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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2000
                          Commission File No. 000-30509


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


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


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


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

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


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










                                  Page 1 of 29
<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 September 30, 2000 (unaudited) and December 31, 1999           3

          Consolidated  Statements  of  Operations  For the Three
          Months  Ended September  30, 2000 and 1999  (unaudited)
          for the Nine  Months  Ended September 30, 2000 and 1999
          (unaudited)                                                          4

          Consolidated  Statements  of Changes in Net Assets For
          the Nine Months Ended   September  30,  2000  and  1999
          (unaudited)                                                          6

          Consolidated  Statements  of Cash  Flows  for the
          Nine  Months  Ended September 30, 2000 and 1999 (unaudited)          7

          Notes to Financial Statements as of September 30, 2000
          (unaudited)                                                          9

Item 2. Management's  Discussion and Analysis of Financial
Condition and Results of Operations                                           21

Item 3. Quantitative and Qualitative Disclosures About Market Risk            23

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     27

Item 2. Changes in Securities and Use of Proceeds                             27

Item 3. Defaults Upon Senior Securities                                       27

Item 4. Submission of Matters to a Vote of Security Holders                   27

Item 5. Other Information                                                     27

Item 6. Exhibits and Reports on Form 8-K                                      27


SIGNATURES                                                                    28


                                       2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

<TABLE>
 BELCREST CAPITAL FUND LLC
 Consolidated Statements of Assets and Liabilities

                                                                              September 30,
                                                                                  2000              December 31,
                                                                               (Unaudited)              1999
                                                                           -------------------   ------------------
<S>                                                                        <C>                   <C>
 Assets:
     Investment in Belvedere Capital LLC                                       $4,186,403,622       $4,080,817,015
     Investment in real estate partnership preference units                       753,364,321          947,934,345
     Investment in other real estate                                              696,068,672                    -
                                                                           -------------------   ------------------
            Total Investments                                                  $5,635,836,615       $5,028,751,360
     Cash                                                                          14,742,234            5,028,304
     Cash - security deposits                                                         814,275                    -
     Receivable for open swap contracts                                            13,621,838           31,185,750
     Dividends receivable                                                              13,524            1,516,719
     Prepaid and deferred expenses                                                  9,611,371                    -
     Escrow deposits - restricted                                                  11,285,473                    -
     Swap interest receivable                                                         321,162              327,250
     Other assets                                                                   1,431,978                    -
                                                                           -------------------   ------------------
             Total Assets                                                      $5,687,678,470       $5,066,809,383
                                                                           -------------------   ------------------

 Liabilities:
    Loan payable                                                                 $994,250,000       $1,130,000,000
    Mortgage payable                                                              536,107,759                    -
    Minority interest in controlled subsidiaries                                   68,952,579              208,000
    Special distributions payable                                                   1,493,324                    -
    Security deposits                                                               2,386,424                    -
    Payable for Fund shares redeemed                                                        -            2,479,636
    Payable to affiliate for distribution fees                                              -              312,417
    Accrued Expenses
        Interest expense                                                           13,475,183           13,009,314
        Accrued property taxes                                                      6,826,099                    -
        Other accrued expenses                                                      4,264,685              187,485
                                                                           -------------------   ------------------
             Total Liabilities                                                 $1,627,756,053       $1,146,196,852
                                                                           -------------------   ------------------
 Net assets                                                                    $4,059,922,417       $3,920,612,531
                                                                           ===================   ==================

 Shareholders' Capital
                                                                           -------------------   ------------------
     Shareholders' capital                                                     $4,059,922,417       $3,920,612,531
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
Shares Outstanding                                                                 31,851,040           33,007,386
                                                                           -------------------   ------------------

                                                                           -------------------   ------------------
Net Asset Value and Redemption Price Per Share                                        $127.47              $118.78
                                                                           -------------------   ------------------
</TABLE>


                                       3
<PAGE>
<TABLE>
BELCREST CAPITAL FUND LLC
 Consolidated Statements of Operations
 (Unaudited)                                               Three months      Three months        Nine months       Nine months
                                                               ended             ended              ended              ended
                                                          September 30,      September 30,      September 30,     September 30,
                                                               2000              1999               2000               1999
                                                         ----------------- ------------------ ------------------ -----------------
<S>                                                            <C>                <C>               <C>               <C>
 Investment Income:
     Dividends allocated from Belvedere Capital                $8,500,554         $5,565,444        $26,664,593       $11,269,223
        (net of foreign taxes of $49,520, $792,
         $213,808 and $109,313, respectively)
     Interest allocated from Belvedere Capital                  3,498,253          1,690,896          7,347,860         3,083,391
     Expenses allocated from Belvedere Capital                (6,296,448)        (3,587,175)       (18,632,704)       (7,296,608)
                                                         ----------------- ------------------ ------------------ -----------------
     Net investment income allocated from
     Belvedere Capital                                         $5,702,359         $3,669,165        $15,379,749        $7,056,006
     Dividends from partnership preference units                5,211,617         15,435,448         48,196,390        30,533,455
     Rental income                                             27,778,822                  -         53,631,381                 -
     Interest                                                     191,237             16,584            706,173            83,656
                                                         ----------------- ------------------ ------------------ -----------------
             Total investment income                          $38,884,035        $19,121,197       $117,913,693       $37,673,117
                                                         ----------------- ------------------ ------------------ -----------------

 Expenses:
    Investment advisor and administrative fees                 $3,516,720         $1,946,128        $10,173,462        $3,920,436
    Property management fees                                    1,052,265                  -          2,027,534                 -
    Distribution and servicing fees                             1,442,746            847,220          4,302,055         1,725,250
    Interest expense on credit facility                        18,070,651         10,520,199         55,221,789        20,855,656
    Interest expense on mortgages                              10,732,211                  -         20,911,211                 -
    Interest expense (income) on swap contracts                 (961,331)          1,246,365            961,216         2,726,686
    Depreciation and amortization                               6,598,196                  -         13,111,664           352,266
    Property taxes and insurance                                2,878,678                  -          5,579,871                 -
    Property and maintenance expenses                           8,973,931                  -         16,973,293                 -
    Organizational expense                                              -                  -            150,496                 -
    Custodian and transfer agent fees                              20,420             17,063             71,479            50,854
    Legal and accounting services                                 341,576            507,630            973,212           747,267
    Printing and postage                                            3,478             71,933              8,736            79,919
    Miscellaneous                                                 270,328             44,110            530,788            49,134
                                                         ----------------- ------------------ ------------------ -----------------
            Total expenses                                    $52,939,869        $15,200,648       $130,996,806       $30,507,468
            Preliminary reduction of investment
            advisor and administrative fees                   (1,010,375)          (574,111)        (2,982,078)       (1,162,373)
                                                         ----------------- ------------------ ------------------ -----------------
               Net expenses                                   $51,929,494        $14,626,537       $128,014,728       $29,345,095
                                                         ----------------- ------------------ ------------------ -----------------

Net investment income (loss) before minority interest
in share of  net loss of controlled subsidiaries            $(13,045,459)         $4,494,660      $(10,101,035)        $8,328,022
            Minority interest net loss of controlled
            subsidiaries                                          903,798                  -          2,027,549                 -
                                                         ----------------- ------------------ ------------------ -----------------
Net investment income (loss)                                $(12,141,661)         $4,494,660       $(8,073,486)        $8,328,022
                                                         ----------------- ------------------ ------------------ -----------------


                                       4
<PAGE>
Consolidated Statements of Operations  (Con't)
 (Unaudited)                                               Three months      Three months       Nine months        Nine months
                                                               ended             ended              Ended             ended
                                                          September 30,      September 30,     September 30,      September 30,
                                                               2000              1999               2000              1999
                                                         ----------------- ------------------ ----------------- ------------------
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
     Investment transactions from Belvedere
     Capital                                                $(32,583,581)         $1,303,325       $58,180,407         $4,800,344
     Investment transactions in partnership
     preference units                                         (8,832,131)                  -      (61,969,027)                  -
     Termination of interest rate swap contracts                3,174,000                  -         6,372,900                  -
                                                         ----------------- ------------------ ----------------- ------------------
             Net realized gain (loss)                       $(38,241,712)         $1,303,325        $2,584,280         $4,800,344
                                                         ----------------- ------------------ ----------------- ------------------
   Change in unrealized appreciation (depreciation)
     Investment in Belvedere Capital                          $81,973,064     $(204,160,402)      $194,102,030     $(113,265,014)
     Investments in partnership preference units               80,102,146       (17,248,468)       116,558,681       (37,580,967)
     Interest rate swap contracts                            (21,411,283)             11,698      (17,563,912)         16,688,388
                                                         ----------------- ------------------ ----------------- ------------------
    Net change in unrealized
                appreciation (depreciation)                  $140,663,927     $(221,397,172)      $293,096,799     $(134,157,593)
                                                         ----------------- ------------------ ----------------- ------------------
     Net realized and unrealized gain (loss)                 $102,422,215     $(220,093,847)      $295,681,079     $(129,357,249)
                                                         ----------------- ------------------ ----------------- ------------------
 Net increase (decrease) in net assets from
 operations                                                   $90,280,554     $(215,599,187)      $287,607,593     $(121,029,227)
                                                         ================= ================== ================= ==================
</TABLE>




                                       5
<PAGE>
<TABLE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets   (Unaudited)
                                                                              Nine Months         Nine Months
                                                                                 ended               ended
                                                                             September 30,       September 30,
                                                                                 2000                1999
                                                                          -------------------  ------------------
<S>                                                                       <C>                   <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                         $( 8,073,486)         $   8,328,022
     Net realized gain from investment transactions                          2,584,280              4,800,344
     Net change in unrealized appreciation (depreciation) of
      investments                                                          293,096,799           (134,157,593)
                                                                          -------------------  ------------------
             Net increase in net assets from operations                   $287,607,593          $(121,029,227)
                                                                          -------------------  ------------------

 Transactions in Fund shares -
    Investment securities contributed                                     $           -        $3,011,092,599
    Less - selling commissions                                                        -           (11,382,122)
                                                                          -------------------  ------------------
    Net contributions                                                     $           -        $2,999,710,477
     Net asset value of shares redeemed                                    (143,869,717)          (26,253,492)
                                                                          -------------------  ------------------
        Net increase (decrease) in net assets from Fund shares
           transactions                                                   $ (143,869,717)      $2,973,456,985
                                                                          -------------------  ------------------

Distributions to shareholders -
     Special distributions to Shareholders
          Belair Capital Fund                                             $      (4,427,990)   $            -
                                                                          -------------------  ------------------
                  Total distributions                                     $      (4,427,990)   $            -
                                                                          -------------------  ------------------

 Net increase in net assets                                               $     139,309,886     $2,852,427,758

 Net assets:
    Beginning of period                                                       3,920,612,531        544,202,835
                                                                          -------------------  ------------------
     End of period                                                        $   4,059,922,417     $3,396,630,593
                                                                          ===================  ==================
</TABLE>




                                       6
<PAGE>
<TABLE>
BELCREST CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)
                                                                                      Nine months          Nine months
                                                                                         Ended                Ended
                                                                                     September 30,        September 30,
                                                                                         2000                 1999
                                                                                   ------------------  ------------------
<S>                                                                                    <C>               <C>
Cash flows from (for) Operating Activities -
Net investment income(loss)                                                            $ (8,073,486)    $       8,328,022
Adjustments to reconcile net investment income (loss) to net
cash flows used for operating activity -
       Depreciation and amortization                                                      13,111,664              352,266
       Net investment income allocated from Belvedere Capital                            (15,379,749)          (7,056,006)
       Payment of organization and offering expenses                                               -             (326,898)
       Decrease (increase) in dividends receivable                                         1,503,195           (9,332,004)
       Increase in deferred costs                                                         (3,749,328)                   -
       Decrease in prepaid expenses                                                        1,016,155                    -
       Increase in interest payable for open swap contract                                         -              455,061
       Decrease in interest receivable for open swap contracts                                 6,088                    -
       Increase in escrow deposits                                                        (3,848,836)                   -
       Increase in other assets                                                             (314,461)                   -
       Increase in accrued property taxes                                                  5,177,780                    -
       Increase (decrease) in accrued interest and operating expenses                        (48,295)           5,753,367
       Purchases of partnership preference units                                        (113,469,200)        (899,486,052)
       Payments for investments in other real property                                  (106,592,527)                   -
       Improvements to real estate                                                        (2,275,347)
       Sales of partnership preference units                                             362,628,878                    -
       Proceeds from terminated interest rate swap contracts                               6,372,900                    -
       Net decrease in investment in Belvedere Capital                                    42,639,314           13,753,137
       Minority interest in share of net investments loss of controlled
       subsidiaries                                                                       (2,027,549)                   -
                                                                                   --------------------------------------
       Net cash flows from (used for) operating activities                         $     176,677,196       $ (887,559,107)
Cash Flows from (for) Financing Activities -
       Proceeds from/(repayment of) Credit Facility                                $    (135,750,000)      $  905,000,000
       Capital contributed to majority owned subsidiary by
       minority shareholder                                                                1,031,890
       Payments on behalf of investors (selling commissions)                                       -          (11,382,122)
       Payment on mortgages                                                               (1,636,377)                   -
       Payment of special distributions                                                   (2,934,666)                   -
       Payments for Fund shares redeemed                                                 (26,859,838)          (2,126,645)
                                                                                   --------------------------------------
       Net cash flows from (used for) financing activities                         $    (166,148,991)        $891,491,233

Net increase in cash                                                                      10,528,205            3,932,126

Cash at beginning of period                                                                5,028,304              377,275
                                                                                   ------------------  ------------------
Cash at end of period                                                                    $15,556,509        $   4,309,401
                                                                                   ==================  ==================


                                       7
<PAGE>
Supplemental Disclosure and Non-cash Investing and
Financing Activities-
       Securities contributed by Shareholders, invested in Belvedere Capital       $               -      $ 3,011,092,599
       Unrealized appreciation of investments and open swap contracts              $     674,510,419      $  (103,745,263)
       Interest paid for loan from Credit Facility                                 $      58,179,501      $    15,114,291
       Interest paid for mortgages                                                 $     17,487,630                     -
       Interest paid for swap contracts                                            $        955,128       $     2,271,625
       Market value of securities distributed in payment of redemptions            $    119,489,515       $    24,126,847
       Market value real of property and other assets, net of current
       liabilities, contributed to Fund                                            $    659,900,672       $             -
       Mortgages assumed in conjunction with acquisitions of real property         $    537,744,135       $             -
</TABLE>





                                       8
<PAGE>
BELCREST CAPITAL FUND LLC as of September 30, 2000
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Organization

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

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

BRC - BRC invests directly in partnership preference units and also holds a 100%
interest in BSA and a majority  interest in Bel Alliance and Bel  Apartment.  At
September  30, 2000,  Belcrest  Capital owned 100% of the common stock issued by
BRC and intends to hold all of BRC's  common  stock at all times.  Approximately
105 charitable  organizations own preferred stock of BRC which has been recorded
as a minority interest on the Statement of Assets and Liabilities. The preferred
stock has a par value of $.01 per share and is redeemable by BRC at a redemption
price of $100 after the  occurrence of certain tax events or after  December 31,
2004.  Dividends on the preferred  stock are cumulative and payable  annually in
arrears in December in an amount equal to $8 per share per annum.

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

Bel Alliance- Bel Alliance,  a majority owned subsidiary of BRC, indirectly owns
forty-one multi-family  residential properties  (collectively,  the Bel Alliance
properties)  located  in  seven  states  (Texas,  Virginia,  Maryland,  Georgia,
Alabama,  North Carolina and Florida). BRC owns 100% of the Class A units of Bel
Alliance,  representing  55% of the  equity  interests  in Bel  Alliance,  and a
minority shareholder (the Alliance minority  shareholder) owns 100% of the Class
B units,  representing 45% of the equity interests in Bel Alliance.  The Class B


                                       9
<PAGE>
equity  interest is recorded as a minority  interest on the  Statement of Assets
and Liabilities.  The primary  distinction  between the two classes of shares is
the distribution  priority and voting rights.  BRC has priority in distributions
and has greater voting rights than the holders of the Class B units.

Bel  Apartment- Bel Apartment,  a majority owned  subsidiary of BRC,  indirectly
owns ten multi-family  residential properties  (collectively,  the Bel Apartment
properties) located in seven states (Texas,  Arizona,  Georgia,  North Carolina,
Washington,  Tennessee  and Florida).  BRC owns Class A units of Bel  Apartment,
representing a 75% equity interest in Bel Apartment,  and a minority shareholder
(the Bel Apartment minority shareholder) owns Class B units,  representing a 25%
equity  interest in Bel  Apartment.  The equity  interest  of the Bel  Apartment
minority  shareholder  is recorded as a minority  interest on the  Statement  of
Assets and  Liabilities.  The  primary  distinction  between  the two classes of
shares is the  distribution  priority  and voting  rights.  BRC has  priority in
distributions and has greater voting rights than the holder of Class B units.

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

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

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

B  Investment   Valuations--The   Fund's  investments   consist  of  partnership
preference units, other real property  investments,  shares of Belvedere Capital
and  short-term  debt  securities.  Belvedere  Capital's  only  investment is an
interest in the  Portfolio,  the value of which is derived  from a  proportional
interest  therein.  Additionally,  the Fund has entered into  interest rate swap
contracts  (see Note 8). The valuation  policy  followed by the Fund,  Belvedere
Capital  and the  Portfolio  for all  assets,  other than real  property,  is as
follows:


                                       10
<PAGE>
Marketable  securities,  including  options,  that are listed on foreign or U.S.
securities  exchanges  or in the  NASDAQ  National  Market  System are valued at
closing  sale prices,  on the exchange  where such  securities  are  principally
traded.  Futures  positions on securities or currencies are generally  valued at
closing settlement prices.  Unlisted or listed securities for which closing sale
prices are not available are valued at the mean between the latest bid and asked
prices.  Short-term debt securities with a remaining maturity of 60 days or less
are valued at amortized cost, which  approximates  value. Other fixed income and
debt  securities,  including  listed  securities  and securities for which price
quotations  are  available,  are  normally  valued  on the  basis of  valuations
furnished by a pricing  service.  Investments  held by the  Portfolio  for which
valuations or market  quotations are  unavailable are valued at fair value using
methods  determined  in  good  faith  by or at the  direction  of the  Trustees.
Interest  rate swap  contracts  are valued by obtaining  dealer or  counterparty
quotes.

The value of the Fund's real estate assets is determined in good faith by Boston
Management  and  Research  (BMR),  as Manager of BRC,  taking  into  account all
relevant factors, data and information,  including,  with respect to investments
in partnership preference units, information from dealers and similar firms with
knowledge  of  such  issues  and  the  prices  of  comparable  preferred  equity
securities  and  other  fixed or  adjustable  rate  instruments  having  similar
investment  characteristics.  Real  estate  investments  other than  partnership
preference  units are  generally  stated at estimated  market  values based upon
independent  valuations.  Detailed  investment  valuations,  which  include  the
discounted  cash flow method of appraisal,  are performed  annually and reviewed
periodically  and  adjusted if there has been a  significant  change in economic
circumstances since the previous  valuation.  The discounted cash flow method of
appraisal projects future cash inflows and outflows,  and presumes a sales price
at the end of a holding  period.  Such amounts are  discounted at an appropriate
rate of return that a prudent buyer would currently require to purchase the real
estate assets. The valuation of investments  assumes the orderly  disposition of
all assets.

C Escrow Accounts--The escrow accounts related to Bel Alliance and Bel Apartment
consist of deposits for real estate taxes, insurance, environmental, renovation,
reserve for replacements and capital repairs required under mortgage agreements,
debt service, and security deposit accounts. Bel Alliance and Bel Apartment have
no access to these funds once  deposited into the escrow  accounts.  Amounts are
held by the respective financial institutions and controlled by the lender (Note
9).

D Interest Rate  Swaps--The  Fund has entered into interest rate swap agreements
with  respect  to its  borrowings  and  investments  in  fixed-rate  partnership
preference  units.  Pursuant  to  these  agreements,  the Fund  makes  quarterly
payments to the  counterparty  at  predetermined  fixed  rates,  in exchange for
floating-rate  payments  from the  counterparty  at a  predetermined  spread  to
three-month  LIBOR, based on notional values  approximately  equal to the Fund's
acquisition cost for the fixed-rate  partnership  preference  units.  During the
terms of the outstanding  swap agreements,  changes in the underlying  values of
the swaps are  recorded as  unrealized  gains or losses.  The Fund is exposed to
credit loss in the event of non-performance by the swap counterparty.

E  Written   Options--The   Portfolio   and  the  Fund  may  write   listed  and
over-the-counter call options on individual securities, on baskets of securities
and on stock market indices.  Upon the writing of a call option, an amount equal
to the premium received by the Portfolio or Fund is included in the Statement of


                                       11
<PAGE>
Assets and Liabilities of the respective  entity, as a liability.  The amount of
the liability is subsequently  marked-to-market  to reflect the current value of
the  option  written  in  accordance  with  the  investment  valuation  policies
discussed above.  Premiums received from writing options that expire are treated
as realized gains.  Premiums received from writing options that are exercised or
are closed are added to or offset  against  the  proceeds  or amount paid on the
transaction  to determine the realized gain or loss.  The Portfolio or Fund as a
writer of an option may have no control over whether the  underlying  securities
may be sold and as a result  bears the market risk of an  unfavorable  change in
the price of the securities underlying the written option.

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

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

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

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

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

J  Organization  Costs  and  Deferred  Expenses--Costs  incurred  by the Fund in
connection with its organization have been expensed as incurred.  Costs incurred
by the Fund in  connection  with its  offering  were  amortized  over the Fund's


                                       12
<PAGE>
offering  period.  Deferred  costs of Bel Alliance and Bel Apartment  consist of
deferred mortgage origination expenses which are amortized over the terms of the
loans.

K Income  Taxes--Belcrest  Capital,  Belvedere  Capital  and the  Portfolio  are
treated as partnerships for federal income tax purposes.  As a result,  Belcrest
Capital,  Belvedere  Capital and the Portfolio do not incur  federal  income tax
liability,   and  the   shareholders   and  partners  thereof  are  individually
responsible for taxes on items of partnership income, gain, loss, and deduction.
The policy of BRC, Bel Alliance and Bel Apartment is to comply with the Internal
Revenue Code  applicable  to REITs.  BRC, Bel  Alliance and Bel  Apartment  will
generally  not  be  subject  to  federal  income  tax to the  extent  that  they
distribute  their  earnings to their  stockholders  each year and maintain their
qualification  as a REIT.  BSA is a  single  member  limited  liability  company
treated as a pass-through entity for federal tax purposes.

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

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

N Interim Financial  Statements--The  interim financial  statements  relating to
September  30, 2000 and for the nine months then ended have not been  audited by
independent  certified  public  accountants,  but in the  opinion  of the Fund's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for the fair presentation of the financial statements.

3 Distributions to Shareholders

The Fund intends to distribute  each year all of its net  investment  income for
the year, if any, and  approximately  22% of its net realized  capital gains for
such year, if any, other than  precontribution  gains allocated to a shareholder
in connection  with a tender offer or other  extraordinary  corporate event with
respect to a security contributed by such shareholder, for which no capital gain
distribution  is made.  In  addition,  whenever a  distribution  in respect to a
precontribution  gain  is  made,  the  Fund  makes  a  special  distribution  to
compensate  shareholders  receiving such distributions for taxes that may be due
in connection  with the  precontribution  gain and  supplemental  distributions.
Special  distributions  accrued for or paid during the nine month  period  ended
September 30, 2000 totaled $4,427,990.

4 Shareholder Transactions

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


                                       13
<PAGE>

                                      Nine Months            Nine Months
                                        Ended                   Ended
                                     September 30,          Septebmer 30,
                                        2000                    1999
                                     ------------------------------------
Issued at Fund closings                        -           27,242,741
Redemptions                           (1,156,346)             (21,198)
                                     ------------------------------------
Increase (decrease)                   (1,156,346)          27,021,543

Redemptions  of shares  held less than three  years are  generally  subject to a
redemption fee of 1% of the net asset value of shares  redeemed.  The redemption
fee is paid to Eaton Vance Distributors, Inc. (EVD) by the Fund on behalf of the
redeeming  shareholder.  No charge is levied on redemptions  of shares  acquired
through the reinvestment of distributions,  shares redeemed in connection with a
tender  offer  or  other  extraordinary   corporate  event  with  respect  to  a
contributed  security  or  shares  redeemed  following  the  death of all of the
initial  holders  of  the  shares  redeemed.  In  addition,  no fee  applies  to
redemptions by shareholders,  who, during any 12-month period, redeems less than
8% of the total number of shares held by the  shareholder as of the beginning of
the 12-month period. For the nine months ended September 30, 2000, and September
30, 1999,  EVD received  $1,174,577  and $246,499,  respectively,  in redemption
fees.

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

5 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
nine months ended  September 30, 2000 aggregated  $86,130,626 and  $248,206,205,
respectively,  and for the nine  months  ended  September  30,  1999  aggregated
$3,044,289,816 and $71,055,936, respectively. Purchases and sales of partnership
preference  units  aggregated  $113,469,200 and $362,628,878 for the nine months
ended  September  30, 2000,  and  $899,486,052  and $0 for the nine months ended
September 30, 1999. For the nine months ended  September 30, 2000,  acquisitions
of  other  real  property,   through   purchases  and   contributions,   totaled
$706,381,076. There were no acquisitions of real property other than partnership
preference units for the nine months ended September 30, 1999.

Purchases  and  sales of  partnership  preference  units for the  periods  ended
September 30, 2000 and 1999,  include  amounts  purchased from and sold to other
funds sponsored by Eaton Vance Management.

6 Indirect Investment in Portfolio

Belvedere  Capital's  interest  in the  Portfolio  at  September  30,  2000  was
$9,826,270,245,  representing  53.8%  of  the  Portfolio's  net  assets,  and at
September 30, 1999 was $6,567,348,215, representing 51.5% of the Portfolio's net


                                       14
<PAGE>
assets.  The Fund's  investment  in Belvedere  Capital at September 30, 2000 was
$4,186,403,622,  representing  42.6% of Belvedere  Capital's net assets,  and at
September 30, 1999 was $3,423,024,224, representing 52.1% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the nine months  ended  September  30, 2000  totaled  $70,963,408,  of which
$34,012,453 was allocated to the Fund.  Investment income allocated to Belvedere
Capital from the Portfolio for the nine months ended  September 30, 1999 totaled
$43,288,145,  of which $14,352,614 was allocated to the Fund. Expenses allocated
to Belvedere  Capital from the Portfolio for the nine months ended September 30,
2000  totaled  $28,888,244,  of which  $13,870,896  was  allocated  to the Fund.
Expenses  allocated to Belvedere  Capital from the Portfolio for the nine months
ended September 30, 1999 totaled $16,940,614,  of which $5,454,348 was allocated
to the Fund.  Belvedere  Capital  allocated  additional  expenses to the Fund of
$4,761,808 for the nine months ended September 30, 2000,  representing  $133,165
of  operating  expenses  and  $4,628,643  of  service  fees.  Belvedere  Capital
allocated  additional  expenses  to the Fund of  $1,842,260  for the nine months
ended  September  30,  1999,  representing  $72,296 of  operating  expenses  and
$1,769,964 of service fees (see Note 10).

A summary of the Portfolio's  Statement of Assets and Liabilities,  at September
30, 2000,  December 31, 1999 and September 30, 1999 and its  operations  for the
nine months ended  September 30, 2000,  the year ended December 31, 1999 and the
nine months ended September 30, 1999 follows:

<TABLE>
                                       September 30,          December 31,           September 30,
                                           2000                   1999                    1999
                                    -------------------- ------------------------ ---------------------
<S>                                     <C>                      <C>                   <C>
Investments, at value                   $18,195,602,562          $15,009,514,121       $12,750,511,786
Other Assets                                279,625,633              105,404,490            11,587,842
----------------------------------- -------------------- ------------------------ ---------------------

Total Assets                            $18,475,228,195          $15,114,918,611       $12,762,099,628
Total Liabilities                           215,812,049                  269,652               174,903
----------------------------------- -------------------- ------------------------ ---------------------

Net Assets                              $18,259,416,146          $15,114,648,959       $12,761,924,725
=================================== ==================== ======================== =====================
Dividends and interest                     $135,806,873             $135,795,086           $94,362,172

Investment adviser fee                       53,698,628               51,368,943            36,125,499
Other expenses                                1,603,375                1,599,875             1,022,728

----------------------------------- -------------------- ------------------------ ---------------------
Total expenses                              $55,302,003              $52,968,818           $37,148,227
----------------------------------- -------------------- ------------------------ ---------------------

Net investment income                       $80,504,870              $82,826,268           $57,213,945
Net realized gains                          203,183,788               19,281,587            46,838,127
Net unrealized gains (losses)               787,635,595            1,954,982,313         (205,241,641)

----------------------------------- -------------------- ------------------------ ---------------------
Net increase (decrease) in net
assets from operations                   $1,071,324,253           $2,057,090,168        $(101,189,569)
----------------------------------- -------------------- ------------------------ ---------------------
</TABLE>

7 Rental Property

The average occupancy rate for real property held by Bel Alliance, consisting of
13,833  residential  units,  was  approximately  94% at September 30, 2000.  The
average  occupancy rate for real property held by Bel  Apartment,  consisting of
2,530  residential  units, was approximately 96% at September 30, 2000. The real
property held by BSA,  consisting  of two suburban  office  buildings,  was 100%
occupied at September 30, 2000. The carrying value of real property owned by the
Fund through BSA,  Bel  Alliance and Bel  Apartment at September  30, 2000 is as
follows:


                                       15
<PAGE>

Land                                                               $134,662,027
Buildings, improvements and other depreciable assets                604,635,930
Accumulated depreciation                                            (43,229,285)
                                                                   -------------
Carrying value                                                     $696,068,672
                                                                   -------------

8 Cancelable Interest Rate Swap Agreements

The Fund may enter into  cancelable  interest rate swap agreements in connection
with  its  investments  in  partnership  preference  units  and  the  associated
borrowings. Under such agreements, the Fund has agreed to make periodic payments
at fixed rates in exchange  for  payments at  floating  rates.  The  notional or
contractual  amounts of these  instruments  may not  necessarily  represent  the
amounts  potentially  subject to risk. The  measurement of the risks  associated
with these  investments is meaningful only when  considered in conjunction  with
all related assets,  liabilities  and agreements.  As of September 30, 2000, the
Fund has entered into  cancelable  interest  rate swap  agreements  with Merrill
Lynch  Capital  Services,  Inc.  (MLCS) with  respect to each of its holdings of
partnership  preference  units and the associated  borrowings.  The Fund has the
right to terminate the interest rate swap agreements beginning in the first half
of 2003, at dates  corresponding  approximately to the initial call dates of the
partnership preference units held by the Fund.

<TABLE>
                                                                                       Unrealized        Unrealized
               Notional                                    Initial                    Appreciation      Appreciation
                Amount                                    Optional        Final      (Depreciation)    (Depreciation)
 Effective      (000's         Fixed        Floating     Termination   Termination  At September 30,  At December 31,
   Date        omitted)        Rate           Rate          Date           Date           2000              1999
------------------------------------------------------------------------------------------------------------------------
   <S>      <C>                  <C>          <C>           <C>           <C>               <C>           <C>
   11/98    $   20,645           6.330%    Libor+.45%       2/03          11/05          $          -      $ 1,265,451
   11/98        68,750           6.225%    Libor+.45%       11/03         11/05             3,152,165         4,445,740
   11/98        24,528           6.295%    Libor+.45%       5/03          11/05             1,079,661         1,526,923
   11/98        41,368           6.310%    Libor+.45%       2/03          11/05             1,811,885         2,562,785
   02/99        40,035           6.545%    Libor+.45%       2/03          11/05                     -         2,079,543
   02/99        9,030            6.505%    Libor+.45%       3/03          11/05               333,568           483,072
   02/99        21,996           6.497%    Libor+.45%       4/03          11/05               812,720         1,174,226
   02/99        12,971           6.495%    Libor+.45%       6/03          11/05                     -           688,760
   02/99        20,018           6.439%    Libor+.45%       11/03         11/05               755,203         1,094,309
   02/99       111,000           6.407%    Libor+.45%       2/04          11/05             4,240,741         6,182,680
   04/99        80,000           6.555%    Libor+.45%       4/04          11/05             2,534,156         3,868,250
   04/99        16,468           6.720%    Libor+.45%       2/03          11/05               485,978           731,149
   04/99        4,018            6.716%    Libor+.45%       3/03          11/05                     -           178,049
   04/99        7,845            6.700%    Libor+.45%       4/03          11/05                     -           350,225
   04/99        8,702            6.692%    Libor+.45%       6/03          11/05                     -           387,326
   04/99        12,671           6.618%    Libor+.45%       11/03         11/05               390,998           590,442
   04/99        15,105           6.590%    Libor+.45%       2/04          11/05               469,856           713,143
   07/99        26,516           7.308%    Libor+.45%       11/03         11/05               153,468           420,202
   07/99        40,193           7.301%    Libor+.45%       2/04          11/05               184,913           602,342
   07/99        10,109           7.237%    Libor+.45%       4/04          11/05                60,080           171,715
   07/99       155,000           7.231%    Libor+.45%       7/04          11/05               739,956         2,501,920
   07/99        13,200           7.442%    Libor+.45%       4/03          11/05                     -           174,318
   07/99        5,081            7.349%    Libor+.45%       6/03          11/05                     -            81,759
   09/99        17,674           7.700%    Libor+.45%       2/04          11/05             (171,426)          (45,650)
   09/99        9,833            7.635%    Libor+.45%       7/04          11/05             (103,982)          (23,163)
   09/99        5,062            7.840%    Libor+.45%       6/03          11/05                     -          (20,784)


                                       16
<PAGE>
   09/99        43,000          7.6525%    Libor+.45%       9/04          11/05             (525,049)         (169,629)
   09/99        35,024           7.644%    Libor+.45%       7/04          11/05             (380,934)          (96,962)
   09/99        20,010           7.885%    Libor+.45%       6/03          11/05                     -         (118,788)
   09/99        5,020            7.915%    Libor+.45%       4/03          11/05                     -          (29,122)
   09/99       212,000          7.6224%    Libor+.45%       9/04          11/05           (2,389,599)         (587,812)
   09/99        1,907            7.580%    Libor+.45%       4/04          11/05              (12,520)             3,331
                                                                                    ------------------------------------
Total                                                                                    $ 13,621,838      $ 31,185,750
                                                                                    ------------------------------------
</TABLE>

9 Debt

A  Mortgages--Real  property  held by Bel  Alliance  is financed  through  loans
collateralized  by its  real  estate  assets,  mortgage  loan  deposit  accounts
including all sub-accounts  thereunder,  and an assignment of certain leases and
rents. Balances at September 30, 2000 are as follows:


                                       Annual       Principal and    Balance at
                                      Interest        Interest     September 30,
Maturity Date                           Rate           Payment          2000
-------------                         --------      -------------  -------------
April 1, 2010                          8.560%          $213,139      $27,445,544
January 1, 2028                        7.143%           418,459       60,264,139
July 1, 2009                           7.740%           235,286       32,593,316
April 1, 2010                          8.640%           308,577       39,530,476
April 1, 2010                          8.640%           236,624       30,311,354
April 1, 2010                          8.560%           224,163       28,944,008
April 1, 2010                          8.560%           173,885       22,476,955
May 1, 2009                            7.250%            36,155        5,240,772
February 1, 2009                       7.220%           313,618       45,460,754
February 1, 2009                       7.220%           332,517       48,200,108
July 1, 2009                           7.830%           277,228       38,079,920
                                                --------------- ----------------
                                                     $2,769,651     $378,547,346
                                                =============== ================

Real  property  held by Bel  Apartment  is  financed  through a loan  secured by
cross-collateralized  first mortgage liens on such real property. The balance at
September 30, 2000 is as follows:

                       Annual           Monthly
                      Interest          Interest                  Balance at
Maturity Date           Rate            Payment*               September 30,2000
-------------         --------          --------               -----------------
May 1, 2010            8.330%           $745,323                 $107,369,483

*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 BSA is financed through a loan  collateralized by its real
property.  The  balance at  September  30, 2000 is as  follows:

                                        Monthly
                       Annual         Principal and
                      Interest          Interest                  Balance at
Maturity Date           Rate            Payment**             September 30, 2000
-------------         --------        -------------           ------------------
July 10, 2015          7.180%           $337,500                  $50,190,930

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


                                       17
<PAGE>
The maturities of mortgages for the five years  subsequent to September 30, 2000
are as follows:

Years Ending September 30,                                           Amount
--------------------------                                           ------

2001                                                             $ 3,735,731
2002                                                               4,036,341
2003                                                               4,344,873
2004                                                               5,065,792
2005                                                               5,735,083
Thereafter                                                       513,189,939
                                                                --------------
                                                                $536,107,759

B  Credit  Facility--Belcrest  Capital  has  obtained  a  $1,150,000,000  Credit
Facility  with a term of seven  years  from  Merrill  Lynch  International  Bank
Limited. Belcrest Capital's obligations under the Credit Facility are secured by
a pledge of its  assets,  excluding  the  assets of BSA,  Bel  Alliance  and Bel
Apartment.  Interest on borrowed funds is based on the prevailing LIBOR rate for
the  respective  interest  period  plus a spread  of 0.45% per  annum.  Belcrest
Capital may borrow for interest periods of one month to five years. In addition,
Belcrest  Capital  pays a  commitment  fee at a rate of 0.10%  per  annum on the
unused amount of the loan commitment.  Borrowings under the Credit Facility have
been  used  to  purchase   qualifying  assets,   pay  selling   commissions  and
organizational  expenses,  and to provide for the short-term  liquidity needs of
Belcrest Capital. Additional borrowings under the Credit Facility may be made in
the future for these  purposes.  At  September  30, 2000 and  December  31, 1999
amounts   outstanding  under  the  Credit  Facility  totaled   $994,250,000  and
$1,130,000,000, respectively.

10 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of Eaton Vance Management (EVM) as investment  adviser.
Under the terms of the advisory  agreement  with the  Portfolio,  BMR receives a
monthly fee of 5/96 of 1% (0.625%  annually) of the average  daily net assets of
the Portfolio up to $500,000,000 and at reduced rates as daily net assets exceed
that level.  For the nine months ended September 30, 2000 and September 30, 1999
the advisory fee  applicable to the Portfolio was 0.43%  (annualized)  and 0.45%
(annualized),  respectively,  of  average  daily net  assets  for such  periods.
Belvedere  Capital's  allocated portion of the advisory fee was $28,049,372,  of
which  $13,509,488 was allocated to the Fund for the nine months ended September
30, 2000 and $16,474,285,  of which $5,257,280 was allocated to the Fund for the
nine months ended September 30, 1999. In addition,  Belcrest  Capital pays BMR a
monthly  advisory and  administrative  fee of 1/20 of 1% (0.60% annually) of the
average daily gross investment  assets of Belcrest Capital  (including the value
of all assets of Belcrest  Capital other than Belcrest  Capital's  investment in
BRC, minus the sum of Belcrest  Capital's  liabilities  other than the principal
amount of money borrowed) and BRC pays BMR a monthly management fee at a rate of
1/20th  of 1%  (equivalent  to  0.60%  annually)  of  the  average  daily  gross
investment  assets of BRC  (which  consist of all assets of BRC minus the sum of
BRC's  liabilities  other than the principal amount of money borrowed.  For this
purpose, the assets and liabilities of BRC's controlled subsidiaries are reduced
by the  proportionate  interests  therein of  investors  other than  BRC.).  The
advisory fee payable by the Portfolio in respect of Belcrest  Capital's indirect
investment  in  the  Portfolio  is  credited  toward  The  Fund's  advisory  and
administrative  fee payment.  For the nine months ended  September  30, 2000 and


                                       18
<PAGE>
September  30, 1999 the  advisory and  administrative  fee payable to BMR by the
Fund, less the Fund's  allocated share of the Portfolio's  advisory fee, totaled
$10,173,462 and $3,920,436 respectively.

Eaton Vance  Management (EVM) serves as manager of Belcrest Capital and receives
no separate compensation for services provided in such capacity.

Pursuant to a servicing  agreement between Belvedere Capital and 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  $9,645,180 and $5,476,924 for the nine months ended  September 30, 2000
and September 30, 1999,  respectively,  of which $4,628,643 and $1,769,964,  was
allocated  to  Belcrest  Capital  for  the  respective  periods.  Pursuant  to a
servicing  agreement  between Belcrest Capital and EVD,  Belcrest Capital pays a
servicing fee to 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 nine  months  ended
September  30, 2000 and  September  30, 1999 the  servicing  fee paid or accrued
directly by Belcrest Capital totaled $1,319,977 and $562,877,  respectively.  Of
the amounts  allocated  to and  incurred by the Fund,  for the nine months ended
September 30, 2000,  $2,456,063  was paid to subagents.  No service fee payments
were made to subagents for the period ended September 30, 1999.

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 nine months ended  September  30, 2000 and
September 30, 1999, Belcrest Capital's  distribution fees paid or accrued to EVD
totaled  $2,982,078  and  $1,162,373,  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 nine months ended  September 30, 2000
and September 30, 1999, BMR has waived $2,982,078 and $1,162,373,  respectively,
of the advisory and administrative fee of Belcrest Capital.

Bel  Alliance   indirectly   holds  real  property   through  eleven   operating
partnerships.   Each  operating  partnership  has  entered  into  or  assumed  a
management agreement with Alliance Residential Management,  LLC, an affiliate of
the Alliance  minority  shareholder  (Note 1B), for periods ranging from 3 to 10
years.  If neither BRC nor the  Alliance  minority  shareholder  gives notice to
terminate,  the agreement automatically renews from year to year. The management
agreements provide for a management fee in the amount of 4% of gross collections
and allows for  reimbursement to the manager for all direct expenses incurred by
the  manager  for  managing  the Bel  Alliance  properties.  For the period from
inception,  March 17, 2000,  though  September  30, 2000,  Bel Alliance  paid or
accrued management fees to Alliance  Residential  Management,  LLC, amounting to
$1,815,493.

Equity  Residential  Properties  Management Corp. (ERPM) an affiliate of the Bel
Apartment  minority  holder,  provides day to day  management  of Bel  Apartment
pursuant to a management  agreement  which  expires June 30, 2010 (Note 1B). The


                                       19
<PAGE>
management  agreement provides for a management fee in the amount of 4% of gross
collections and allows for reimbursement to ERPM of payroll expenses incurred by
ERPM. For the period from  inception,  June 30, 2000, to September 30, 2000, Bel
Apartment paid or accrued management fees and payroll expenses to ERPM amounting
to $212,041 and $523,597, respectively.





                                       20
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Increases  and  decreases  in Belcrest  Capital's  net asset value per share are
derived from net investment income, and realized and unrealized gains and losses
on Belcrest  Capital's  interest (through  Belvedere  Capital) in the Portfolio,
real estate  investments held through BRC and any direct investments of Belcrest
Capital. Expenses of Belcrest Capital include its pro-rata share of the expenses
of Belvedere  Capital,  and indirectly the Portfolio,  as well as the actual and
accrued  expenses of Belcrest Capital and BRC,  including its subsidiaries  BSA,
Bel Alliance and Bel Apartment.  Belcrest Capital's most significant  expense is
interest  incurred on  borrowings  incurred in  connection  with its real estate
investments.  Belcrest  Capital's  realized and  unrealized  gains and losses on
investments  are based on its  allocated  share of the realized  and  unrealized
gains and losses of Belvedere Capital, and indirectly, the Portfolio, as well as
realized and  unrealized  gains and losses on investments in real estate through
BRC. The realized and unrealized  gains and losses on investments  have the most
significant  impact on Belcrest  Capital's  net asset value per share and result
from sales of such  investments  and  changes  in their  underlying  value.  The
investments of the Portfolio  consist primarily of common stocks of domestic and
foreign  growth  companies  that  are  considered  to be  high  in  quality  and
attractive  in their  long-term  investment  prospects.  Because the  securities
holdings  of the  Portfolio  are broadly  diversified,  the  performance  of the
Portfolio  cannot  be  attributed  to one  particular  stock  or one  particular
industry or market sector. The performance of the Portfolio and Belcrest Capital
are  substantially  influenced by the overall  performance  of the United States
stock market, as well as by the relative  performance  versus the overall market
of specific stocks and classes of stocks in which the Portfolio  maintains large
positions.  The Portfolio is registered as a diversified  management  investment
company under the Investment Company Act of 1940, as amended,  and makes filings
with the Securities and Exchange  Commission that include  information about its
investment  holdings.  Through the impact of interest  rates on the valuation of
Belcrest Capital's  investments in Partnership  Preference Units through BRC and
its  positions in interest rate swap  agreements,  the  performance  of Belcrest
Capital is also  affected by  movements  in interest  rates,  and  particularly,
changes in credit spread relationships.  On a combined basis, Belcrest Capital's
Partnership  Preference Units and interest rate swaps generally decline in value
when credit  spreads widen (as fixed income markets grow more  risk-averse)  and
generally increase in value when credit spreads tighten.

Results of  Operations  for the Quarter  ended  September  30, 2000 and the Nine
Months Ended September 30, 2000

The  Fund  achieved  total  return  performance  of 2.2% for the  quarter  ended
September  30,  2000.  This return  reflects an increase in the Fund's net asset
value per share  from  $124.68  to  $127.47.  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 -1.0% over the same period.  The
Fund had a total return of -8.4% for the quarter ended September 30, 1999.

During the third quarter of 2000, U.S. equity market leadership was concentrated
in defensive sectors such as utilities,  financial  services,  aerospace/defense
and   energy.   Stocks   viewed  as   particularly   vulnerable   to  a  slowing
economy--including most retail and basic industries stocks--were generally weak.
Technology  stocks were also generally  weak, as a number of leading  technology
companies  reported  slowdowns or  disappointment  in their business results and


                                       21
<PAGE>
investors became more sensitized to valuation and risk considerations.  A number
of  speculative  technology and  Internet-related  stocks saw their stock prices
plunge  during the third  quarter.  In this more cautious  environment  the Fund
benefited from Tax-Managed  Growth  Portfolio's  valuation-sensitive  investment
approach  and broad  diversification.  In the fixed  income  markets,  the third
quarter saw declining  interest rates on benchmark  long-term  government bonds.
Spreads  versus  Treasuries  for  long-term  corporate  bonds widened to reflect
credit concerns in a weakening economy. Real estate fixed income securities were
relatively strong performers. The performance of the Fund during the quarter was
favorably  impacted  by changes in  valuation  of its  holdings  of real  estate
partnership preference units.

The Fund  achieved  total return  performance  of 7.3% for the nine months ended
September  30,  2000.  This return  reflects an increase in the Fund's net asset
value per share  from  $118.78  to  $127.47.  For  comparison,  the S&P 500,  an
unmanaged index of large capitalization  stocks commonly used as a benchmark for
U.S.  stocks,  had a total return of -1.4% over the same period.  The Fund had a
total return of -0.1% for the nine months ended September 30, 1999.

During the nine months ended  September 30, 2000,  the U.S.  equity markets were
lead by health care,  financial  services,  utilities and energy  stocks.  Value
stocks outperformed growth stocks.  Retail stocks and basic industry stocks were
hurt by increased concerns about a slowing economy. After a very strong start to
the year,  technology  stocks generally turned weaker.  Particularly  during the
third  quarter,  a number of  leading  technology  companies  reported  business
slowdowns or disclosed  reduced  expectations for future growth. As the year has
progressed,  stock  investors  have become more risk  averse.  A large number of
speculative technology and Internet-related  stocks saw plunging stock prices in
the  second  and third  quarters.  In this more  cautious  environment  the Fund
benefited from Tax-Managed  Growth  Portfolio's  valuation-sensitive  investment
approach and broad diversification.

In the fixed  income  markets,  the  first  nine  months  of 2000 saw  declining
interest  rates on benchmark  long-term  government  bonds.  Credit  spreads for
corporate issues widened  appreciably to reflect increased concerns about credit
issues in a weakening  economy.  Real estate fixed income securities were strong
performers compared to fixed income issues in general. The Fund's investments in
real  estate  partnership  preference  units  and  associated  borrowings  had a
positive impact on the Fund's performance during the first nine months of 2000.

Liquidity and Capital Resources

As of September 30, 2000, Belcrest Capital had outstanding borrowings of $994.25
million under the Credit Facility  established with Merrill Lynch  International
Bank  Limited,  the term of which  extends  until  November 24,  2005.  Belcrest
Capital has available under the Credit  Facility  $155.75 million in unused loan
commitments to meet short-term liquidity needs and for other purposes.

Belcrest  Capital  may redeem  shares of  Belvedere  Capital  at any time.  Both
Belvedere  Capital and the  Portfolio  follow the  practice of normally  meeting
redemptions  by  distributing  securities  drawn from the  Portfolio.  Belvedere
Capital and the Portfolio may also meet redemptions by distributing  cash. As of
September 30, 2000, the Portfolio had cash and short-term  investments  totaling
$767.6  million.  The  Portfolio  participates  in  a  $150  million  multi-fund
unsecured  line of credit  agreement  with a group of banks.  The  Portfolio may


                                       22
<PAGE>
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 September 30, 2000, and, as
of that date,  the net assets of the Portfolio  totaled  $18,259.4  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 September  30, 2000,
restricted  securities,  which are considered illiquid,  constituted 2.3% of the
net assets of the Portfolio.

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

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  illiquid.  The lease and mortgage  structures  of BSA's office
properties limit the pool of potential  acquirors of these assets, and it is not
anticipated that these properties will be widely marketable until the expiration
of both the current  lease and that lease's  renewal  options  (which  expire in
2027).  BRC's  investment  in Bel  Alliance  and  Bel  Apartment  similarly  are
considered  illiquid,  and have been structured as an investment of at least ten
years (until 2010), at which time a buy/sell  mechanism offers liquidity to both
BRC and its 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.


Item 3. Quantitative and Qualitative Disclosures About Market Risks

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

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

In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities


                                       23
<PAGE>
price declines and currency movements to enhance returns.  Such transactions may
include,  without  limitation,  the  purchase  and sale of stock  index  futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  Belcrest Capital utilizes  interest rate swap agreements to fix the
cost of its  borrowings  over the term of the Credit  Facility.  In the  future,
Belcrest Capital may use other interest rate hedging arrangements (such as caps,
floors and collars) to fix or limit borrowing costs. The use of these investment
techniques is a specialized  activity  that may be  considered  speculative  and
which can expose Belcrest Capital and the Portfolio to significant risk of loss.
Successful  use of these  investment  techniques  is subject to the  ability and
performance of the investment  adviser.  Belcrest  Capital's and the Portfolio's
ability to meet their investment objectives may be adversely affected by the use
of these  techniques.  The writer of an option or a party to an equity  swap may
incur losses that  substantially  exceed the payments,  if any,  received from a
counterparty.  Swaps, caps,  floors,  collars and  over-the-counter  options are
private  contracts  in  which  there  is also a risk of loss in the  event  of a
default on an obligation to pay by the  counterparty.  Such  instruments  may be
difficult  to  value,  may be  illiquid  and may be  subject  to wide  swings in
valuation  caused by changes  in the price of the  underlying  security,  index,
instrument or currency.  In addition,  if Belcrest  Capital or the Portfolio has
insufficient cash to meet margin, collateral or settlement requirements,  it may
have to sell assets to meet such  requirements.  Alternatively,  should Belcrest
Capital or the Portfolio fail to meet these  requirements,  the  counterparty or
broker  may  liquidate  positions  of  Belcrest  Capital or the  Portfolio.  The
Portfolio may also have to sell or deliver securities holdings in the event that
it is not able to  purchase  securities  on the open  market  to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

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

Although  intended  to add to  returns,  the  borrowing  of  funds  to  purchase
Partnership  Preference  Units through BRC exposes  Belcrest Capital to the risk
that the returns achieved on the Partnership Preference Units will be lower than


                                       24
<PAGE>
the cost of  borrowing  to  purchase  such  assets  and that the  leveraging  of
Belcrest  Capital to buy such assets will  therefore  diminish the returns to be
achieved by Belcrest  Capital as a whole. In addition,  there is a risk that the
availability  of financing will be  interrupted  at some future time,  requiring
Belcrest  Capital to sell assets to repay  outstanding  borrowings  or a portion
thereof. It may be necessary to make such sales at unfavorable prices.  Belcrest
Capital's  obligations  under the Credit Facility and mortgages are secured by a
pledge of its  assets.  In the event of  default,  a lender  could elect to sell
assets of Belcrest  Capital  without regard to  consequences  of such action for
shareholders.  The rights of a lender to receive  payments  of  interest  on and
repayments   of  principal  of  borrowings  is  senior  to  the  rights  of  the
shareholders.  Under the terms of the Credit  Facility,  Belcrest Capital is not
permitted to make distributions of cash or securities while there is outstanding
an event of default under the Credit  Facility.  During such  periods,  Belcrest
Capital  would  not  be  able  to  honor   redemption   requests  or  make  cash
distributions.

The Partnership Preference Units held by Belcrest Capital through its investment
in  BRC  are  subject  to  restrictions  on  transfer,  including,  among  other
restrictions,  limitations on the manner of resale and the requirement  that the
general  partner of the issuer  consent to transfers.  In addition,  there is no
active  secondary  market for any Partnership  Preference  Units that BRC holds.
Accordingly, BRC's investments in Partnership Preference Units are illiquid. The
success of BRC's investments in Partnership  Preference Units depends in part on
many factors  related to the real estate market and to the issuing  partnerships
that may  affect  such  partnerships'  profitability  and their  ability to make
distributions to holders of Partnership Preference Units. These factors include,
without  limitation,  general  economic  conditions,  the  supply and demand for
different types of real properties,  the financial health of tenants, the timing
of  lease  expirations  and  terminations,  fluctuations  in  rental  rates  and
operating costs,  exposure to adverse  environmental  conditions and losses from
casualty or condemnation,  interest rates, availability of financing, managerial
performance,  government rules and regulations,  and acts of God. Although BRC's
investments in Partnership Preference Units are, to some degree,  insulated from
risk by virtue of their senior  position  relative to other equity  interests in
the issuing partnerships and by their diversification across a range of property
types and geographic  regions,  the  above-referenced  factors can substantially
affect the value and  marketability  of such investments over time. There can be
no assurance that the  investments in  Partnership  Preference  Units will be an
economic success.

The valuations of Partnership  Preference Units held by Belcrest Capital through
its  investment  in BRC  fluctuate  over time to reflect,  among other  factors,
changes in interest  rates,  changes in the  perceived  riskiness  of such units
(including  call risk),  changes in the  perceived  riskiness of  comparable  or
similar  securities  trading in the public market and the  relationship  between
supply and demand for  comparable  or similar  securities  trading in the public
market.  Increases in interest rates and increases in the perceived riskiness of
such  units or  comparable  or  similar  securities  will  adversely  affect the
valuation of the  Partnership  Preference  Units.  As described in Note 7 to the
Fund's  consolidated  financial  statements,  the Fund has entered into interest
rate swap  contracts to hedge  interest rate risks.  Fluctuation in the value of
Partnership  Preference Units derived from changes in general interest rates can
be expected to be offset in part (but not  entirely)  by changes in the value of
interest  rate swap  agreements or other  interest  rate hedges  entered into by
Belcrest  Capital  with  respect to its  borrowings  under the Credit  Facility.
Fluctuations  in the value of  Partnership  Preference  Units derived from other
factors besides general interest rate movements  (including  issuer-specific and
sector-specific   credit   concerns   and  changes  in   interest   rate  spread
relationships)  will not be offset by changes in the value of interest rate swap
agreements  or other  interest  rate hedges  entered  into by Belcrest  Capital.
Changes  in the  valuation  of the  Partnership  Preference  Units not offset by


                                       25
<PAGE>
changes in the valuation of interest rate swap agreements or other interest rate
hedges entered into by Belcrest  Capital will cause the  performance of Belcrest
Capital to deviate from the performance of the Portfolio.

While Belcrest Capital's manager intends that BRC's investments in Bel Alliance,
Bel Apartment and BSA will reduce  overall  portfolio  risk and  volatility  and
contribute to returns over time,  these  investments  expose Belcrest Capital to
certain  additional  risks as well.  In the case of BSA,  the risks  include the
possible  deterioration  in the credit  quality of its  buildings'  tenant,  the
timing of this tenant's lease expiration and potential  changes in the submarket
in  which  its  buildings  are  located.  In the  case of Bel  Alliance  and Bel
Apartment  (collectively,  the  Residential  REITs),  the  performance  of BRC's
investment may be influenced by decisions which  Residential  REITs'  respective
minority  shareholders  may make on behalf of Residential  REITs,  and potential
changes in the submarkets in which Residential REITs' buildings are located. The
debt of Bel  Alliance,  Bel  Apartment  and BSA is  fixed-rate,  secured  by the
underlying  properties  and with limited  recourse to BRC.  However,  changes in
interest rates, the availability of financing and other financial conditions can
have a material  impact on property  values and  therefore on the value of BRC's
equity  interests.  Other  factors  bearing  on the value of BRC's  real  estate
investments,  include,  without  limitation,  general economic  conditions,  the
supply and demand of comparable  real  properties,  fluctuations in rental rates
and operating  costs,  exposure to adverse  environmental  conditions and losses
from casualty or condemnation,  government  rules and  regulations,  and acts of
God.  There can be no assurance  that BRC's real estate  investments  will be an
economic success.

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





                                       26
<PAGE>
PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material  pending legal  proceedings  to which the Fund or BRC is a
party or to which their assets are subject.

Item 2. Changes in Securities and Use of Proceeds.

     None.

Item 3. Defaults Upon Senior Securities.

     None.

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

     None.

Item 5. Other Information.

     None.

Item 6. Exhibits and Reports on Form 8-K:

     (a) Exhibits
     21 List of Subsidiaries
     27 Financial Data Schedules

     (b) Reports on Form 8-K
     None.






                                       27
<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 November 14, 2000.

                                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




                                       28
<PAGE>
                                  EXHIBIT INDEX

21   List of Subsidiaries
27   Financial Data Schedules







                                       29