pace of sector rotation remained at high levels.

The best  performing  sector  during the period of the S&P 500 was health  care,
while information technology and telecommunications  services continued to trail
the  benchmark.  Market  leading  groups in the third  quarter of 2002  included
casinos and gaming stocks,  agricultural  equipment,  as well as defensive plays
such as household products,  generic  pharmaceuticals  and utilities.  Defensive
leadership was evident during the third quarter of 2001 as well,  resulting from
cautious  investor   sentiment  due  to  September  11th.  Last  year's  leading
industries  included  consumer  products,  pharmaceuticals,  packaged  foods and
utilities  groups.  Higher  beta  and more  aggressive  groups  were  the  worst
performers for the quarter ending in September  2002, a continued theme from the
same period in 2001. Weaker group performers included semiconductors,  airlines,
entertainment, catalog retail and steel stocks .

In this challenging environment, the performance of Tax-Managed Growth Portfolio
(the Portfolio)  surpassed that of the overall market. The Portfolio  maintained
an overweight position in the industrials and consumer staples sectors, a slight
directional  increase  from the levels  held at the end of the third  quarter of
2001.  The  Portfolio's  emphasis  in the  areas  of  food  and  drug  products,
airfreight logistics, machinery and defense sub-groups contributed positively to
its performance.  The Portfolio's neutral weight in the energy group, a relative
increase from last year, particularly in the oil and gas industry,  proved to be
constructive for the overall returns. The Portfolio's underweight in health care
and an overweight of the consumer  discretionary  stocks detracted from returns.
While the Portfolio had gradually  reduced its position in the financial  sector
from last  year's  level,  this  sector  was  overweighted,  weakening  absolute
returns,  mainly due to insurance and bank industry  holdings.  Lack of earnings
visibility and fundamental  uncertainty resulted in the Portfolio's  de-emphasis
of  information  technology  and   telecommunications,   which  were  the  worst
performing sectors in the quarter ended September 30, 2002.

The combined impact on performance of the Fund's investment  activities  outside
of the Portfolio was modestly negative for the quarters ended September 30, 2002
and  2001.  The  performance  of the  Fund  trailed  that  of the  Portfolio  by
approximately  -1.1% and -1.0% for the  quarters  ended  September  30, 2002 and
2001, respectively. The Fund's investments in real estate Partnership Preference
Units generally  benefited from declining  interest rates and tightening spreads
in income-oriented  securities,  particularly in real estate-related securities,
for the quarter  ended  September  30, 2002,  but suffered  modestly from rising
credit spreads impacting the value of the Fund's real estate  investments during
the quarter ended  September  30, 2001.  The Fund's  investments  in real estate
joint ventures  experienced  weakness in multifamily  fundamentals  in many U.S.

                                       13
<PAGE>

markets,  which resulted in declines in value during 2002. For the quarter ended
September 30, 2001,  the real estate joint  ventures  performed  modestly  well,
despite weakness in operating fundamentals. For the quarters ended September 30,
2002 and 2001,  interest rate swap  valuations  declined as interest rates fell.
During both periods,  dividends received from the Fund's Partnership  Preference
Units and real estate joint venture investments modestly added to performance.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002,  COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2001

The Fund's  total  return  for the nine  months  ended  September  30,  2002 was
-26.87%. This return reflects a decrease in the Fund's net asset value per share
from  $106.98 to $78.23  during the period.  For  comparison,  the S&P 500 had a
total  return  of  -28.15%  over the same  period.  For the  nine  months  ended
September 30, 2001, the Fund's total return was -20.17%. This return reflected a
decrease  in the Fund's net asset  value per share from  $120.30 to $96.04.  For
comparison, the S&P 500 had a total return of -20.38% over the same period.

Investors  awaiting  earnings  and  economic  solidification  were  troubled  by
political  uncertainties,  possibility  of a double  dip  recession,  lackluster
corporate growth prospects,  and weakening consumer resilience.  Heightened risk
sensitivity translated into negative investor sentiment, which has prolonged the
bear market.  The first nine months of 2002  repeated  another  volatile  market
pattern seen during the same period in 2001,  rising gradually through mid-March
and  retreating  to the  lowest  levels  of the  year at the  end of  September.
Investors'  behavior  however proved  different  during 2002 in that U.S. equity
fund net outflows were at peak levels,  sharply  contrasting net inflow activity
seen during the first nine months of 2001. Most major indices posted  multi-year
lows, with none achieving positive returns  year-to-date in 2002. All ten of the
S&P 500 sectors declined during this period.  The best performing sectors during
these nine months included consumer staples,  materials, and energy. The weakest
performing groups included fiber optics,  semiconductor  equipment,  unregulated
power producers and information technology consulting and services groups.

For the first nine months of 2002,  the  performance  of the Portfolio was above
that of the overall market. The outperformance  relative to the benchmark can be
attributed to the Portfolio's  sector  allocation and stock selection.  The most
important  decision  was  to  underweight  information  technology  and  telecom
services  groups,  a  continued  theme from 2001.  The  Portfolio  underweighted
computers,  semiconductor  equipment, and diversified and wireless services. The
Portfolio's  positioning in the banks,  insurance,  food  products,  and defense
sub-groups was also beneficial.  The Portfolio gradually reduced holdings in the
health care  sector,  a  directional  shift from the same period last year,  but
participation in the  pharmaceutical  and biotechnology  names nevertheless hurt
returns.   The  only  other  notable  difference  in  the  Portfolio's   current
composition  relative to last year was evident in the reduced underweight in the
energy and utilities sectors.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of the  Portfolio  was  modestly  negative  for the nine  months  ended
September  30, 2002 and 2001.  The  performance  of the Fund trailed that of the
Portfolio by  approximately  -2.5% and -1.2% for the nine months ended September
30, 2002 and 2001, respectively.  During both periods, the Fund's investments in
real estate  Partnership  Preference  Units  generally  benefited from declining
interest   rates  and   tightening   spreads  in   income-oriented   securities,
particularly in real estate-related  securities.  The Fund's investments in real
estate joint ventures experienced  weakness in multifamily  fundamentals in many
U.S.  markets,  which  resulted in declines in value during  2002.  For the nine
months ended  September  30,  2001,  the real estate  joint  ventures  performed

                                       14
<PAGE>

modestly  well,  despite  weakness in  operating  fundamentals.  During the nine
months ended September 30, 2002 and 2001, interest rate swap valuations declined
as interest rates fell. During both periods,  dividends received from the Fund's
Partnership  Preference Units and real estate joint venture investments modestly
added to performance.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

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

As of September 30, 2002 and 2001,  the unrealized  depreciation  related to the
interest rate swap agreements was $67,564,096 and $62,737,162, respectively.

CRITICAL ACCOUNTING POLICIES
----------------------------

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

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

In estimating the value of the Fund's investments in real estate, BMR takes into
account  relevant  factors,  data and  information,  including  with  respect to
investments  in  Partnership  Preference  Units,  information  from  dealers and
similar  firms  with  knowledge  of such  issues  and the  prices of  comparable
preferred  equity  securities  and other fixed or  adjustable  rate  instruments
having similar  investment  characteristics.  Real estate investments other than
Partnership  Preference  Units are generally  stated at estimated  market values
based upon  independent  valuations  assuming an orderly  disposition of assets.
Detailed  investment  valuations  are  performed at least  annually and reviewed
periodically.  Interim  valuations for the real estate joint  ventures,  reflect
results of operations and distributions, and may be adjusted if there has been a
significant change in economic  circumstances  since the most recent independent
valuation.  Given that such valuations  include many assumptions,  including but
not limited to an orderly disposition of assets,  values may differ from amounts
ultimately realized. BMR, as the Fund's investment adviser, determines the value
of interest  rate  swaps,  and, in doing so, may  consider  among other  things,
dealer and counter-party quotes and pricing models.

                                       15
<PAGE>

The policies for valuing real estate investments involve  significant  judgments
that are based upon, without limitation, general economic conditions, the supply
and demand for  different  types of real  properties,  the  financial  health of
tenants,  the timing of lease  expirations  and  terminations,  fluctuations  in
rental rates and operating costs, exposure to adverse  environmental  conditions
and losses from  casualty  or  condemnation,  interest  rates,  availability  of
financing,  managerial  performance and government  rules and  regulations.  The
valuations  of  Partnership  Preference  Units  held  by the  Fund  through  its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in perceived riskiness of such units (including call
risk),  changes in the perceived  riskiness of comparable or similar  securities
trading in the public market and the relationship  between supply and demand for
comparable  or similar  securities  trading in the public  market.  The value of
interest rate swaps may be subject to wide swings in valuation caused by changes
in  interest  rates  and in the  prices  of the  underlying  instrument  and the
interest  rate swap may be  difficult  to value  since  such  instrument  may be
considered illiquid.  Fluctuations in the value of Partnership  Preference Units
derived from changes in general  interest  rates can be expected to be offset in
part (but not entirely) by changes in the value of interest rate swap agreements
or other  interest  rate  hedges  entered  into by the Fund with  respect to its
borrowings.  Fluctuations in the value of real estate  investments  derived from
other factors besides general interest rate movements (including issuer-specific
and sector-specific credit concerns,  property-specific  concerns and changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund. Changes in the valuation of Partnership Preference Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund and  changes in the value of other real estate
investments  will  cause  the  performance  of the  Fund  to  deviate  from  the
performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

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

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

                                       16
<PAGE>

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

                           2003-2005          2006          2007      Thereafter          Total          Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                           <C>              <C>
Rate sensitive
liabilities:
---------------------
Long term debt
 variable rate
 Credit Facility                         $817,350,000                                  $817,350,000     $817,350,000

Average interest
 rate                                        2.24%                                         2.24%


Rate sensitive
 derivative financial
 instruments:
---------------------
Pay fixed/receive
 variable interest rate
 swap contracts                          $972,190,000                                  $972,190,000     $(67,564,096)

Average pay rate                             7.02%                                         7.02%

Average receive rate                         2.24%                                         2.24%
</TABLE>


ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

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

The complete and entire management, control and operation of the Fund are vested
in the Fund's Manager, Eaton Vance. The Fund's organizational structure does not
provide for a board of directors or a board audit committee. As such, the Fund's
Chief  Executive  Officer  and Chief  Financial  Officer  intend  to report  any
significant  deficiency  in the design or operation of internal  controls  which
could  adversely  affect the Fund's  ability to record,  process,  summarize and
report  financial  data, and any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the Fund's internal
controls, to Eaton Vance.

                                       17
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
--------------------------

Although in the ordinary  course of business,  the Fund,  BRC or the real estate
investments  in which BRC has  equity  interests  may become  involved  in legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which  the  Fund  or  BRC is a  party  or of  which  any of  BRC's  real  estate
investments is the subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
--------------------------------------------------

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
----------------------------------------

     None.

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

     None.

ITEM 5. OTHER INFORMATION.
--------------------------

On October 16, 2002, Eaton Vance, as the Fund's Manager, elected Thomas E. Faust
Jr. and Michelle A.  Alexander as the Fund's Chief  Executive  Officer and Chief
Financial Officer,  respectively. Mr. Faust is Executive Vice President of Eaton
Vance and BMR and their  corporate  parent and  trustee,  Eaton Vance Corp.  and
Eaton Vance Inc. He is also the Chief Investment Officer of Eaton Vance and BMR,
and a Director of Eaton Vance Corp.  Ms.  Alexander is a Vice President of Eaton
Vance and BMR.  Mr.  Faust and Ms.  Alexander  also serve as officers of various
investment companies managed or advised by Eaton Vance or BMR.

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

     (a)   Exhibits

     21    List of subsidiaries

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

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

                                       18
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized officer on November 14, 2002.




                                           BELCREST CAPITAL FUND LLC
                                          (Registrant)



                                           By:  /s/ Michelle A. Alexander
                                                -------------------------
                                                Michelle A. Alexander
                                                Duly Authorized Officer and
                                                Principal Accounting Officer

                                       19

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

CERTIFICATION
-------------

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

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

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

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

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

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

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

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

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

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

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

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

Date: November 14, 2002                          /s/ Thomas E. Faust Jr.
                                                 -----------------------
                                                 Thomas E. Faust Jr.
                                                 Chief Executive Officer

                                       20
<PAGE>

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

CERTIFICATION
-------------

I, Michelle A. Alexander, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 14, 2002                          /s/ Michelle A. Alexander
                                                 -------------------------
                                                 Michelle A. Alexander
                                                 Chief Financial Officer

                                       21

<PAGE>

                                  EXHIBIT INDEX

     21        List of subsidiaries

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

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

                                       22