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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2002
                          Commission File No. 000-25767


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


       Massachusetts                                   04-3404037
  -----------------------                 ------------------------------------
  (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>

                             Belair 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
          June 30, 2002 (Unaudited) and December 31, 2001                    3

          Consolidated Statements of Operations (Unaudited) for the
          Three Months Ended June 30, 2002 and 2001 and for the Six
          Months Ended June 30, 2002 and 2001                                4

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

          Consolidated Statements of Cash Flows (Unaudited) for the
          Six Months Ended June 30, 2002 and 2001                            7

          Financial Highlights (Unaudited) for the Six Months Ended
          June 30, 2002                                                      9

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

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        15

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                 16

Item 2.   Changes in Securities and Use of Proceeds                         16

Item 3.   Defaults Upon Senior Securities                                   16

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

Item 5.   Other Information                                                 16

Item 6.   Exhibits and Reports                                              16


SIGNATURES                                                                  17

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

BELAIR CAPITAL FUND LLC
Consolidated Statements of Assets and Liabilities

                                                   June 30,
                                                     2002          December 31,
                                                 (Unaudited)           2001
                                                --------------    --------------
Assets:
 Investment in Belvedere Capital Fund
  Company LLC                                   $1,578,920,235    $1,820,021,041
 Investment in Partnership Preference Units        397,035,483       376,475,922
 Investment in other real estate                   156,340,000       327,945,162
 Short-term investments                                 -              4,559,775
                                                --------------    --------------
Total Investments                               $2,132,295,718    $2,529,001,900
 Cash                                                2,667,977         6,540,394
 Escrow deposits - restricted                        1,442,792         4,637,336
 Interest and dividends receivable                   7,719,210         2,547,069
 Other assets                                        1,442,053         2,409,881
                                                --------------    --------------
Total assets                                    $2,145,567,750    $2,545,136,580
                                                --------------    --------------

Liabilities:
 Loan payable on Credit Facility                $  543,769,000    $  558,769,000
 Mortgages payable                                 112,630,517       228,480,517
 Open interest rate swap contracts, at value        27,737,207        29,867,703
 Swap interest payable                               4,624,253         4,394,148
 Security deposits                                     427,871           878,199
 Accrued expenses:
  Interest expense                                   2,752,561         3,717,765
  Property taxes                                       879,669         2,053,094
  Other expenses and liabilities                       789,796         1,988,505
 Minority interests in controlled subsidiaries      12,467,016        27,349,823
                                                --------------    --------------
Total liabilities                               $  706,077,890    $  857,498,754
                                                --------------    --------------
Net assets                                      $1,439,489,860    $1,687,637,826
                                                --------------    --------------

Shareholders' Capital                           --------------    --------------
 Shareholders' capital                          $1,439,489,860    $1,687,637,826
                                                --------------    --------------

Shares Outstanding                                  13,975,989        14,376,567
                                                --------------    --------------

Net Asset Value and Redemption Price Per Share         $103.00           $117.39
                                                --------------    --------------


                 See notes to consolidated financial statements

                                       3
<PAGE>

BELAIR CAPITAL FUND LLC
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                    Three Months        Three Months        Six Months        Six Months
                                                       Ended               Ended              Ended             Ended
                                                      June 30,            June 30,           June 30,          June 30,
                                                        2002                2001               2002              2001
                                                    ------------        ------------       ------------      ------------
<S>                                                 <C>                 <C>                <C>               <C>
Investment Income:
 Dividends allocated from Belvedere Capital
  (net of foreign taxes of $94,275, $31,173,
  $119,279 and $61,493, respectively)               $ 5,276,280         $ 4,670,963        $ 9,920,640        $ 9,405,546
 Interest allocated from Belvedere Capital              124,003             253,126            279,142          1,105,040
 Expenses allocated from Belvedere Capital           (2,576,957)         (2,959,093)        (5,263,169)        (6,026,592)
                                                    ------------        ------------       ------------       ------------
 Net investment income allocated from
  Belvedere Capital                                 $ 2,823,326         $ 1,964,996        $ 4,936,613        $ 4,483,994
 Dividends from Partnership Preference Units          9,400,673           3,824,112         18,137,848         14,957,328
 Rental income                                        7,626,858           8,438,058         19,134,774         14,417,923
 Interest                                                32,686             128,241             66,832            301,235
                                                    ------------        ------------       ------------      -------------
Total investment income                             $19,883,543         $14,355,407        $42,276,067        $34,160,480
                                                    ------------        ------------       ------------       ------------

Expenses:
 Investment advisory and administrative fees        $ 1,526,847         $ 1,775,246        $ 3,160,169        $ 3,513,958
 Property management fees                               307,859             338,301            771,106            577,142
 Servicing fees                                         148,286             188,945            316,379            389,063
 Interest expense on Credit Facility                  3,324,638           8,614,967          6,715,232         18,984,326
 Interest expense on mortgages                        3,045,319           3,234,769          7,409,054          5,620,880
 Interest expense on swap contracts                   7,526,723           2,804,879         14,887,050          3,540,740
 Property and maintenance expenses                    1,928,651           2,073,858          4,540,126          3,536,915
 Property taxes and insurance                           904,025             908,140          2,352,995          1,493,884
 Amortization of deferred expenses                       27,365              18,780             54,429             54,429
 Miscellaneous                                          132,364             466,144            404,510            826,247
                                                    ------------        ------------       ------------       ------------
Total expenses                                      $18,872,077         $20,424,029        $40,611,050        $38,537,584
                                                    ------------        ------------       ------------       ------------
Net investment income (loss) before minority
 interests in net income of controlled
 subsidiaries                                       $ 1,011,466         $(6,068,622)       $ 1,665,017        $(4,377,104)
Minority interests in net income of controlled
 subsidiaries                                          (353,710)           (492,625)        (1,014,662)          (827,339)
                                                    ------------        ------------       ------------       ------------
Net investment income (loss)                        $   657,756         $(6,561,247)       $   650,355        $(5,204,443)
                                                    ------------        ------------       ------------       ------------
</TABLE>


                 See notes to consolidated financial statements

                                       4
<PAGE>


BELAIR CAPITAL FUND LLC
Consolidated Statements of Operations
(Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                    Three Months        Three Months        Six Months        Six Months
                                                       Ended               Ended              Ended             Ended
                                                      June 30,            June 30,           June 30,          June 30,
                                                        2002                2001               2002              2001
                                                   --------------      --------------     --------------    --------------
<S>                                                <C>                 <C>                <C>               <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere
  Capital (identified cost basis)                  $(129,614,629)      $ (7,301,594)      $(140,883,693)    $  (1,257,901)
 Investment transactions in Partnership
  Preference Units (identified cost basis)                      -                  -           (614,855)       (1,142,610)
 Investment transactions in other real estate
  investments                                         (9,540,011)                  -         (9,540,011)
                                                   --------------      -------------      --------------    --------------
Net realized loss                                  $(139,154,640)      $ (7,301,594)      $(151,038,559)    $  (2,400,511)
Change in unrealized appreciation (depreciation) -
 Investment in Belvedere Capital
  (identified cost basis)                          $ (83,763,480)      $110,600,345       $ (61,358,538)    $(144,544,220)
 Investments in Partnership Preference
  Units (identified cost basis)                       11,429,104         12,236,705           9,393,932        44,783,843
 Investment in other real estate investments
  (net of minority interests in unrealized gain
  (loss) of controlled subsidiaries of $(683,217),
  $491,248, $(214,303) and $491,248, respectively)    (2,235,555)        (2,187,232)         (2,704,469)       (2,187,232)
 Interest rate swap contracts                         (5,388,714)         4,461,941           2,130,496        (9,706,268)
                                                   --------------      -------------      --------------    --------------
Net change in unrealized appreciation
 (depreciation)                                    $ (79,958,645)      $125,111,759       $ (52,538,579)    $(111,653,877)
                                                   --------------      -------------      --------------    --------------
Net realized and unrealized gain (loss)            $(219,113,285)      $117,810,165       $(203,577,138)    $(114,054,388)
                                                   --------------      -------------      --------------    --------------
Net increase (decrease) in net assets from
 operations                                        $(218,455,529)      $111,248,918       $(202,926,783)    $(119.258,831)
                                                   ==============      =============      ==============    ==============
</TABLE>


                 See notes to consolidated financial statements

                                       5
<PAGE>



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

                                               Six Months          Six Months
                                                  Ended               Ended
                                              June 30, 2002       June 30, 2001
                                             ---------------     ---------------
Increase (Decrease) in Net Assets:
 Net investment income (loss)                $      650,355      $   (5,204,443)
 Net realized loss on investment transactions  (151,038,559)         (2,400,511)
 Net change in unrealized appreciation
  (depreciation) of investments                 (52,538,579)       (111,653,877)
                                             ---------------     ---------------
Net decrease in net assets from operations   $ (202,926,783)     $ (119,258,831)
                                             ---------------     ---------------

Transactions in Fund Shares -
 Net asset value of Fund Shares redeemed     $  (45,221,183)     $  (51,286,054)
                                             ---------------     ---------------
Net decrease in net assets from Fund Share
 transactions                                $  (45,221,183)     $  (51,286,054)
                                             ---------------     ---------------

Net decrease in net assets                   $ (248,147,966)     $ (170,544,885)

Net assets:
 At beginning of period                      $1,687,637,826      $2,010,997,840
                                             ---------------     ---------------
 At end of period                            $1,439,489,860      $1,840,452,955
                                             ===============     ===============


                 See notes to consolidated financial statements

                                       6
<PAGE>

BELAIR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Six Months         Six Months
                                                                                              Ended              Ended
                                                                                            June 30,           June 30,
                                                                                              2002               2001
                                                                                          -------------      -------------
<S>                                                                                       <C>                <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                              $    650,355       $ (5,204,443)
Adjustments to reconcile net investment income (loss) to
 net cash flows from (for) operating activities-
  Amortization of debt issuance costs                                                          105,576             87,104
  Amortization of deferred expenses                                                             54,429             54,429
  Net investment income allocated from Belvedere Capital                                    (4,936,613)        (4,483,994)
  (Increase) decrease in interest and dividends receivable                                  (5,172,141)         7,873,443
  Increase in escrow deposits                                                                   (5,390)          (317,545)
  Increase in other assets                                                                    (237,693)          (928,173)
  Increase in interest payable for open swap contracts                                         230,105          2,772,919
  Increase (decrease) in accrued property taxes                                               (532,664)         1,199,807
  Decrease in security deposits, accrued interest and other
   accrued expenses and liabilities                                                            (33,954)        (5,239,147)
  Improvements to rental property                                                             (747,548)          (868,093)
  (Purchases) sales of investments in other real estate investments                         32,965,765        (41,261,497)
  Cash assumed (decrease in cash) in connection with purchase (sale) of
   majority interest in controlled subsidiary                                               (2,429,734)         1,745,868
  Purchases of Partnership Preference Units                                                (30,488,829)        (9,386,616)
  Sales of Partnership Preference Units                                                     18,708,345          9,386,616
  Net (increase) decrease in investment in Belvedere Capital                                 1,864,615         (9,529,159)
  Decrease in minority interest                                                                (52,500)           (52,500)
  (Increase) decrease in short-term investments                                              4,559,775         (3,303,993)
  Minority interests in net income of controlled subsidiaries                                1,014,662            827,339
                                                                                          -------------      -------------
Net cash flows from (for) operating activities                                            $ 15,516,561       $(56,627,635)
Cash Flows From (For) Financing Activities -
 Proceeds from (repayment of) Credit Facility                                             $(15,000,000)      $ 20,000,000
 Payments for Fund Shares redeemed                                                          (3,290,609)        (4,338,741)
 Distributions paid to minority shareholders                                                (1,098,369)          (905,361)
                                                                                          -------------      -------------
Net cash flows from (for) financing activities                                            $(19,388,978)      $ 14,755,898

Net decrease in cash                                                                      $ (3,872,417)      $(41,871,737)

Cash at beginning of period                                                               $  6,540,394       $ 46,875,064
                                                                                          -------------      -------------
Cash at end of period                                                                     $  2,667,977       $  5,003,327
                                                                                          =============      =============
</TABLE>


                See notes to consolidated financial statements

                                       7
<PAGE>

BELAIR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                         Six Months            Six Months
                                                                                           Ended                 Ended
                                                                                        June 30, 2002         June 30, 2001
                                                                                        -------------         -------------
<S>                                                                                     <C>                   <C>
Supplemental Disclosure of Non-cash Investing and Financing Activities-
 Change in unrealized appreciation (depreciation) of investments and
  open swap contracts                                                                   $(52,538,579)         $(111,653,877)
 Interest paid for loan-Credit Facility                                                 $  6,957,413          $  21,159,340
 Interest paid for swap contracts                                                       $ 14,656,945          $     767,821
 Interest paid for mortgages                                                            $  7,303,478          $   4,880,672
 Market value of securities distributed in payment of redemptions                       $ 41,930,574          $  43,327,870
 Market value of real property and other assets, net of current
  liabilities, contributed to Katahdin                                                  $          -          $ 170,124,083
 Mortgage assumed in conjunction with acquisition of real estate
  investment in Katahdin                                                                $          -          $ 115,850,000
 Market value of real property and other assets, net of current
  liabilities, disposed of in conjunction with sale of real estate
  investment in Katahdin                                                                $169,610,451          $           -
 Mortgage disposed of in conjunction with sale of real estate
  investment in Katahdin                                                                $115,850,000          $           -
</TABLE>


                 See notes to consolidated financial statements

                                       8
<PAGE>

BELAIR CAPITAL FUND LLC as of June 30, 2002
Consolidated Financial Statements  (Continued)

Financial Highlights (Unaudited)

For the Six Months Ended June 30, 2002
--------------------------------------------------------------------------------
Net asset value - Beginning of period                               $  117.390
--------------------------------------------------------------------------------

Income (loss) from operations
--------------------------------------------------------------------------------
Net investment incom (5)                                            $    0.046
Net realized and unrealized loss                                       (14.436)
--------------------------------------------------------------------------------
Total loss from operations                                          $  (14.390)
--------------------------------------------------------------------------------

Net asset value - End of period                                     $  103.000
--------------------------------------------------------------------------------

Total Return(1)                                                         (12.26)%
--------------------------------------------------------------------------------

                                                   As a            As a
                                                   Percentage      Percentage of
                                                   of Average      Average Gross
Ratios                                             Net Assets(4)   Assets(2)(4)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
 Interest and other borrowing costs(3)               0.69%(8)       0.48%(8)
 Operating expenses(3)                               0.72%(8)       0.50%(8)
Belair Capital Fund LLC Expenses
 Interest and other borrowing costs(6)               2.69%(8)       1.88%(8)
 Investment advisory and administrative fees,
  Servicing fees and other Fund operating
  expenses(6)(7)                                     1.13%(8)       0.79%(8)
                                                   -----------------------------
Total expenses                                       5.23%(8)       3.65%(8)

Net investment income                                0.08%(8)       0.06%(8)
--------------------------------------------------------------------------------

Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                       $1,439,490
Portfolio Turnover of Tax-Managed Growth Portfolio                      13%
--------------------------------------------------------------------------------

(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.

(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belair  Capital Fund LLC (not  including  its  investment in Belair Real
     Estate  Corporation  (BREC))  plus all assets of BREC minus the sum of each
     entities'  liabilities  other than the principal  amount of money borrowed.
     For  this  purpose,   the  assets  and  liabilities  of  BREC's  controlled
     subsidiaries  are  reduced  by  the  proportionate   interests  therein  of
     investors other than BREC.

(3)  Ratio  includes  BREC's  proportional  share of  expenses  incurred  by its
     majority-owned subsidiaries.

(4)  For the purpose of  calculating  ratios,  the income and expenses of BREC's
     controlled  subsidiaries are reduced by the proportionate interests therein
     of investors other than BREC.

(5)  Calculated using average shares outstanding.

(6)  Ratio  includes the expenses of Belair Capital Fund LLC and BREC, for which
     Belair  Capital Fund LLC owns 100% of the  outstanding  common  stock.  The
     ratio does not include expenses of other real estate subsidiaries.

(7)  Ratio  includes  Belair  Capital  Fund LLC's share of  Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.

(8)  Annualized.


                 See notes to consolidated financial statements

                                       9
<PAGE>

BELAIR CAPITAL FUND LLC as of June 30, 2002
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1    Basis of Presentation

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

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

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

2    Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the  six  months  ended  June  30,  2002
aggregated  $69,951,562 and $113,746,750,  respectively,  and for the six months
ended June 30, 2001 aggregated $68,831,528 and $102,630,239, respectively.

Purchases and sales of Partnership  Preference Units aggregated  $30,488,829 and
$18,708,345 respectively,  for the six months ended June 30, 2002 and $9,386,616
and  $9,386,616,  respectively,  for the six months ended June 30, 2001. For the
six months  ended June 30,  2002,  acquisitions  and sales of other real  estate
investments  aggregated  $0 and  $32,965,765,  respectively.  For the six months
ended June 30,  2001,  acquisitions  and sales of other real estate  investments
aggregated $41,261,497 and $0, respectively.

During the six months ended June 30, 2002, Belair Real Estate Corporation (BREC)
sold its majority  interest in Katahdin Property Trust LLC (Katahdin) to another
fund sponsored by Eaton Vance Management (EVM).

Purchases of Partnership  Preference  Units during the six months ended June 30,
2002 and  purchases  and sales of  Partnership  Preference  Units during the six
months ended June 30, 2001  represent  amounts  purchased from and sold to other
funds  sponsored by EVM.  Sales of Partnership  Preference  Units during the six
months ended June 30, 2002 include  amounts sold to other funds sponsored by EVM
for which a loss of $775,295 was recognized.

3    Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
June 30,  2002 was  $9,414,074,868  representing  57.0% of the  Portfolio's  net

                                       10
<PAGE>

assets  and at June  30,  2001  was  $9,970,047,835  representing  54.6%  of the
Portfolio's net assets.  The Fund's  investment in Belvedere Capital at June 30,
2002 was $1,578,920,235 representing 16.8% of Belvedere Capital's net assets and
at June 30, 2001 was  $1,957,678,301,  representing 19.6% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for  the  six  months  ended  June  30,  2002  totaled  $59,178,086,   of  which
$10,199,782, was allocated to the Fund. Investment income allocated to Belvedere
Capital  from the  Portfolio  for the six  months  ended June 30,  2001  totaled
$50,467,696,  of which $10,510,586 was allocated to the Fund. Expenses allocated
to Belvedere  Capital from the  Portfolio for the six months ended June 30, 2002
totaled  $22,716,704,  of which  $3,923,271 was allocated to the Fund.  Expenses
allocated to Belvedere  Capital from the Portfolio for the six months ended June
30, 2001 totaled  $21,587,638,  of which  $4,485,806  was allocated to the Fund.
Belvedere  Capital allocated  additional  expenses to the Fund of $1,339,898 for
the six months ended June 30, 2002,  representing  $32,944 of operating expenses
and $1,306,954 of service fees.  Belvedere Capital allocated additional expenses
to the Fund of $1,540,786  for the six months ended June 30, 2001,  representing
$35,411 of operating expenses and $1,505,375 of service fees.

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


                               June 30,        December 31,        June 30,
                                 2002              2001              2001
                            ---------------   ---------------   ----------------
Investments, at value       $16,438,266,069   $18,312,992,768   $18,239,311,489
Other Assets                    258,245,026        23,229,223        19,932,030
--------------------------------------------------------------------------------
Total Assets                $16,696,511,095   $18,336,221,991   $18,259,243,519
Total Liabilities               171,302,142           357,011           463,366
--------------------------------------------------------------------------------
Net Assets                  $16,525,208,953   $18,335,864,980   $18,258,780,153
================================================================================
Dividends and interest      $   104,789,317   $   192,367,081   $    93,075,546
--------------------------------------------------------------------------------
Investment adviser fee      $    38,983,369   $    76,812,367   $    38,822,203
Other expenses                    1,249,484         2,161,015           959,382
--------------------------------------------------------------------------------
Total expenses              $    40,232,853   $    78,973,382   $    39,781,585
--------------------------------------------------------------------------------
Net investment income       $    64,556,464   $   113,393,699   $    53,293,961
Net realized losses            (198,388,599)     (360,120,300)      (12,705,834)
Net change in unrealized
 gains (losses)              (1,921,047,828)   (1,605,211,090)   (1,238,423,587)
--------------------------------------------------------------------------------
Net decrease in net assets
 from operations            $(2,054,879,963)  $(1,851,937,691)  $(1,197,835,460)
--------------------------------------------------------------------------------

4    Cancelable Interest Rate Swap Agreements

Belair  Capital has entered into  cancelable  interest  rate swap  agreements in
connection with its real estate investments and the associated borrowings. Under
such  agreements,  Belair Capital has agreed to make periodic  payments at fixed
rates in exchange for payments at floating  rates.  The notional or  contractual
amounts  of  these  instruments  may  not  necessarily   represent  the  amounts
potentially  subject to risk. The measurement of the risks associated with these
investments is meaningful only when  considered in conjunction  with all related
assets,  liabilities and agreements.  As of June 30, 2002 and December 31, 2001,
Belair Capital has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc.

                                       11
<PAGE>
<TABLE>
<CAPTION>

              Notional                                  Initial                     Unrealized        Unrealized
               Amount                                  Optional                    Depreciation      Depreciation
Effective     (000's)      Fixed       Floating       Termination     Maturity     At June 30,      At December 31,
  Date        omitted)     Rate          Rate            Date           Date           2002              2001
-------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>        <C>                <C>            <C>        <C>                <C>
  2/98        $120,000     6.715%     Libor+0.45%        2/03           2/05       $ 2,968,859        $ 4,036,969
  4/98          50,000     6.840%     Libor+0.45%        2/03           2/05         1,282,658          1,789,764
  4/98         150,000     6.835%     Libor+0.45%        4/03           4/05         4,826,667          5,769,278
  6/98          20,000     6.670%     Libor+0.45%        6/03           2/05           727,584            780,852
  6/98          75,000     6.680%     Libor+0.45%        6/03           2/05         2,737,208          2,943,209
  6/98          80,000     6.595%     Libor+0.45%        6/03           2/05         2,839,584          3,002,682
 11/98          14,709     6.130%     Libor+0.45%       11/03           2/05           537,907            455,595
  2/99          34,951     6.340%     Libor+0.45%        2/04           2/05         1,528,488          1,322,041
  4/99           5,191     6.490%     Libor+0.45%        2/04           2/05           242,821            216,372
  7/99          24,902     7.077%     Libor+0.45%        7/04           2/05         1,625,051          1,507,472
  9/99          10,471     7.370%     Libor+0.45%        9/04           2/05           781,219            734,425
  3/00          19,149     7.890%     Libor+0.45%        2/04           2/05         1,361,947          1,428,015
  3/00          70,000     7.710%     Libor+0.45%          -            2/05         6,277,214          5,881,029
-------------------------------------------------------------------------------------------------------------------
Total                                                                              $27,737,207        $29,867,703
-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

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

Belair Capital Fund LLC and its subsidiaries (collectively, the Fund) achieved a
total  return of -13.07%  for the  quarter  ended  June 30,  2002.  This  return
reflects a decrease  in the  Fund's  net asset  value per share from  $118.49 to
$103.00 during the period. For comparison,  the Standard & Poor's 500 Index (the
"S&P 500"), an unmanaged index of large capitalization stocks commonly used as a
benchmark  for the U.S.  equity  market,  had a total return of -13.39% over the
same period. Investors cannot invest directly in an Index. For the quarter ended
June 30,  2001,  the Fund'  total  return was 6.32%.  This return  reflected  an
increase in the Fund's net asset value per share from $117.79 to $125.23  during
that period.

Economic  growth as  measured  by Gross  Domestic  Product  slowed in the second
quarter of 2002,  increasing at a lower than expected  rate.  The overall equity
markets and all major U.S. equity indices  continued to post negative returns as
occurred in the first quarter of the year.  Economic  uncertainty and volatility
increased  during  the  quarter  with  reports  of  corporate   malfeasance  and
accounting fraud. In general,  smaller capitalization stocks outperformed larger
capitalization  stocks,  and a value  investment  style  continued to outperform
growth. The best performing sector in the S&P 500 for the second quarter of 2002
was materials, followed by consumer staples and energy. Looking back a year ago,
consumer  cyclicals was the best second  quarter  sector  performer  followed by
basic materials and transportation.

In this environment of increased volatility,  the performance of the Tax-Managed
Growth  Portfolio  (the  Portfolio)  fared better than the overall  market.  The
Portfolio  maintained  an  overweighted  stance  in the  consumer  discretionary
sector, and gradually reduced health care positions, especially in biotechnology
and  pharmaceutical  stocks.  The  Portfolio's  emphasis on  industrial  company
investments, especially in the airfreight and aerospace defense areas, proved to

                                       12
<PAGE>

be prudent.  Property and casualty  insurance names as well as service providers
positively  contributed  to the  performance  in the  quarter.  Lack of earnings
visibility and continuing  structural  overcapacity  reinforced the  Portfolio's
cautious stance in telecommunications and information technology groups.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  negative  during  the  period.   The
performance of the Fund trailed that of the Portfolio by approximately -1.4% for
the  quarter  ended  June  30,  2002.  The  Fund's  investments  in real  estate
Partnership  Preference Units generally  benefited from declining interest rates
and  tightening  spreads in  income-oriented  securities,  particularly  in real
estate-related  securities. The Fund's investments in real estate joint ventures
suffered  from  continuing  weakness in  multifamily  fundamentals  in many U.S.
markets,  including those in which the ventures operate. The value of the Fund's
holdings in interest rate swaps declined as interest rates fell. For the quarter
ended June 30, 2001, the  performance of the Fund exceeded that of the Portfolio
by approximately 0.7%.

RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2002,  COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2001

The Fund's total return for the six months ended June 30, 2002 was -12.26%. This
return  reflects a decrease in the Fund's net asset value per share from $117.39
to $103.00 during the period. For comparison,  the S&P 500 had a total return of
-13.15% over the same period. For the six months ended June 30, 2001, the Fund's
total return was -5.9%. This return reflected a decrease in the Fund's net asset
value per share from $133.13 to $125.23 during that period.

During the first half of 2002,  overall  equity markets and major equity indices
continued  to  post  negative  returns.   Continuing  economic  uncertainty  and
increased  volatility  caused  by  issues  relating  to  corporate   governance,
accounting,  and geopolitical  uncertainties have created a difficult investment
environment.   During  the  period,   smaller  capitalization  stocks  generally
outperformed  larger  capitalization   stocks,  and  a  value  investment  style
continued to outperform growth.

The Portfolio  delivered better results than the overall market in the first six
months of 2002. The Portfolio  maintained an overweighted stance in the consumer
discretionary and consumer staples sectors, as it did in the first half of 2001.
The  Portfolio   gradually   reduced  health  care   positions,   especially  in
biotechnology and pharmaceutical  stocks. The Portfolio's  continued emphasis on
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace defense areas,  proved to be prudent.  Lack of earning  visibility and
continuing structural overcapacity reinforced the Portfolio's cautious weighting
in telecommunications  and information technology groups. The two aforementioned
groups were de-emphasized last year as well.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  negative  during  the  period.   The
performance of the Fund trailed that of the Portfolio by approximately -1.3% for
the six  months  ended June 30,  2002.  The Fund's  investments  in real  estate
Partnership  Preference Units generally  benefited from declining interest rates
and  tightening  spreads in  income-oriented  securities,  particularly  in real
estate-related  securities. The Fund's investments in real estate joint ventures
suffered  from  continuing  weakness in  multifamily  fundamentals  in many U.S.
markets,  including  those in which the  ventures  operate.  Interest  rate swap
valuations rose modestly as termination  dates moved closer.  For the six months
ended June 30, 2001, the  performance of the Fund exceeded that of the Portfolio
by approximately 0.5%.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

As of June  30,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $27,737,207 and $14,540,921, respectively.

CRITICAL ACCOUNTING POLICIES

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

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

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

The policies for real estate investments involve significant  judgments that are
based upon,  without  limitation,  general economic  conditions,  the supply and
demand for different types of real properties,  the financial health of tenants,
the timing of lease expirations and  terminations,  fluctuations in rental rates
and operating  costs,  exposure to adverse  environmental  conditions and losses
from  casualty or  condemnation,  interest  rates,  availability  of  financing,
managerial  performance and government rules and regulations.  The valuations of
Partnership  Preference  Units held by the Fund through its investment in Belair
Real Estate  Corporation  (BREC)  fluctuate  over time to  reflect,  among other
factors, changes in interest rates, changes in perceived riskiness of such units

                                       14
<PAGE>

(including  call risk),  changes in the  perceived  riskiness of  comparable  or
similar  securities  trading in the public market and the  relationship  between
supply and demand for  comparable  or similar  securities  trading in the public
market.  The value of  interest  rate  swaps may be  subject  to wide  swings in
valuation  caused  by  changes  in  interest  rates  and  in the  prices  of the
underlying instrument and the interest rate swap may be difficult to value since
such  instrument  may be  considered  illiquid.  Fluctuations  in the  value  of
Partnership  Preference Units derived from changes in general interest rates can
be expected to be offset in part (but not  entirely)  by changes in the value of
interest rate swap  agreements or other interest rate hedges entered into by the
Fund with respect to its  borrowings.  Fluctuations  in the value of real estate
investments  derived from other factors besides general  interest rate movements
(including     issuer-specific    and    sector-specific     credit    concerns,
property-specific  concerns and changes in interest  rate spread  relationships)
will not be offset by changes in the value of interest  rate swap  agreements or
other interest rate hedges entered into by the Fund. Changes in the valuation of
Partnership  Preference Units not offset by changes in the valuation of interest
rate swap  agreements or other interest rate hedges entered into by the Fund and
changes in the value of other real estate investments will cause the performance
of the Fund to deviate from the performance of the Portfolio.

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

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

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

                            Interest Rate Sensitivity
               Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended June 30,
<TABLE>
<CAPTION>
                        2003     2004          2005          2006     2007     Thereafter          Total          Fair Value
                     ------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                                 <C>              <C>
Rate sensitive
liabilities:
---------------------
Long term debt-
 variable rate
 Credit Facility                            $543,769,000                                        $543,769,000     $543,769,000
Average
 interest rate                                      2.31%                                               2.31%
Rate sensitive
 derivative financial
 instruments:
---------------------
Pay fixed/
 Receive variable
 interest rate swap
 contracts                                  $674,373,000                                        $674,373,000     $(27,737,207)
 Average pay rate                                   6.86%                                               6.86%
Average  receive rate                               2.31%                                               2.31%
</TABLE>

                                       15
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------
Although in the ordinary  course of business,  the Fund, BREC or the real estate
investments  in which BREC has equity  interests  may become  involved  in legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which  the  Fund or BREC  is a party  or of  which  any of  BREC's  real  estate
investments is the subject.

Item 2. Changes in Securities and Use of Proceeds.
--------------------------------------------------
     None.

Item 3. Defaults Upon Senior Securities.
----------------------------------------
     None.

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------
     None.

Item 5. Other Information.
--------------------------
     None.

Item 6. The following is a list of all exhibits filed as part of this Form 10Q:
-------------------------------------------------------------------------------
    (a)  Exhibits
    21   List of subsidiaries

                                       16
<PAGE>

                                   SIGNATURES


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




                                     BELAIR CAPITAL FUND LLC
                                     (Registrant)

                                     By: EATON VANCE MANAGEMENT,
                                         its Manager


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



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

                                       17
<PAGE>


                                  EXHIBIT INDEX


21       List of subsidiaries


                                       18