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 June 30, 2001
                          Commission File No. 000-30509
                                              ---------


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


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


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


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


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




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


                                  Page 1 of 25
<PAGE>
                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I -        FINANCIAL INFORMATION                                       Page

Item 1.         Condensed Consolidated Financial Statements

                Condensed Consolidated Statements of Assets
                and Liabilities as of June 30, 2001 (Unaudited)
                and December 31, 2000                                          3

                Condensed  Consolidated  Statements of Operations
                (Unaudited) for the Three Months Ended June 30, 2001
                and 2000 and for the Six Months Ended June 30,
                2001 and 2000                                                  4

                Condensed Consolidated Statements of Changes in
                Net Assets (Unaudited) for the Six Months Ended
                June 30, 2001 and 2000                                         6

                Condensed Consolidated Statements of Cash Flows
                (Unaudited) for the Six Months Ended June 30,
                2001 and 2000                                                  7

                Notes to Condensed  Consolidated Financial Statements
                as of June 30, 2001 (Unaudited)                                9


Item 2.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           16

Item 3.         Quantitative and Qualitative Disclosures About Market Risk    19

PART  II -      OTHER INFORMATION

Item 1.         Legal Proceedings                                             24

Item 2.         Changes in Securities and Use of Proceeds                     24

Item 3.         Defaults Upon Senior Securities                               24

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

Item 5.         Other Information                                             24

Item 6.         Exhibits and Reports                                          24


SIGNATURES                                                                    25


                                       2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------

BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                  June 30,
                                                                                     2001             December 31,
                                                                                 (Unaudited)              2000
                                                                             --------------------  -------------------
<S>                                                                               <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                          $3,643,171,355       $3,955,678,939
     Investment in real estate Partnership Preference Units                          758,221,489          688,626,007
     Investment in other real estate                                               1,190,937,404          879,987,063
     Short-term investments                                                           11,436,697           27,890,159
                                                                             --------------------  -------------------
             Total investments                                                    $5,603,766,945       $5,552,182,168
     Cash                                                                             14,461,472           10,419,784
     Cash - security deposits                                                          1,116,622              970,626
     Dividends receivable                                                                      -           12,288,687
     Escrow deposits - restricted                                                     16,474,283           12,078,851
     Prepaid and deferred expenses                                                       675,127            6,210,987
     Accounts receivable and other assets                                              1,876,714            2,982,937
     Swap interest receivable                                                                  -              369,857
                                                                             --------------------  -------------------
             Total assets                                                         $5,638,371,163       $5,597,503,897
                                                                             --------------------  -------------------

 Liabilities:
    Loan payable                                                                  $1,082,850,000       $1,006,250,000
    Mortgage payable, net of unamortized debt issuance costs                         862,971,027          648,625,391
    Open interest rate swap contracts, at value                                       24,359,646           12,829,857
    Security deposits                                                                  3,284,827            2,698,676
    Swap interest payable                                                              2,388,312                    -
    Accrued expenses:
        Interest expense                                                              12,274,740           14,713,521
        Accrued property taxes                                                         7,310,658            8,062,588
        Other accrued expenses                                                         7,621,278            4,349,200
    Other liabilities                                                                  1,065,863           2,823,496
    Minority interest in controlled subsidiaries                                      98,159,076          90,050,037
                                                                             --------------------  -------------------
             Total liabilities                                                    $2,102,285,427       $1,790,402,766
                                                                             --------------------  -------------------
 Net assets                                                                       $3,536,085,736       $3,807,101,131
                                                                             --------------------  -------------------

 Shareholders' Capital
                                                                             --------------------  -------------------
     Shareholders' capital                                                        $3,536,085,736       $3,807,101,131
                                                                             --------------------  -------------------

Shares Outstanding                                                                    31,048,664           31,646,617
                                                                             --------------------  -------------------

Net Asset Value and Redemption Price Per Share                                           $113.89              $120.30
                                                                             --------------------  -------------------
</TABLE>


                                       3
<PAGE>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
                                                           Three Months      Three Months        Six Months         Six Months
                                                               Ended             Ended              Ended              Ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2001              2000               2001               2000
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                            <C>                <C>              <C>                <C>
 Investment Income:
     Dividends allocated from Belvedere Capital                $8,666,427         $8,966,769       $ 17,335,295       $18,164,039
        (net of foreign taxes of $57,970, $90,384,
         $113,401 and $164,288, respectively)
     Interest allocated from Belvedere Capital                    469,837          2,310,614          2,029,038         3,849,607
     Expenses allocated from Belvedere Capital                 (5,490,495)        (6,247,565)       (11,106,371)      (12,336,256)
                                                         ----------------- ------------------ ------------------ -----------------
     Net investment income allocated from
     Belvedere Capital                                       $  3,645,769         $5,029,818        $ 8,257,962        $9,677,390
     Dividends from Partnership Preference Units                5,225,141         20,379,678         22,738,431        42,984,773
     Rental income                                             44,347,771         25,515,059         80,268,868        25,852,559
     Interest                                                     265,066            412,102            754,065           514,936
                                                         ----------------- ------------------ ------------------ -----------------
             Total investment income                          $53,483,747        $51,336,657      $ 112,019,326       $79,029,658
                                                         ----------------- ------------------ ------------------ -----------------

 Expenses:
    Investment advisory and administrative fees                $3,688,760         $3,410,963        $ 7,142,590        $6,656,742
    Property management fees                                    1,744,761            975,269          3,134,016           975,269
    Distribution and servicing fees                             1,247,783          1,430,027          2,583,591         2,859,309
    Interest expense on credit facility                        14,556,983         18,267,108         31,046,814        37,151,138
    Interest expense on mortgages                              16,759,283         16,065,055         30,554,723        16,692,468
    Interest expense on swap contracts                          3,926,050            222,792          4,979,779         1,922,547
    Property taxes and insurance                                4,811,064          2,701,193          8,623,682         2,701,193
    Property and maintenance                                   13,016,067          7,999,362         24,159,047         7,999,362
    Organizational costs                                            4,291                  -            367,651           150,496
    Custodian and transfer agent fees                              25,627             32,079             44,799            51,059
    Legal and accounting services                                 316,190             16,399            647,918           631,636
    Printing and postage                                              902              1,780              4,304             5,258
    Miscellaneous                                                 218,246              5,496          1,004,215           260,460
                                                         ----------------- ------------------ ------------------ -----------------
            Total expenses                                    $60,316,007        $51,127,523       $114,293,129       $78,056,937
    Deduct:
            Reduction of investment advisory and
            administrative fees                                   864,201            992,290          1,776,341         1,971,703
                                                         ----------------- ------------------ ------------------ -----------------
               Net expenses                                   $59,451,806        $50,135,233       $112,516,788       $76,085,234
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss) before minority
   interests in net income (loss) of
   controlled subsidiaries                                    $(5,968,059)        $1,201,424          $(497,462)       $2,944,424
            Minority interests in net income (loss)
                of controlled subsidiaries                     (1,023,727)         1,123,751         (2,529,201)        1,123,751
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss)                                $  (6,991,786)        $2,325,175        $(3,026,663)       $4,068,175
                                                         ----------------- ------------------ ------------------ -----------------
</TABLE>


                                       4
<PAGE>
Condensed Consolidated Statements of Operations
(Unaudited) (Continued)
<TABLE>
                                                           Three Months      Three Months        Six Months         Six Months
                                                               Ended             Ended              Ended              Ended
                                                             June 30,          June 30,           June 30,           June 30,
                                                               2001              2000               2001               2000
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                            <C>                <C>              <C>                <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
     Investment transactions from Belvedere
            Capital  (identified cost basis)                 $(13,494,885)          $(38,329)       $(2,339,271)      $90,763,988
     Investment transactions in Partnership
            Preference Units (identified cost basis)                    -        (21,236,086)                 -       (53,136,896)
     Termination of interest rate swap contracts                        -          3,198,900                  -         3,198,900
                                                         ----------------- ------------------ ------------------ -----------------
             Net realized gain (loss)                        $(13,494,885)      $(18,075,515)       $(2,339,271)      $40,825,992
                                                         ----------------- ------------------ ------------------ -----------------
       Change in unrealized appreciation(depreciation)-
     Investment in Belvedere Capital
           (identified cost basis)                           $206,353,852       $(30,123,584)     $(259,358,821)     $112,128,966
     Investments in Partnership Preference Units
           (identified cost basis)                             20,448,760         29,185,206         69,595,482        36,456,535
     Investment in other real estate                            8,137,764                  -          4,689,153                 -
     Interest rate swap contracts                               9,960,010         (6,628,367)       (11,529,789)        3,847,371
                                                         ----------------- ------------------ ------------------ -----------------
                Net change in unrealized
                appreciation (depreciation)                  $244,900,386        $(7,566,745)     $(196,603,975)     $152,432,872
                                                         ----------------- ------------------ ------------------ -----------------

 Net realized and unrealized gain (loss)                     $231,405,501       $(25,642,260)     $(198,943,246)     $193,258,864
                                                         ----------------- ------------------ ------------------ -----------------
 Net increase (decrease) in net assets from
 operations                                                  $224,413,715       $(23,317,085)     $(201,969,909)     $197,327,039
                                                         ================= ================== ================== =================
</TABLE>



                                       5
<PAGE>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets   (Unaudited)
<TABLE>
                                                                              Six Months           Six Months
                                                                                 Ended               Ended
                                                                            June 30, 2001        June 30, 2000
                                                                          -------------------  ------------------
<S>                                                                             <C>                   <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                            $   (3,026,663)      $    4,068,175
     Net realized gain (loss) from investment transactions                       (2,339,271)          40,825,992
     Net change in unrealized appreciation (depreciation)
              of investments                                                   (196,603,975)         152,432,872
                                                                          -------------------  ------------------
     Net increase (decrease) in net assets from
               operations                                                    $ (201,969,909)      $  197,327,039
                                                                          -------------------  ------------------

 Transactions in Fund Shares -
     Net asset value of Fund Shares redeemed                                    (67,918,638)         (93,281,139)
                                                                          -------------------  ------------------
     Net decrease in net assets from Fund Share transactions                 $  (67,918,638)      $  (93,281,139)
                                                                          -------------------  ------------------

Distributions to Shareholders -
    Special distributions to Fund Shareholders                               $            -       $   (3,971,841)
    Minority Shareholders of controlled subsidiaries
                                                                                 (1,126,848)                   -
                                                                          -------------------  ------------------
     Total distributions to Shareholders                                     $   (1,126,848)      $   (3,971,841)
                                                                          -------------------  ------------------

 Net increase (decrease) in net assets                                       $ (271,015,395)      $  100,074,059

 Net assets:
    Beginning of period                                                      $3,807,101,131       $3,920,612,531
                                                                          -------------------  ------------------
    End of period                                                            $3,536,085,736       $4,020,686,590
                                                                          ===================  ==================
</TABLE>



                                       6
<PAGE>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
                                                                                       Six Months            Six Months
                                                                                         Ended                  Ended
                                                                                       June 30,                June 30,
                                                                                         2001                    2000
                                                                                   ------------------  ------------------
<S>                                                                                <C>                    <C>
Cash flows from (for) Operating Activities -
Net investment income (loss)                                                       $    (3,026,663)       $  4,068,175
Adjustments to reconcile net investment income (loss) to net
    cash flows from (used for) operating activities -
       Amortization of debt issuance costs                                                 436,071             345,048
       Net investment income allocated from Belvedere Capital                           (8,257,962)         (9,677,390)
       (Increase) decrease in dividends receivable                                      12,288,687          (2,096,672)
       Increase in deferred expenses                                                             -          (8,779,698)
       Decrease in prepaid expenses                                                        868,295             860,281
       Increase in interest payable for open swap contract                               2,758,169                   -
       Increase in interest receivable for open swap contracts                                   -            (182,629)
       Increase in escrow deposits                                                      (4,395,432)         (2,335,452)
       Increase in security deposits                                                      (145,996)                  -
       (Increase) decrease in accounts receivable and other assets                       3,287,773            (737,865)
       Increase (decrease) in accrued property taxes                                      (751,930)          2,341,854
       Increase (decrease) in accrued interest, operating expenses
             and other liabilities                                                      (2,920,731)          1,338,788
       Improvements to property                                                         (4,526,205)                  -
       Purchases of Partnership Preference Units                                                 -        (102,500,000)
       Payments for investments in other real property                                 (75,156,301)       (102,168,520)
       Sales of Partnership Preference Units                                                     -         302,968,810
       Proceeds from terminated interest rate swap contracts                                     -           3,198,900
       Net (increase) decrease in investment in Belvedere Capital                       (4,212,788)         43,843,649
       (Increase) decrease in short-term investments                                    16,453,462         (13,251,925)
       Minority interests in net investment income (loss) of
               controlled subsidiaries                                                   2,529,201          (1,123,751)
                                                                                   --------------------------------------
       Net cash flows from (used for) operating activities                         $   (64,772,350)       $116,111,603
Cash Flows From (for) Financing Activities -
       Proceeds from/(payment of) Credit Facility                                  $    76,600,000        $(77,750,000)
       Payment on mortgage                                                              (1,905,963)           (801,430)
       Return of Capital                                                                  (401,447)                  -
       Payment of distributions to minority shareholders                                (1,126,848)                  -
       Payments for Fund Shares redeemed                                                (4,567,704)        (17,223,495)
       Payment of special distributions                                                          -          (2,934,666)
       Capital contribution to controlled subsidiary                                       216,000             313,249
                                                                                   --------------------------------------
       Net cash flows from (used for) financing activities                         $    68,814,038        $(98,396,342)

Net increase in cash                                                               $     4,041,688        $ 17,715,261

Cash at beginning of period                                                        $    10,419,784        $  5,028,304
                                                                                   ------------------  ------------------
Cash at end of period                                                              $    14,461,472         $22,743,565
                                                                                   ==================  ==================
</TABLE>



                                       7
<PAGE>
BELCREST CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

<TABLE>
<S>                                                                                <C>                    <C>
Supplemental Disclosure and Non-cash Investing and
Financing Activities-
       Change in unrealized appreciation of investments and
            open swap contracts                                                    $  (196,603,975)       $152,432,872
       Interest paid for loan from Credit Facility                                 $    34,613,525        $ 39,261,606
       Interest paid for mortgages                                                 $    28,990,722        $  7,485,630
       Interest paid for swap contracts                                            $     2,221,610        $  2,105,176
       Market value of securities distributed in payment of redemptions            $    63,350,934        $ 77,372,568
       Market value real property and other assets, net of current
         liabilities, contributed to Fund                                          $   312,541,047        $654,377,493
       Mortgages assumed in conjunction with acquisitions of real property         $   217,307,500        $537,744,135
</TABLE>


                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of June 30, 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 Organization

Belcrest  Capital  Fund  LLC  (Belcrest  Capital)  is  a  Massachusetts  limited
liability  company  established  to  offer   diversification  and  tax-sensitive
investment  management to persons  holding large and  concentrated  positions in
equity  securities  of  selected   publicly-traded   companies.  The  investment
objective of Belcrest  Capital is to achieve  long-term,  after-tax  returns for
Shareholders.  Belcrest  Capital  pursues this objective  primarily by investing
indirectly in  Tax-Managed  Growth  Portfolio  (the  Portfolio),  a diversified,
open-end  management  investment company registered under the Investment Company
Act of 1940, as amended. The Portfolio is organized as a trust under the laws of
the  State  of New  York.  Belcrest  Capital  maintains  its  investment  in the
Portfolio  by  investing  in  Belvedere  Capital  Fund  Company  LLC  (Belvedere
Capital),  a separate  Massachusetts  limited  liability  company  that  invests
exclusively in the Portfolio.  The performance of Belcrest Capital and Belvedere
Capital  is  directly  and  substantially  affected  by the  performance  of the
Portfolio.  Separate  from its  investment in the  Portfolio  through  Belvedere
Capital,   Belcrest   Capital   invests   in  real   estate   assets   including
income-producing   preferred   equity   interests   in  real  estate   operating
partnerships (Partnership Preference Units) affiliated with publicly-traded real
estate  investment  trusts  (REITs) and  interests in  controlled  real property
subsidiaries.

During the six months ended June 30, 2001,  Belcrest  Realty  Corporation  (BRC)
purchased a majority  interest in Monadnock  Property  Trust,  LLC  (Monadnock).
Monadnock  owns  twelve  multi-family  residential  properties  located in eight
states (Texas,  Arizona,  Georgia,  North Carolina,  Oregon, Utah, Tennessee and
Florida). BRC owns Class A units of Monadnock,  representing approximately a 75%
equity  interest in Monadnock,  and a minority  shareholder  owns Class B units,
representing  approximately  a 25%  equity  interest  in  Monadnock.  The equity
interest  of the  Monadnock  minority  shareholder  is  recorded  as a  minority
interest on the Consolidated  Statement of Assets and  Liabilities.  The primary
distinction  between the two classes of shares is the distribution  priority and
voting rights.  BRC has priority in distributions  and has greater voting rights
than the holder of Class B units.

The accompanying condensed consolidated financial statements of Belcrest Capital
include the  accounts of BRC, Bel Santa Ana LLC (BSA),  Bel Alliance  Properties
LLC  (Bel  Alliance),  Bel  Apartment  Properties  Trust  (Bel  Apartment),  Bel
Communities Properties Trust (Bel Communities) and Monadnock (collectively,  the
Fund). All material intercompany accounts and transactions have been eliminated.


2 Interim Financial Statements

The condensed  consolidated interim financial statements of Belcrest Capital and
subsidiaries  as of June 30, 2001 and June 30, 2000 and for the six months ended
June 30, 2001 and June 30, 2000 have been prepared by the Fund,  without  audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and  footnote  disclosures  normally  included  in  annual
financial statements prepared in accordance with 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


                                       9
<PAGE>
recurring  adjustments,   have  been  included.  Management  believes  that  the
disclosures  are adequate to present fairly the financial  position,  results of
operations  and cash  flows at the dates and for the  periods  presented.  It is
suggested that these interim  financial  statements be read in conjunction  with
the financial  statements  and the notes  thereto  included in the Fund's latest
annual  report on Form 10-K.  Results  for interim  periods are not  necessarily
indicative of those to be expected for the full fiscal year.

Reclassifications  have been made to the prior period's financial  statements to
conform to the current period's presentation.

3 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
six  months  ended  June  30,  2001  aggregated  $55,038,327  and  $114,105,781,
respectively,  and for the six months ended June 30, 2000 aggregated $24,591,847
and $139,639,644, respectively. There were no purchases and sales of Partnership
Preference  Units for the six  months  ended June 30,  2001.  For the six months
ended  June  30,  2000  purchase  and  sales  of  Partnership  Preference  Units
aggregated $102,500,000 and $302,968,810, respectively. For the six months ended
June 30, 2001,  acquisition of other real property aggregated  $75,156,301.  For
the six  months  ended  June  30,  2000,  acquisitions  of other  real  property
aggregated $102,168,520.

Purchases  and sales of  Partnership  Preference  Units for the six months ended
June 30, 2000,  include amounts purchased from and sold to other funds sponsored
by Eaton Vance Management (EVM).


4 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio   at  June  30,  2001  was
$9,970,047,835  representing 54.6% of the Portfolio's net assets and at June 30,
2000 was  $8,894,702,269  representing  52.4% of the Portfolio's net assets. The
Fund's  investment  in  Belvedere  Capital at June 30,  2001 was  $3,643,171,355
representing  36.5% of Belvedere  Capital's  net assets and at June 30, 2000 was
$4,178,339,562, representing 47.0% of Belvedere Capital's net assets. Investment
income  allocated to Belvedere  Capital  from the  Portfolio  for the six months
ended June 30, 2001 totaled  $50,467,696,  of which $19,364,333 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the Portfolio
for the six months ended June 30, 2000 totaled $43,951,952, of which $22,013,646
was  allocated to the Fund.  Expenses  allocated  to Belvedere  Capital from the
Portfolio for the six months ended June 30, 2001 totaled  $21,587,638,  of which
$8,267,264 was allocated to the Fund.  Expenses  allocated to Belvedere  Capital
from the Portfolio  for the six months ended June 30, 2000 totaled  $18,388,926,
of which  $9,200,307  was  allocated to the Fund.  Belvedere  Capital  allocated
additional  expenses to the Fund of $2,839,107 for the six months ended June 30,
2001, representing $65,072 of operating expenses and $2,774,035 of service fees.
Belvedere  Capital allocated  additional  expenses to the Fund of $3,135,949 for
the six months ended June 30, 2000,  representing  $89,247 of operating expenses
and $3,046,702 of service fees (Note 8).

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2001,  December 31, 2000 and June 30, 2000 and its operations for the six months
ended June 30, 2001,  the year ended  December 31, 2000 and the six months ended
June 30, 2000 follows:


                                       10
<PAGE>
<TABLE>
                                         June 30,             December 31,              June 30,
                                           2001                   2000                    2000
                                    -------------------- ------------------------ ---------------------
<S>                                     <C>                      <C>                   <C>
Investments, at value                   $18,239,311,489          $18,318,105,043       $16,968,560,668
Other Assets                                 19,932,030              251,324,504           129,856,981
----------------------------------- -------------------- ------------------------ ---------------------
Total Assets                            $18,259,243,519          $18,569,429,547       $17,098,417,649
Total Liabilities                               463,366              184,360,662           122,641,585
----------------------------------- -------------------- ------------------------ ---------------------
Net Assets                              $18,258,780,153          $18,385,068,885       $16,975,776,064
=================================== ==================== ======================== =====================
Dividends and interest                      $93,075,546            $ 189,740,537         $  85,182,083
----------------------------------- -------------------- ------------------------ ---------------------
Investment adviser fee                      $38,822,203              $73,317,616           $34,563,622
Other expenses                                  959,382                2,500,093             1,049,805
----------------------------------- -------------------- ------------------------ ---------------------
Total expenses                              $39,781,585            $  75,817,709         $  35,613,427
----------------------------------- -------------------- ------------------------ ---------------------
Net investment income                       $53,293,961            $ 113,922,828         $  49,568,656
Net realized gains (losses)                 (12,705,834)             196,962,539           345,517,898
Net change in unrealized
   gains (losses)                        (1,238,423,587)             141,360,943           429,187,549
----------------------------------- -------------------- ------------------------ ---------------------
Net increase (decrease) in
    net assets from operations          $(1,197,835,460)          $  452,246,310         $ 824,274,103
----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

5 Rental Property

The average occupancy rate for real property held by Bel Alliance, consisting of
13,833  residential  units, was  approximately 93% at June 30, 2001 and December
31, 2000.  The average  occupancy  rate for real property held by Bel Apartment,
consisting of 2,530  residential  units, was  approximately 95% at June 30, 2001
and December 31, 2000. The average  occupancy rate for real property held by Bel
Communities,  consisting of 2,624  residential  units, was  approximately 96% at
June 30,  2001 and  December  31,  2000.  The  average  occupancy  rate for real
property  held  by  Monadnock,   consisting  of  4,614  residential  units,  was
approximately 96% at June 30, 2001. The real property held by BSA, consisting of
two suburban office  buildings,  was 100% occupied at June 30, 2001 and December
31,  2000.  The fair value of real  property  owned by the Fund through BSA, Bel
Alliance,  Bel Apartment,  Bel Communities and Monadnock at June 30, 2001 and at
December 31, 2000, is as follows:

<TABLE>
                                                             June 30, 2001        December 31, 2000
                                                             -------------        -----------------
<S>                                                          <C>                        <C>
Land                                                         $ 211,055,306              $160,169,027
Buildings, improvements and other assets                       979,882,098               719,818,036
                                                       ------------------- -------------------------
Fair value                                                  $1,190,937,404              $879,987,063
                                                       ------------------- -------------------------
</TABLE>

6 Cancelable Interest Rate Swap Agreements

The Fund has entered into cancelable interest rate swap agreements in connection
with its real  estate  investments  and the  associated  borrowings.  Under such
agreements,  the Fund has agreed to make  periodic  payments  at fixed  rates in
exchange for payments at floating rates. The notional or contractual amounts of


                                       11
<PAGE>
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 June 30, 2001 and December 31, 2000, the Fund
has entered into  cancelable  interest rate swap  agreements  with Merrill Lynch
Capital Services, Inc.

<TABLE>
                                                                                                  Unrealized
                                                                                                  Appreciation        Unrealized
                   Notional                                        Initial                       (Depreciation)       Appreciation
                    Amount                                        Optional          Final        at June 30,         (Depreciation)
  Effective         (000's        Fixed         Floating         Termination     Termination         2001          at December 31,
     Date          omitted)        Rate           Rate              Date            Date         (Unaudited)             2000
--------------- --------------- ----------- ------------------ ---------------- -------------- ------------------ ------------------
<S>                 <C>         <C>                 <C>           <C>             <C>                <C>                <C>
11/98               68,750      6.225%      Libor + .45%          11/24/03        11/24/05           $   200,779        $1,196,307
11/98               24,528      6.295%      Libor + .45%          05/24/03        11/24/05                47,435           411,928
11/98               41,368      6.310%      Libor + .45%          02/24/03        11/24/05                84,776           706,962
02/99               9,030       6.505%      Libor + .45%          03/04/03        11/24/05              (29,808)           102,930
02/99               21,996      6.497%      Libor + .45%          04/20/03        11/24/05              (79,507)           244,166
02/99               20,018      6.439%      Libor + .45%          11/24/03        11/24/05              (81,054)           199,789
02/99              111,000      6.407%      Libor + .45%          02/23/04        11/24/05             (434,154)         1,082,897
04/99               80,000      6.555%      Libor + .45%          04/28/04        11/24/05             (766,958)           273,503
04/99               16,468      6.720%      Libor + .45%          02/06/03        11/24/05             (148,384)            88,815
04/99               12,671      6.618%      Libor + .45%          11/24/03        11/24/05             (123,629)            49,102
04/99               15,105      6.590%      Libor + .45%          02/23/04        11/24/05             (150,482)            49,789
07/99               26,516      7.308%      Libor + .45%          11/24/03        11/24/05             (816,984)         (496,405)
07/99               40,193      7.301%      Libor + .45%          02/23/04        11/24/05           (1,306,163)         (840,927)
07/99               10,109      7.237%      Libor + .45%          04/29/04        11/24/05             (322,344)         (207,635)
07/99              155,000      7.231%      Libor + .45%          07/28/04        11/24/05           (5,200,237)       (3,515,996)
09/99               17,674      7.700%      Libor + .45%          02/23/04        11/24/05             (787,031)         (600,675)
09/99               9,833       7.635%      Libor + .45%          07/28/04        11/24/05             (459,794)         (363,677)
09/99               43,000      7.653%      Libor + .45%          09/17/04        11/24/05           (2,092,005)       (1,686,087)
09/99               35,024      7.644%      Libor + .45%          07/28/04        11/24/05           (1,647,861)       (1,306,409)
09/99              212,000      7.622%      Libor + .45%          09/28/04        11/24/05          (10,164,873)       (8,156,580)
09/99               1,907       7.580%      Libor + .45%          04/29/04        11/24/05              (81,368)          (61,654)
--------------- --------------- ----------- ------------------ ---------------- -------------- ------------------ -----------------
Total                                                                                              $(24,359,646)     $(12,829,857)
--------------- --------------- ----------- ------------------ ---------------- -------------- ------------------ -----------------
</TABLE>

7 Debt

A  Mortgages - Rental  property  held by the Fund is  financed  through  various
mortgages issued to the real estate subsidiaries. Mortgages payable are reported
on the  Condensed  Consolidated  Statement  of  Assets  and  Liabilities  net of
unamortized  debt issuance costs. A description of the mortgages  issued to each
of the real estate subsidiaries, excluding debt issuance costs, is as follows:

Real property held by Bel Alliance is financed through loans  collateralized  by
its  real  estate  assets,   mortgage  loan  deposit  accounts,   including  all
sub-accounts thereunder, and an assignment of certain leases and rents. Balances
at June 30, 2001 and December  31, 2000,  excluding  unamortized  debt  issuance
costs, are as follows:


                                       12
<PAGE>
<TABLE>
                                                       Monthly Principal        Balance at          Balance at
                           Annual Interest             and Interest             June 30,            December 31,
Maturity Date              Rate                        Payment                  2001                2000
-------------              ----------------            -----------------        ----------          -------------
<S>                        <C>                         <C>                       <C>                 <C>
April 1, 2010              8.560%                      $   213,139               $  27,366,194       $ 27,458,402
January 1, 2028            7.143%                          418,459                  59,713,528         60,083,860
July 1, 2009               7.740%                          235,286                  32,383,383         32,524,700
April 1, 2010              8.640%                          308,577                  39,336,858         39,466,760
April 1, 2010              8.640%                          236,624                  30,164,399         30,264,010
April 1, 2010              8.560%                          224,163                  28,781,736         28,878,713
April 1, 2010              8.560%                          173,885                  22,326,180         22,401,406
May 1, 2009                7.250%                           36,155                   5,202,582          5,228,274
February 1, 2009           7.220%                          313,618                  45,118,934         45,348,838
February 1, 2009           7.220%                          332,517                  47,837,824         48,081,581
July 1, 2009               7.830%                          277,228                  37,839,681         38,001,415
                                                   ------------------------     ----------------    --------------------
Total                                                 $  2,769,651               $ 376,071,299       $377,737,959
                                                   ------------------------     ----------------    --------------------
</TABLE>

Real  property  held by Bel  Apartment  is  financed  through a loan  secured by
cross-collateralized first mortgage liens on such real property. The balances at
June 30, 2001 and December 31, 2000 are as follows:

<TABLE>
                                                     Monthly Interest      Balance at               Balance at
Maturity Date              Annual Interest Rate      Payment*              June 30, 2001            December 31, 2000
-------------              --------------------      -----------------     --------------           -----------------
<S>                        <C>                       <C>                   <C>                      <C>
May 1, 2010                8.330%                    $ 745,323             $107,369,483             $107,369,483
</TABLE>

* Mortgage  provides for monthly  payments of interest only through May 1, 2010,
with the entire principal balance due on May 1, 2010.

Real  property  held by Bel  Communities  is financed  through a loan secured by
cross-collateralized first mortgage liens on such real property. The balances at
June 30, 2001 and December 31, 2000 are as follows:


<TABLE>
                                                     Monthly Interest      Balance at               Balance at
Maturity Date              Annual Interest Rate      Payment*              June 30, 2001            December 31, 2000
-------------              --------------------      -----------------     --------------           -----------------
<S>                        <C>                       <C>                   <C>                      <C>
December 1, 2010           7.540%                   $ 760,283              $121,000,000             $121,000,000
</TABLE>

* Mortgage  provides for monthly  payments of interest only through  December 1,
2010, with the entire principal balance due on December 1, 2010.

Real property held by Monadnock is financed through a loan collateralized by its
real property. The balances at June 30, 2001 are as follows:


<TABLE>
                                                     Monthly Interest      Balance at
Maturity Date              Annual Interest Rate      Payment*              June 30, 2001
-------------              --------------------      -----------------     --------------
<S>                        <C>                       <C>                   <C>
April 1, 2009              7.89%                     $   100,647           $  15,307,500
April 1, 2011              6.57%                       1,105,950             202,000,000
                                                     --------------------- -------------------
                                                     $ 1,206,597           $ 217,307,500
                                                     --------------------- -------------------
</TABLE>

* Mortgage provides for monthly payments of interest only through April 1, 2011,
with the entire principal balances due on April 1, 2009 and April 1, 2011.

Real property held by BSA is financed through a loan  collateralized by its real
property. The balances at June 30, 2001 and December 31, 2000 are as follows:


                                       13
<PAGE>
<TABLE>
                                          Monthly Principal
                     Annual               and Interest                                        Monthly Principal and   Balance at
Maturity             Interest             Payment at             Balance at                   Interest payment at     December
Date                 Rate                 June 30, 2001**        June 30, 2001                December 31, 2000**     31, 2000
--------             --------             -----------------      -------------                ---------------------   -----------
<S>                  <C>                  <C>                    <C>                          <C>                     <C>
July 10, 2015        7.180%               $ 337,500              $ 49,848,088                 $ 337,500               $ 50,078,689
</TABLE>

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

Scheduled  repayments of mortgages,  excluding  unamortized debt issuance costs,
for the years subsequent to June 30, 2001 and December 31, 2000 are as follows:

<TABLE>
Years Ending June 30,              Amount       Years Ending December 31,      Amount
----------------------             ------       --------------------------     ------
<S>                           <C>               <C>                            <C>
2002                          $ 3,945,877       2001                           $3,797,253
2003                            4,258,570       2002                            4,100,974
2004                            4,788,882       2003                            4,429,166
2005                            5,591,783       2004                            5,611,627
2006                            6,058,309       2005                            6,077,951
Thereafter                    846,952,949       Thereafter                    632,169,160
                              -----------                                    -------------
                             $871,596,370                                    $656,186,131
                             ------------                                    -------------
</TABLE>

B Credit  Facility --  Belcrest  Capital has  obtained a  $1,150,000,000  credit
facility  (the Credit  Facility)  with a term of seven years from Merrill  Lynch
International  Bank Limited.  Belcrest  Capital's  obligations  under the Credit
Facility are secured by a pledge of its assets, excluding the assets of BSA, Bel
Alliance,  Bel Apartment,  Bel Communities  and Monadnock.  Interest on borrowed
funds is based on the prevailing  LIBOR rate for the respective  interest period
plus a spread of 0.45% per annum.  Belcrest  Capital  may  borrow  for  interest
periods  of one  month to five  years.  In  addition,  Belcrest  Capital  pays a
commitment  fee at a rate of 0.10%  per annum on the  unused  amount of the loan
commitment.  Borrowings  under the Credit  Facility  have been used to  purchase
qualifying assets, pay selling commissions and organizational  expenses,  and to
provide for the short-term  liquidity needs of the Fund.  Additional  borrowings
under the Credit Facility may be made in the future for these purposes.  At June
30, 2001 and December 31, 2000,  amounts  outstanding  under the Credit Facility
totaled $1,082,850,000 and $1,006,250,000 respectively.

8 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of EVM, as investment  adviser.  Under the terms of the
advisory agreement with the Portfolio,  BMR receives a monthly fee of 5/96 of 1%
(0.625%  annually)  of the  average  daily  net  assets of the  Portfolio  up to
$500,000,000 and at reduced rates as daily net assets exceed that level. For the
six months ended June 30, 2001 and June 30, 2000 the advisory fee  applicable to
the Portfolio  was 0.44%  (annualized)  of average  daily net assets.  Belvedere
Capital's  allocated  portion  of the  advisory  fee was  $21,066,909  of  which


                                       14
<PAGE>
$8,081,841 was allocated to the Fund for the six months ended June 30, 2001, and
$17,845,464  of which  $8,913,651  was allocated to the Fund, for the six months
ended June 30, 2000. In addition,  Belcrest  Capital pays BMR a monthly advisory
and administrative fee of 1/20 of 1% (0.60% annually) of the average daily gross
investment  assets of  Belcrest  Capital  (including  the value of all assets of
Belcrest Capital other than Belcrest Capital's  investment in BRC, minus the sum
of  Belcrest  Capital's  liabilities  other than the  principal  amount of money
borrowed)  and BRC pays BMR a monthly  management  fee at a rate of 1/20th of 1%
(equivalent to 0.60% annually) of the average daily gross  investment  assets of
BRC (which consist of all assets of BRC minus the sum of BRC's liabilities other
than the principal  amount of money borrowed.  For this purpose,  the assets and
liabilities of BRC's controlled  subsidiaries  are reduced by the  proportionate
interests  therein of investors other than BRC). The advisory fee payable by the
Portfolio  with  respect  to  Belcrest  Capital's  indirect  investment  in  the
Portfolio is credited toward Belcrest  Capital's advisory and administrative fee
payment.  For the six months ended June 30, 2001 and June 30, 2000, the advisory
and  administrative  fee payable to BMR by the Fund,  less the Fund's  allocated
share of the  Portfolio's  advisory  fee,  totaled  $7,142,590  and  $6,656,742,
respectively.

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

Pursuant  to a servicing  agreement  between  Belvedere  Capital and Eaton Vance
Distributors,  Inc.  (EVD),  Belvedere  Capital pays a servicing  fee to EVD for
providing certain services and information to Shareholders. The servicing fee is
paid on a  quarterly  basis at an annual  rate of 0.15% of  Belvedere  Capital's
average daily net assets and totaled  $7,248,420  and  $6,089,747  for the three
months ended June 30, 2001 and June 30, 2000, respectively,  of which $2,774,035
and $3,046,702,  respectively,  was allocated to Belcrest Capital. Pursuant to a
servicing  agreement  between Belcrest Capital and EVD,  Belcrest Capital pays a
servicing fee to EVD on a quarterly basis at an annual rate of 0.20% of Belcrest
Capital's average daily net assets,  less Belcrest Capital's  allocated share of
the  servicing fee payable by Belvedere  Capital.  For the six months ended June
30, 2001 and June 30, 2000, the servicing fee paid directly by Belcrest  Capital
totaled $1,357,675 and $887,606,  respectively.  Of the amounts allocated to and
incurred by the Fund,  for the six months ended June 30, 2001 and June 30, 2000,
$4,131,710 and $1,251,001, respectively, were paid to subagents.

As compensation for its services as placement agent, Belcrest Capital pays EVD a
monthly  distribution  fee at an annual rate of 0.10% of the  average  daily net
assets of Belcrest Capital.  For the six months ended June 30, 2001 and June 30,
2000,  Belcrest  Capital's  distribution  fees paid or  accrued  to EVD  totaled
$1,776,341 and  $1,971,703,  respectively.  BMR has agreed to waive a portion of
the monthly advisory and  administrative  fee payable by Belcrest Capital to the
extent that such fee, together with the monthly distribution fee to EVD, exceeds
an annual rate of 0.60% of the average daily gross investment assets of Belcrest
Capital  (other than  Belcrest  Capital's  investment  in BRC),  reduced by that
portion of the  monthly  advisory  fee for such month  payable by the  Portfolio
which is attributable to the value of Belcrest Capital's investment in Belvedere
Capital.  For the six months  ended  June 30,  2001 and June 30,  2000,  BMR has
waived  $1,776,341  and  $1,971,703  of the advisory and  administrative  fee of
Belcrest Capital.

Bel  Alliance   indirectly   holds  real  property   through  eleven   operating
partnerships.   Each  operating  partnership  has  entered  into  or  assumed  a
management agreement with an affiliate of the Bel Alliance minority shareholder.
The  management   agreements   provide  for  a  management  fee  and  allow  for
reimbursement to the manager for all direct expenses incurred by the manager for


                                       15
<PAGE>
managing the Bel Alliance properties. For the six months ended June 30, 2001 and
June 30  2000,  Bel  Alliance  paid or  accrued  management  fees  amounting  to
$1,714,717 and $975,269.

An  affiliate  of the Bel  Apartment  minority  shareholder  provides day to day
management of Bel Apartment pursuant to a management  agreement.  The management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred by the manager in  conjunction  with  managing Bel  Apartment
properties.  For the six  months  ended June 30,  2001,  Bel  Apartment  paid or
accrued  management  fees amounting to $442,221.  There were no management  fees
paid or accrued by Bel Apartments for the six months ended June 30, 2000.

An affiliate of the Bel  Communities  minority  shareholder  provides day to day
management of Bel Communities pursuant to a management agreement. The management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred by the manager in conjunction  with managing Bel  Communities
properties.  For the six months ended June 30,  2001,  Bel  Communities  paid or
accrued  management  fees amounting to $475,153.  There were no management  fees
paid or accrued by Bel Communities for the six months ended June 30, 2000.

An  affiliate  of  the  Monadnock  minority  shareholder  provides  day  to  day
management  of Monadnock  pursuant to a  management  agreement.  The  management
agreement  provides for a management fee and allows for reimbursement of payroll
expenses  incurred  by  the  manager  in  conjunction  with  managing  Monadnock
properties.  For the period from  inception,  March 13,  2001 to June 30,  2001,
Monadnock paid or accrued management fees amounting to $501,925.

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

Increases  and  decreases  in Belcrest  Capital  Fund LLC's (the Fund) net asset
value per  share are  derived  from net  investment  income,  and  realized  and
unrealized  gains and losses on the Fund's interest  through  Belvedere  Capital
Fund  Company LLC  (Belvedere  Capital) in  Tax-Managed  Growth  Portfolio  (the
Portfolio), real estate investments held through its subsidiary, Belcrest Realty
Corporation (BRC) and any direct  investments of the Fund.  Expenses of the Fund
include its pro-rata share of the expenses of Belvedere Capital,  and indirectly
the Portfolio,  as well as the actual and accrued  expenses of the Fund and BRC,
including its subsidiaries Bel Santa Ana LLC (BSA), Bel Alliance  Properties LLC
(Bel Alliance), Bel Apartment Properties Trust (Bel Apartment),  Bel Communities
Property Trust (Bel Communities) and Monadnock  Property Trust, LLC (Monadnock).
The Fund's most significant  expense is interest incurred on borrowings incurred
in  connection  with  its real  estate  investments.  The  Fund's  realized  and
unrealized  gains and losses on investments  are based on its allocated share of
the  realized  and  unrealized  gains  and  losses  of  Belvedere  Capital,  and
indirectly,  the Portfolio,  as well as realized and unrealized gains and losses
on investments in real estate through BRC. The realized and unrealized gains and
losses on investments have the most  significant  impact on the Fund's net asset
value per share and result from sales of such  investments  and changes in their
underlying  value. The investments of the Portfolio  consist primarily of common
stocks of domestic and foreign  growth  companies that are considered to be high
in quality and attractive in their long-term investment  prospects.  Because the
securities holdings of the Portfolio are broadly diversified, the performance of
the Portfolio  cannot be attributed to one  particular  stock or one  particular
industry or market  sector.  The  performance  of the Portfolio and the Fund are
substantially  influenced by the overall  performance of the United States stock
market,  as well as by the  relative  performance  versus the overall  market of
specific  stocks and classes of stocks in which the  Portfolio  maintains  large


                                       16
<PAGE>
positions.  Through the impact of interest  rates on the valuation of the Fund's
investments  in  income-producing  preferred  equity  interests  in real  estate
operating  partnerships  (Partnership  Preference  Units)  through  BRC  and its
positions in interest rate swap agreements,  the performance of the Fund is also
affected by movements in interest  rates,  and  particularly,  changes in credit
spread  relationships.  On a combined basis, the Fund's  Partnership  Preference
Units and interest  rate swaps  generally  decline in value when credit  spreads
widen (as fixed income markets grow more risk-averse) and generally  increase in
value when credit spreads tighten.

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30, 2001 AND THE SIX MONTHS
ENDED JUNE 30, 2001

The Fund achieved  total return  performance  of 6.7% for the quarter ended June
30,  2001.  This  return  reflects an increase in the Fund's net asset value per
share from $106.73 to $113.89.  For comparison,  the S&P 500, an unmanaged index
of large capitalization  stocks commonly used as a benchmark for the U.S. equity
market, had a total return of 5.9% over the same period.

During the second quarter of 2001, the U.S.  equity market rallied from the lows
reached in March. The recovery was uneven,  and tailed off toward the end of the
quarter.  The best  performing  market  sector in the  quarter  was  technology,
followed by basic materials and financials.  The bounce in technology stocks was
driven by  aggressive  investors  making  the bet that the  bottom  in  industry
fundamentals  must be near,  though few signs of such a bottoming  have emerged.
Financial and other  interest-sensitive  stocks  benefited  from the  continuing
activity of the Federal Reserve to lower short-term interest rates. In the first
six months of 2001, the benchmark federal funds rate was lowered six times, by a
total of 2.75%.  Market  sentiment also benefited from the June enactment of the
Bush  Administration's  tax relief  program.  But worries about  weakness in the
economy and a collapse in corporate profits continued to weigh upon the market.

In this environment of halting  recovery,  the performance of the Portfolio fell
modestly below that of the overall market.  The Fund was able to outperform both
the Portfolio and the S&P 500 due to the  incremental  returns  derived from the
Fund's real estate  investments.  The U.S.  real estate  market  remains in good
balance despite widespread weakness in the general economy.

The Fund  achieved  total return  performance  of -5.3% for the six months ended
June 30, 2001. This return reflects a decrease in the Fund's net asset value per
share from $120.30 to $113.89.  For comparison,  the S&P 500, an unmanaged index
of large capitalization  stocks commonly used as a benchmark for the U.S. equity
market, had a total return of -6.7% over the same period.

During  the  first  half of 2001,  the U.S.  equity  market  continued  the weak
performance  pattern  prevalent since early 2000.  After bottoming in March, the
market  rallied  strongly  before tailing off again toward the end of the second
quarter.  The best performing market sector in the six-month period was consumer
cyclicals, and especially retail stocks, which recovered strongly from depressed
levels at year-end 2000. The weakest  performing  market sectors were technology
and  healthcare.  The market  suffered  from a  weakening  economic  outlook,  a
collapse  in  corporate  profits  and  valuation  levels  that  remain  high  by
historical  standards.  These  negative  effects  were partly  mitigated  by the


                                       17
<PAGE>
continuing  activity of the Federal Reserve to lower short-term  interest rates.
In the first half, the benchmark  federal funds rate was lowered six times, by a
total of 2.75%.  Market  sentiment also benefited from the June enactment of the
Bush Administration's tax relief program.

In this period of market weakness and halting  recovery,  the performance of the
Portfolio fell modestly below that of the overall  market.  The Fund was able to
outperform  both the  Portfolio and the S&P 500 due to the  incremental  returns
derived from the Fund's real estate  investments.  The U.S.  real estate  market
remains in good balance despite widespread weakness in the general economy.

Liquidity and Capital Resources

As of June 30,2001,  the Fund had  outstanding  borrowings of $1,082.85  million
under the credit facility (the Credit  Facility)  established with Merrill Lynch
International  Bank Limited,  the term of which extends until November 24, 2005.
The Fund has available  under the Credit  Facility $67.15 million in unused loan
commitments to meet short-term liquidity needs and for other purposes

The Fund may redeem  shares of  Belvedere  Capital at any time.  Both  Belvedere
Capital and the Portfolio follow the practice of normally meeting redemptions by
distributing  securities  drawn from the  Portfolio.  Belvedere  Capital and the
Portfolio may also meet  redemptions by distributing  cash. As of June 30, 2001,
the Portfolio had cash and short-term  investments  totaling $181.8 million. The
Portfolio  participates  in a $150 million  multi-fund  unsecured line of credit
agreement with a group of banks.  The Portfolio may temporarily  borrow from the
line of credit to satisfy  redemption  requests in cash or to settle  investment
transactions. The Portfolio had no outstanding borrowings under the $150 million
line of credit at June 30,  2001,  and,  as of that date,  the net assets of the
Portfolio  totaled $18,258.8  million.  To ensure liquidity for investors in the
Portfolio,  the  Portfolio  may not  invest  more than 15% of its net  assets in
illiquid  assets.  As  of  June  30,  2001,  restricted  securities,  which  are
considered illiquid, constituted 2.0% of the net assets of the Portfolio.

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities  Act of 1933 (the  Securities  Act) and are  subject  to  substantial
restrictions on transfer. As such, they are considered illiquid.

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  illiquid.  The lease and mortgage  structures  of BSA's office
properties limit the pool of potential  acquirers of these assets, and it is not
anticipated that these properties will be widely marketable until the expiration
of both the current  lease and that lease's  renewal  options  (which  expire in
2027).  BRC's  investment in Bel Alliance,  Bel Apartment,  Bel  Communities and
Monadnock  similarly are  considered  illiquid,  and have been  structured as an
investment  of at least ten years,  at which time a  buy/sell  mechanism  offers
liquidity to both BRC and its respective minority shareholders.

Redemptions of Fund shares are met primarily by  distributing  securities  drawn
from  the  Portfolio,  although  cash  may  also  be  distributed.  Shareholders
generally do not have the right to receive the proceeds of Fund  redemptions  in
cash.


                                       18
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The value of Fund Shares may not increase or may decline. The performance of the
Fund fluctuates. There can be no assurance that the performance of the Fund will
match that of the United States stock market or that of other equity  funds.  In
managing  the  Portfolio  for  long-term,  after-tax  returns,  the  Portfolio's
investment adviser generally seeks to avoid or minimize sales of securities with
large  accumulated  capital  gains,  including  contributed   securities.   Such
securities  constitute  a  substantial  portion of the assets of the  Portfolio.
Although the  Portfolio  may utilize  certain  management  strategies in lieu of
selling appreciated securities, the Portfolio's,  and hence the Fund's, exposure
to losses during stock market  declines may  nonetheless  be higher than that of
funds   that  do  not   follow  a   general   policy   of   avoiding   sales  of
highly-appreciated securities.

The Portfolio invests in securities issued by foreign companies and the Fund may
acquire foreign  investments.  Foreign  investments  involve  considerations and
possible risks not typically associated with investing in the United States. The
value of foreign  investments  to U.S.  investors  may be adversely  affected by
changes in currency rates. Foreign brokerage commissions, custody fees and other
costs of investing are generally  higher than in the United States,  and foreign
investments  may be less liquid,  more  volatile and more subject to  government
regulation  than in the United States.  Foreign  investments  could be adversely
affected  by  other  factors  not  present  in  the  United  States,   including
expropriation,  confiscatory  taxation,  lack of uniform accounting and auditing
standards,  armed conflict,  and potential  difficulty in enforcing  contractual
obligations.

Risks of Certain Investment Techniques
--------------------------------------
In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from a counterparty. Swaps, caps, floors, collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event


                                       19
<PAGE>
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

The Portfolio's ability to utilize covered short sales, certain equity swaps and
certain equity collar strategies (combining the purchase of a put option and the
sale of a call option) as a tax-efficient  management  technique with respect to
holdings of  appreciated  securities  is limited to  circumstances  in which the
hedging  transaction  is  closed  out  within  thirty  days  of  the  end of the
Portfolio's taxable year and the underlying  appreciated  securities position is
held unhedged for at least the next sixty days after such hedging transaction is
closed.  There  can be no  assurance  that  counterparties  will at all times be
willing to enter into covered short sales,  interest  rate hedges,  equity swaps
and other derivative  instrument  transactions on terms satisfactory to the Fund
or the  Portfolio.  The  Fund's and the  Portfolio's  ability to enter into such
transactions  may also be  limited  by  covenants  under  the  Fund's  revolving
securitization  facility,  the  federal  margin  regulations  and other laws and
regulations.  The  Portfolio's  use  of  certain  investment  techniques  may be
constrained  because  the  Portfolio  is  a  diversified,   open-end  management
investment  company  registered  under the  Investment  Company  Act of 1940 and
because other  investors in the Portfolio  are  regulated  investment  companies
under  Subchapter M of the Internal  Revenue  Code.  Moreover,  the Fund and the
Portfolio are subject to restrictions under the federal securities laws on their
ability to enter into  transactions in respect of securities that are subject to
restrictions on transfer pursuant to the Securities Act.

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

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  This information  should be read in conjunction with Notes 6 and 7
to the condensed consolidated financial statements.  The Fund has no market risk
sensitive instruments held for trading purposes.


                                       20
<PAGE>
<TABLE>
                                            Interest Rate Sensitivity
                                          Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended June 30,
                          2002      2003       2004     2005          2006           Thereafter          Total           Fair Value
                        --------- ---------- --------- -------- ------------------ --------------- ------------------ --------------
<S>                       <C>       <C>        <C>      <C>           <C>            <C>                <C>              <C>
Rate sensitive
liabilities:
-----------------------
Long term debt-
  variable rate
Credit Facility                                                  $1,082,850,000                     $1,082,850,000   $1,082,850,000
Average
 Interest rate                                                             4.29%                              4.29%

Rate sensitive
 derivative financial
 instruments:
-----------------------
Pay fixed/
 Receive    variable
 interest rate swap
 contracts                                                        $972,190,000                        $972,190,000     $(24,359,646)
Average pay rate                                                          7.02%                               7.02%
Average
  Receive rate                                                            4.29%                               4.29%
</TABLE>

Risks of Investing in Qualifying Assets and Leverage
----------------------------------------------------
The success of BRC's real  estate  investments  depends in part on many  factors
related to the real estate market.  These factors include,  without  limitation,
general economic  conditions,  the supply and demand for different types of real
properties, the financial health of tenants, the timing of lease expirations and
terminations,  fluctuations  in rental rates and  operating  costs,  exposure to
adverse  environmental  conditions  and losses from  casualty  or  condemnation,
interest rates,  availability of financing,  managerial performance,  government
rules  and  regulations,  and  acts of God  (whether  or not  insured  against).
Partnership  Preference  Units also depend upon factors  relating to the issuing
partnerships that may affect such partnerships'  profitability and their ability
to  make  distributions  to  holders  of  Partnership  Preference  Units.  BRC's
investments  in  interests  in real estate  joint  ventures  (Real  Estate Joint
Ventures) may be influenced by decisions which the principal  minority  investor
in each Real Estate Joint Venture (the Operating  Partner) may make on behalf of
the property  owned  thereby and  potential  changes in the specific real estate


                                       21
<PAGE>
sub-markets in which the  properties  are located.  The debt of each Real Estate
Joint  Venture is  fixed-rate,  secured by the  underlying  properties  and with
limited recourse to BRC. However, changes in interest rates, the availability of
financing and other financial  conditions can have a material impact on property
values and  therefore  on the value of BRC's  equity  interest.  There can be no
assurance that BRC's  ownership of real estate  investments  will be an economic
success.  Moreover,  the success of any Real  Estate  Joint  Venture  investment
depends in large part upon the performance of the Operating  Partner.  Operating
Partners will be subject to  substantial  conflicts of interest in  structuring,
operating and winding up the Real Estate Joint Ventures. Operating Partners will
have an economic  incentive to maximize the prices at which they sell properties
to Real Estate  Joint  Ventures and to minimize the prices at which they acquire
properties  from Real  Estate  Joint  Ventures.  Operating  Partners  may devote
greater  attention or more resources to managing their  wholly-owned  properties
than  properties  held  by  Real  Estate  Joint  Ventures.   Future   investment
opportunities  identified  by  Operating  Partners  will more  likely be pursued
independently,  rather than through,  the Real Estate Joint Ventures.  Financial
difficulties  encountered  by Operating  Partners in their other  businesses may
interfere with the operations of Real Estate Joint Ventures.

Although  intended to add to returns,  the  borrowing of funds to purchase  real
estate investments exposes the Fund to the risk that the returns achieved on the
real estate  investments  will be lower than the cost of  borrowing  to purchase
such  assets  and  that the  leveraging  of the  Fund to buy  such  assets  will
therefore  diminish  the  returns  to be  achieved  by the Fund as a  whole.  In
addition, there is a risk that the availability of financing will be interrupted
at some future  time,  requiring  the Fund to sell  assets to repay  outstanding
borrowings  or a portion  thereof.  It may be  necessary  to make such  sales at
unfavorable prices. The Fund's obligations under the Credit Facility are secured
by a pledge of its assets.  In the event of default,  the lender  could elect to
sell  assets of the Fund  without  regard to  consequences  of such  action  for
Shareholders.  The rights of the lender to receive  payments  of interest on and
repayments   of  principal  of  borrowings  is  senior  to  the  rights  of  the
Shareholders.  Under the terms of the Credit Facility, the Fund is not permitted
to make  distributions of cash or securities while there is outstanding an event
of default under the Credit Facility. During such periods, the Fund would not be
able to honor redemption requests or make cash distributions.

The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership Preference Units. The ongoing value of BRC's investments in Real
Estate Joint Ventures will be substantially uncertain. BRC's investments in Real
Estate Joint Ventures, net lease properties and other real property subsidiaries
generally  will be  stated  at  estimated  market  value  based  on  independent
valuations,  assuming  an orderly  disposition  of assets.  Detailed  investment
evaluations  will be  performed  annually  and  reviewed  periodically.  Interim
valuations  will reflect  results of operations  and  distributions,  and may be
adjusted to reflect significant changes in economic circumstances since the most
recent independent evaluation.


                                       22
<PAGE>
Fluctuations  in the value of real estate  investments  derived  from changes in
general  interest  rates can be expected to be offset in part (but not entirely)
by changes in the value of interest rate swap  agreements or other interest rate
hedges entered into by the Fund with respect to its borrowings  under the Credit
Facility.  Fluctuations  in the value of real estate  investments  derived  from
other factors besides general interest rate movements (including issuer-specific
and sector-specific credit concerns,  property-specific  concerns and changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund.  Changes in the  valuation  of real estate  investments  not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund  will  cause  the  performance  of the Fund to
deviate from the performance of the Portfolio. Over time, the performance of the
Fund can be expected to be more volatile than the performance of the Portfolio.


                                       23
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Fund is not aware of any pending  legal  proceedings  to which the Fund is a
party or to which their assets are subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     None.

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

     (a) Exhibits

     21  List of subsidiaries


                                       24
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 14, 2001.


                                BELCREST CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


                                By:     /s/ James L. O'Connor
                                        --------------------------------
                                        James L. O'Connor
                                        Vice President



                                By:     /s/ William M. Steul
                                        ---------------------------------
                                        William M. Steul
                                        Chief Financial Officer


                                       25
<PAGE>
                                  EXHIBIT INDEX


21       List of subsidiaries





                                       26