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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 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
                                      ---   ---

<PAGE>
                            Belcrest Capital Fund LLC
                                Index to Form 10Q

PART I -       FINANCIAL INFORMATION                                        Page

Item 1.        Consolidated Financial Statements                               3

               Consolidated Statements of Assets and
               Liabilities as of March 31, 2002 (unaudited)
               and December 31, 2001                                           3

               Consolidated  Statements of Operations
               (unaudited) for the Three Months Ended
               March 31, 2002 and 2001                                         4

               Consolidated  Statements of Changes in
               Net Assets (unaudited) for the Three Months Ended
               March 31, 2002 and 2001                                         6

               Consolidated  Statements of Cash Flows
               (unaudited) for the Three Months Ended
               March 31, 2002 and 2001                                         7

               Financial  Highlights  (unaudited)  for the
               Three Months  Ended March 31, 2002                              9

               Notes to Consolidated  Financial  Statements
               as of March 31, 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                                             14

PART II -       OTHER INFORMATION

Item 1.         Legal Proceedings                                             16

Item 2.         Changes in Securities and Use of Proceeds                     16

Item 3.         Defaults Upon Senior Securities                               16

Item 4.         Submission of Matters to a Vote of Security Holders           16

Item 5.         Other Information                                             16

Item 6.         Exhibits and Reports                                          16


SIGNATURES                                                                    17

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

BELCREST CAPITAL FUND LLC
Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                March 31,
                                                                                  2002             December 31,
                                                                              (Unaudited)              2001
                                                                          --------------------  -------------------
<S>                                                                            <C>                  <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC                           $3,404,421,331       $3,417,745,020
    Investment in Partnership Preference Units                                    533,617,070          570,711,688
    Investment in other real estate                                               839,263,250        1,042,486,780
    Short-term investments                                                            579,000            5,719,717
                                                                          --------------------  -------------------
Total investments                                                              $4,777,880,651       $5,036,663,205
    Cash                                                                            9,819,227           12,170,155
    Escrow deposits - restricted                                                    8,391,099           15,248,666
    Dividends receivable                                                           11,195,572            5,180,619
    Other assets                                                                    2,306,690            3,703,796
                                                                          --------------------  -------------------
 Total assets                                                                  $4,809,593,239       $5,072,966,441
                                                                          --------------------  -------------------

 Liabilities:
      Loan payable                                                             $  831,350,000       $  884,350,000
      Mortgage payable, net of unamortized debt issuance costs                    658,745,934          766,034,407
      ($6,409,659 and $7,610,861, respectively)
      Payable for Fund Shares redeemed                                              1,228,224            1,395,000
      Open interest rate swap contracts, at value                                  38,513,800           49,830,356
      Security deposits                                                             2,587,494            2,894,109
      Swap interest payable                                                         4,718,259            4,338,728
      Accrued expenses:
         Interest expense                                                           6,862,758            8,294,748
         Property taxes                                                             3,266,288           10,181,155
         Other expenses and liabilities                                             5,937,214            7,415,556
      Minority interests in controlled subsidiaries                                44,683,240           84,242,013
                                                                          --------------------  -------------------
 Total liabilities                                                             $1,597,893,211       $1,818,976,072
                                                                          --------------------  -------------------

 Net assets                                                                    $3,211,700,028       $3,253,990,369

 Shareholders' Capital                                                    --------------------  -------------------
     Shareholders' capital                                                     $3,211,700,028       $3,253,990,369
                                                                          --------------------  -------------------

 Shares Outstanding                                                                29,981,580           30,417,292
                                                                          --------------------  -------------------

 Net Asset Value and Redemption Price Per Share                                $       107.12       $       106.98
                                                                          --------------------  -------------------
</TABLE>

                 See notes to consolidated financial statements

                                       3
<PAGE>
BELCREST CAPITAL FUND LLC
 Consolidated Statements of Operations (Unaudited)

<TABLE>
                                                                          Three Months       Three Months
                                                                              Ended              Ended
                                                                            March 31,         March 31,
                                                                              2002               2001
                                                                        ------------------ -----------------
<S>                                                                            <C>               <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $46,801
          and $55,431, respectively)                                          $ 8,683,321       $ 8,668,868
      Interest allocated from Belvedere Capital                                   290,069         1,559,201
      Expenses allocated from Belvedere Capital                                (5,021,278)       (5,615,876)
                                                                        ------------------ -----------------
      Net investment income allocated from
          Belvedere Capital                                                   $ 3,952,112       $ 4,612,193
      Dividends from Partnership Preference Units                              13,110,509        17,513,290
      Rental income                                                            37,699,404        35,921,097
      Interest                                                                     58,277           488,999
                                                                        ------------------ -----------------
 Total investment income                                                      $54,820,302       $58,535,579
                                                                        ------------------ -----------------

 Expenses:
     Investment advisory and administrative fees                              $ 3,254,020       $ 3,453,830
     Property management fees                                                   1,474,910         1,389,255
     Distribution and servicing fees                                            1,139,421         1,335,808
     Interest expense on mortgages                                             14,267,601        13,756,146
     Interest expense on Credit Facility                                        5,389,421        16,489,831
     Interest expense on swap contracts                                        10,827,575         1,053,729
     Property and maintenance expenses                                         10,802,690        11,142,980
     Property taxes and insurance                                               4,765,280         3,812,618
     Amortization of deferred expenses                                                  -            39,294
     Miscellaneous                                                                525,481         1,503,631
                                                                        ------------------ -----------------
 Total expenses                                                               $52,446,399       $53,977,122
 Deduct -
      Reduction of investment adviser and
           administrative fee                                                     786,794           912,140
                                                                        ------------------ -----------------
 Net expenses                                                                 $51,659,605       $53,064,982
                                                                        ------------------ -----------------
 Net investment income before minority interests
      in net income of controlled subsidiaries                                $ 3,160,697       $ 5,470,597
 Minority interests in net income of
     controlled subsidiaries                                                   (1,485,387)       (1,907,966)
                                                                        ------------------ -----------------
Net investment income                                                         $ 1,675,310       $ 3,562,631
                                                                        ------------------ -----------------
</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>
BELCREST CAPITAL FUND LLC
 Consolidated Statements of Operations (Unaudited) (Continued)


<TABLE>
                                                                                Three Months        Three Months
                                                                                    Ended              Ended
                                                                               March 31, 2002       March 31, 2001
                                                                               ----------------- --------------------
<S>                                                                               <C>                 <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
       Investment transactions from Belvedere
          Capital (identified cost basis)                                         $(20,116,001)       $  11,155,614
       Investment transactions in Partnership
          Preference Units (identified cost basis)                                     374,360                    -
       Investment transactions in other real estate
          investments                                                               (1,532,128)                   -
                                                                               ----------------- --------------------
Net realized gain (loss)                                                          $(21,273,769)       $  11,155,614
                                                                               ----------------- --------------------
Change in unrealized appreciation
     (depreciation) -
      Investment in Belvedere Capital (identified
          cost basis)                                                             $ 40,208,914        $(465,712,673)
      Investments in Partnership Preference Units
          (identified cost basis)                                                   (2,094,618)          49,146,722
      Investment in other real estate (net of
          minority interests in unrealized gain (loss)
          of controlled subsidiaries)                                              (26,182,578)          (3,448,611)
      Interest rate swap contracts                                                  11,316,556          (21,489,799)
                                                                               ----------------- --------------------
Net change in unrealized
     appreciation (depreciation)                                                  $ 23,248,274        $(441,504,361)
                                                                               ----------------- --------------------

Net realized and unrealized gain (loss)                                           $  1,974,505        $(430,348,747)
                                                                               ----------------- --------------------
Net increase (decrease) in net assets from
     operations                                                                   $  3,649,815        $(426,786,116)
                                                                               ================= ====================
</TABLE>

                 See notes to consolidated financial statements

                                       5
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets (Unaudited)

<TABLE>
                                                                              Three Months        Three Months
                                                                                  Ended               Ended
                                                                             March 31, 2002      March 31, 2001
                                                                           -------------------  -----------------
<S>                                                                            <C>                <C>
   Increase (Decrease) in Net Assets:
        Net investment income                                                  $    1,675,310     $    3,562,631
        Net realized gain (loss) on investment transactions                       (21,273,769)        11,155,614
        Net change in unrealized appreciation (depreciation) of
         investments                                                               23,248,274       (441,504,361)
                                                                           -------------------  -----------------
   Net increase (decrease) in net assets from operations                       $    3,649,815     $ (426,786,116)
                                                                           -------------------  -----------------

   Transactions in Fund Shares -
        Net asset value of Shares redeemed                                     $  (45,940,156)     $ (33,460,034)
                                                                           -------------------  -----------------
        Net decrease in net assets from Fund Share transactions                $  (45,940,156)     $ (33,460,034)
                                                                           -------------------  -----------------

   Net decrease in net assets                                                  $  (42,290,341)     $(460,246,150)

   Net assets:
        Beginning of period                                                    $3,253,990,369     $3,807,101,131
                                                                           -------------------  -----------------
        End of period                                                          $3,211,700,028     $3,346,854,981
                                                                           ===================  =================
</TABLE>

                 See notes to consolidated financial statements

                                       6
<PAGE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
                                                                                            Three Months        Three Months
                                                                                                Ended               Ended
                                                                                             March 31,           March 31,
                                                                                                2002                2001
                                                                                          -----------------  -------------------
<S>                                                                                          <C>                 <C>
Cash flows From (For) Operating Activities -
Net investment income                                                                        $  1,675,310        $ 3,562,631
Adjustments to reconcile net investment income to net
   cash flows from operating activities -
       Amortization of debt issuance costs                                                        212,017            199,333
       Amortization of deferred expenses                                                                -             39,294
       Net investment income allocated from Belvedere Capital                                  (3,952,112)        (4,612,193)
       (Increase) decrease in dividends receivable                                             (6,014,953)         2,087,569
       Increase (decrease) in escrow deposits                                                   5,408,937           (702,944)
       Decrease in other assets                                                                 1,281,871           2,750,951
       Increase in interest payable for open swap contracts                                       379,531           1,895,689
       Decrease in accrued property taxes                                                      (6,237,161)           (341,504)
       Decrease in security deposits, accrued expenses and other liabilities                   (1,708,179)         (9,173,290)
       Improvements to rental property                                                         (1,671,560)         (1,991,053)
       Payments for investments in other real estate                                                    -         (73,721,953)
       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                   -
       Net increase in investment in Belvedere Capital                                         (6,774,312)        (27,352,517)
       Decrease in short-term investments                                                       5,140,717          27,890,159
       Minority interests in net income of
            controlled subsidiaries                                                             1,485,387           1,907,966
                                                                                          -----------------  -------------------
Net cash flows from (for) operating activities                                               $ 54,992,204        $(77,561,862)
Cash Flows From (For) Financing Activities -
       Proceeds from (repayment of) Credit Facility                                          $(53,000,000)       $ 81,600,000
       Payments on mortgages                                                                   (1,120,192)         (1,008,862)
       Payments for Fund Shares redeemed                                                       (1,963,904)         (2,742,414)
       Distributions paid to minority shareholders                                             (1,259,036)           (803,939)
                                                                                          -----------------  -------------------
Net cash flows from (for) financing activities                                               $(57,343,132)       $ 77,044,785
Net decrease in cash                                                                         $ (2,350,928)       $   (517,077)

Cash at beginning of period                                                                  $ 12,170,155        $ 10,419,784
                                                                                          -----------------  -------------------
Cash at end of period                                                                        $  9,819,227        $  9,902,707
                                                                                          =================  ===================
</TABLE>

                 See notes to consolidated financial statements

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

<TABLE>
                                                                                                 Three Months         Three Months
Supplemental Disclosure and Non-cash Investing                                                       Ended                Ended
Financing Activities-                                                                            March 31, 2002      March 31, 2001
                                                                                                 --------------      --------------
<S>                                                                                              <C>                 <C>
       Change in unrealized appreciation (depreciation) of investments and
            open swap contracts                                                                  $ 23,248,274         $(441,504,361)
       Interest paid for loan                                                                    $  6,070,208         $  23,574,162
       Interest paid for swap contracts                                                          $ 10,448,044         $     841,960
       Interest paid for mortgages                                                               $ 14,810,841         $  13,490,550
       Market value of securities distributed in payment of redemptions                          $ 42,765,142         $  29,862,028
       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
           investments                                                                           $147,208,137         $           -
       Mortgage disposed of in conjunction with sale of real estate investments                  $106,380,298         $           -
</TABLE>

                 See notes to consolidated financial statements

                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of March 31, 2002
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
FINANCIAL HIGHLIGHTS (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------------------

For the Three Months Ended March 31, 2002

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>
Net asset value - Beginning of period                                                               $106.980
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS
------------------------------------------------------------------------------------------------------------------------------------
Net investment income(6)                                                                            $  0.056
Net realized and unrealized gain                                                                       0.084
------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS                                                                        $  0.140
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value - End of Period                                                                     $107.120
------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(1)                                                                                         0.13%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                                                       AS A PERCENTAGE           AS A PERCENTAGE
                                                                       OF AVERAGE NET            OF AVERAGE GROSS
RATIOS                                                                 ASSETS (5)(9)             ASSETS (4)(5)(9)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
Expenses of Consolidated Real Property Subsidiaries
     Interest and other borrowing costs (3)                                     1.40%                   0.97%
     Operating expenses(3)                                                      1.65%                   1.15%
Belcrest Capital Fund LLC Expenses
     Interest and other borrowing costs(2)                                      2.06%                   1.43%
     Investment advisory and administrative fees,
          servicing fees and other Fund operating expenses(2)(7)                1.14%                   0.79%
                                                                               -----------------------------------------------------

Total expenses(8)                                                               6.25%                   4.34%

Net investment income(8)                                                        0.21%                   0.15%
------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net Assets, end of period (000's omitted)                                                         $3,211,700
Portfolio Turnover of Tax-Managed Growth Portfolio                                                         5%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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 each  entity'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.
(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
     6.35% and 4.41%,  respectively,  and the ratios of net investment income to
     average  net  assets and  average  gross  assets  would have been 0.11% and
     0.08%, respectively.
(9)  Annualized.

                 See notes to consolidated financial statements

                                       9
<PAGE>
BELCREST CAPITAL FUND LLC as of March 31, 2002
NOTES TO 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 Rule 10-01 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 Rule 10-01 of Regulation S-X.

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

2 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2002
aggregated $80,040,392 and $117,409,106,  respectively, and for the three months
ended March 31, 2001 aggregated $52,926,050 and $55,593,062,  respectively.  For
the  period  ended  March  31,  2002,  sales  of  Partnership  Preference  Units
aggregated $35,374,360.  There were no purchases of Partnership Preference Units
during the period ended March 31, 2002 and March 31, 2001,  respectively.  There
were no sales of Partnership  Preference  Units for the three months ended March
31, 2001. For the three months ended March 31, 2002,  sales of other real estate
investments aggregated  $31,588,186.  For the three months ended March 31, 2001,
acquisitions of other real estate investments aggregated $73,721,953.

Sales of Partnership  Preference Units for the three months ended March 31, 2002
include amounts sold to other funds sponsored by Eaton Vance  Management  (EVM).
Sales of other real estate  investments during three months ended March 31, 2002
were made to other funds sponsored by EVM.

3 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2002 was  $10,618,305,771  representing  56.5% of the  Portfolio's net
assets  and at March  31,  2001  was  $9,248,868,309  representing  54.7% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,

                                       10
<PAGE>
2002 was $3,404,421,331 representing 32.1% of Belvedere Capital's net assets and
at March 31, 2001 was $3,503,067,061,  representing 37.9% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the  three  months  ended  March  31,  2002  totaled  $27,289,011,  of which
$8,973,390 was allocated to the Fund.  Investment  income allocated to Belvedere
Capital  from the  Portfolio  for the three  months ended March 31, 2001 totaled
$25,944,565,  of which $10,228,069 was allocated to the Fund. Expenses allocated
to  Belvedere  Capital from the  Portfolio  for the three months ended March 31,
2002  totaled  $11,408,561,  of which  $3,747,521  was  allocated  to the  Fund.
Expenses  allocated to Belvedere Capital from the Portfolio for the three months
ended March 31, 2001 totaled  $10,657,687,  of which $4,193,046 was allocated to
the  Fund.  Belvedere  Capital  allocated  additional  expenses  to the  Fund of
$1,273,757  for the three months ended March 31, 2002,  representing  $32,198 of
operating  expenses and $1,241,559 of service fees.  Belvedere Capital allocated
additional  expenses to the Fund of $1,422,830  for the three months ended March
31, 2001,  representing  $36,396 of operating expenses and $1,386,434 of service
fees.

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

<TABLE>
                                         March 31,            December 31,             March 31,
                                           2002                   2001                    2001
                                    -------------------- ------------------------ ---------------------
<S>                                     <C>                      <C>                   <C>
Investments, at value                   $18,699,529,315          $18,312,992,768       $16,937,423,532
Other Assets                                137,094,099               23,229,223            32,010,878
----------------------------------- -------------------- ------------------------ ---------------------
Total Assets                            $18,836,623,414          $18,336,221,991       $16,969,434,410
Total Liabilities                            54,877,430                  357,011            59,756,296
----------------------------------- -------------------- ------------------------ ---------------------
Net Assets                              $18,781,745,984          $18,335,864,980       $16,909,678,114
=================================== ==================== ======================== =====================
Dividends and interest                  $    48,561,319          $   192,367,081       $    48,190,173
----------------------------------- -------------------- ------------------------ ---------------------
Investment adviser fee                  $    19,634,596          $    76,812,367       $    19,128,089
Other expenses                                  654,041                2,161,015               640,516
----------------------------------- -------------------- ------------------------ ---------------------
Total expenses                          $    20,288,637          $    78,973,382       $    19,768,605
----------------------------------- -------------------- ------------------------ ---------------------
Net investment income                   $    28,272,682          $   113,393,699       $    28,421,568
Net realized gains                         (111,417,095)            (360,120,300)           52,532,750
Net change in unrealized
   gains (losses)                           229,264,275           (1,605,211,090)       (2,205,600,689)
----------------------------------- -------------------- ------------------------ ---------------------
Net increase (decrease) in
    net assets from operations          $   146,119,862          $(1,851,937,691)      $(2,124,646,371)
----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

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 March 31,
2002 and  December  31,  2001,  Belcrest  Capital  has entered  into  cancelable
interest rate swap agreements with Merrill Lynch Capital Services, Inc.

                                       11
<PAGE>

<TABLE>
                 Notional                                 Initial                         Unrealized           Unrealized
                  Amount                                  Optional         Final          Depreciation         Depreciation
  Effective       (000's     Fixed        Floating      Termination     Termination       At March 31,      At December 31,
     Date        omitted)     Rate          Rate            Date           Date              2002                2001
--------------- ------------ ---------- ------------------ --------------- ---------------- ----------------- ---------------------
<C>               <C>      <C>         <C>                <C>            <C>                <C>                <C>
11/98             $68,750  6.2250%     Libor + 0.45%      11/24/03       11/24/05           $ (1,121,052)      $ (1,781,035)
11/98              24,528  6.2950%     Libor + 0.45%      05/24/03       11/24/05               (379,381)          (603,624)
11/98              41,368  6.3100%     Libor + 0.45%      02/24/03       11/24/05               (597,358)          (958,841)
02/99               9,030  6.5050%     Libor + 0.45%      03/04/03       11/24/05               (156,067)          (235,750)
02/99              21,996  6.4970%     Libor + 0.45%      04/20/03       11/24/05               (404,318)          (605,921)
02/99              20,018  6.4390%     Libor + 0.45%      11/24/03       11/24/05               (433,345)          (635,733)
02/99             111,000  6.4068%     Libor + 0.45%      02/23/04       11/24/05             (2,488,711)        (3,623,059)
04/99              80,000  6.5550%     Libor + 0.45%      04/28/04       11/24/05             (2,205,537)        (3,058,399)
04/99              16,468  6.7195%     Libor + 0.45%      02/06/03       11/24/05               (329,467)          (480,383)
04/99              12,671  6.6176%     Libor + 0.45%      11/24/03       11/24/05               (329,144)          (462,881)
04/99              15,105  6.5903%     Libor + 0.45%      02/23/04       11/24/05               (409,985)          (571,060)
07/99              26,516  7.3080%     Libor + 0.45%      11/24/03       11/24/05             (1,102,360)        (1,430,877)
07/99              40,193  7.3010%     Libor + 0.45%      02/23/04       11/24/05             (1,784,635)        (2,286,386)
07/99              10,109  7.2370%     Libor + 0.45%      04/29/04       11/24/05               (455,514)          (580,387)
07/99             155,000  7.2310%     Libor + 0.45%      07/28/04       11/24/05             (7,378,993)        (9,298,744)
09/99              17,674  7.7000%     Libor + 0.45%      02/23/04       11/24/05               (944,781)        (1,184,451)
09/99               9,833  7.6350%     Libor + 0.45%      07/28/04       11/24/05               (571,210)          (702,968)
09/99              43,000  7.6525%     Libor + 0.45%      09/17/04       11/24/05             (2,590,519)        (3,168,606)
09/99              35,024  7.6440%     Libor + 0.45%      07/28/04       11/24/05             (2,042,579)        (2,512,664)
09/99             212,000  7.6224%     Libor + 0.45%      09/28/04       11/24/05            (12,687,006)       (15,521,494)
09/99               1,907  7.5800%     Libor + 0.45%      04/29/04       11/24/05               (101,838)          (127,093)
------------------------------------------------------------------------------------------------------------------------------------
Total                                                                                       $(38,513,800)      $(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 MARCH 31,  2002,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2001

Belcrest Capital Fund LLC and its subsidiaries (collectively, the Fund) achieved
total return  performance  of 0.13% for the quarter  ended March 31, 2002.  This
return reflects an increase in the Fund's net asset value per share from $106.98
to $107.12.  This performance is compared to Standard & Poors 500 Index (the S&P
500),  an unmanaged  index of large  capitalization  stocks  commonly  used as a
benchmark for the U.S. equity market, which had a total return of 0.28% over the
same period. For comparison, at the end of the first quarter of 2001, the Fund's
net asset value per share  decreased  from  $120.30 to $106.73,  representing  a
-11.3 % return versus S&P 500's return of -11.9%.

During the first quarter of 2002, the U.S.  equity  market's return was hampered
by continued volatility and economic uncertainty. In this difficult environment,
the performance of Tax-Managed Growth Portfolio (the Portfolio) exceeded that of
the  overall  market.  The  Portfolio  correctly  de-emphasized  the  two  worst
performing  sectors of the S&P 500:  Information  Technology and Telecom,  which
lost -7.5% and -15.9% respectively.  The Portfolio held the same cautious stance
on the aforementioned  sectors in the first quarter of 2001. Value stocks in all
capitalization  ranges  outperformed  their growth  counterparts for the quarter
ending March 31, 2002.  The  Portfolio  made a gradual  shift to  overweight  in
Capital  Goods,  and increased its exposure to the Consumer  Discretionary  area
during the last year, which helped its performance.  An increase in the exposure
to defense and aerospace names continued to be productive for the Portfolio.

                                       12
<PAGE>
In the fixed income markets,  the first quarter benefited from a stable interest
rate  environment and narrowing  credit spreads.  The Federal Reserve Board left
interest  rates  unchanged  for the quarter  ending  March 31,  2002;  the first
non-action  since early 2000.  Changes in  valuation  of the Fund's  holdings of
Partnership  Preference  Units and other real  estate  investments  had a modest
negative impact on the Fund's performance during the period.

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 March 31,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $(38,513,800) and $(34,319,656), respectively.

CRITICAL ACCOUNTING POLICIES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations are based upon the Fund's 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  believes  its  more  significant  estimates  and  assumptions  used in
preparation  of  its  consolidated  financial  statements  are  affected  by its
critical  accounting  policies  for the Fund's  investments  in real  estate and
interest rate swap contracts.  Prices are not readily  available for these types
of investments  and therefore they are valued as determined in good faith by the
Investment Adviser on an ongoing basis.

In estimating the value of the Fund's investments in real estate, the Investment
Adviser takes into account all relevant factors, data and information, including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than Partnership Preference Units are generally stated at estimated market
values based upon  independent  valuations  assuming an orderly  disposition  of
assets. Detailed valuations are performed annually and reviewed periodically and
adjusted if there has been a significant change in economic  circumstances since
the previous  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.  The Investment  Adviser,  in determining the
value of interest  rate swaps,  may  consider  among  other  things,  dealer and
counter-party quotes and pricing models.

These  policies   involve   significant   judgments  made,  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

                                       13
<PAGE>
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 Belcrest  Realty  Corporation
(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.  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.  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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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 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.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 4 to the
consolidated financial statements.

                                       14
<PAGE>

<TABLE>

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

                  2003-2005        2006                2007         Thereafter                Total             Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>                 <C>          <C>                       <C>               <C>
Rate sensitive
liabilities:
Long term debt
  variable rate
  Credit Facility                $831,350,000                                             $831,350,000      $831,350,000

Average interest
   rate                              2.48%                                                    2.48%


Rate sensitive
  derivative financial
  instruments:
Pay fixed/receive
   variable interest rate
   swap contracts                $972,190,000                                             $972,190,000       $(38,513,800)

Average pay rate                     7.02%                                                    7.02%

Average receive rate                 2.48%                                                    2.48%
</TABLE>


                                       15
<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.

     None.

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

     (a)        Exhibits
     21         List of subsidiaries


                                       16
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on May 15, 2002.


                                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

                                       17
<PAGE>
                                  EXHIBIT INDEX


21   List of subsidiaries




                                       18