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

                                    FORM 10-Q

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

                         For the quarterly period ended March 31, 2002
Commission File No. 0002-25767


                             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
           March 31, 2002 (unaudited) and December 31, 2001                   3

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

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

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

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

           Notes to Consolidated Financial Statements as of March 31,
           2002 (unaudited)                                                  10


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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        14

PART II -  OTHER INFORMATION

Item 1.    Legal Proceedings                                                 15

Item 2.    Changes in Securities and Use of Proceeds                         15

Item 3.    Defaults Upon Senior Securities                                   15

Item 4.    Submission of Matters to a Vote of Security Holders               15

Item 5.    Other Information                                                 15

Item 6.    Exhibits and Reports                                              15


SIGNATURES                                                                   16

                                       2
<PAGE>


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

BELAIR CAPITAL FUND LLC
Consolidated Statements of Assets and Liabilities

                                                   March 31,
                                                      2002         December 31,
                                                  (Unaudited)          2001
                                                 --------------   --------------

Assets:
  Investment in Belvedere Capital Fund
   Company LLC                                   $1,821,919,684   $1,820,021,041
  Investment in Partnership Preference Units        355,117,552      376,475,922
  Investment in other real estate                   328,297,389      327,945,162
  Short-term investments                                      -        4,559,775
                                                 --------------   --------------
Total Investments                                $2,505,334,625   $2,529,001,900
  Cash                                                6,061,732        6,540,394
  Escrow deposits - restricted                        4,642,726        4,637,336
  Dividends receivable                                7,267,155        2,547,069
  Deferred expenses                                      91,795          118,859
  Other assets                                          171,424          221,564
                                                 --------------   --------------
Total assets                                     $2,523,569,457   $2,543,067,122
                                                 --------------   --------------

Liabilities:
  Loan payable                                   $  543,769,000   $  558,769,000
  Mortgage payable, net of unamortized debt
   issuance costs ($2,010,567 and $2,069,458,
   respectively)                                    226,469,950      226,411,059
  Open interest rate swap contracts, at value        22,348,493       29,867,703
  Swap interest payable                               4,714,505        4,394,148
  Security deposits                                     868,011          878,199
  Accrued expenses:
   Interest expense                                   3,296,911        3,717,765
   Property taxes                                     1,406,777        2,053,094
   Other expenses and liabilities                     2,094,867        1,988,505
   Minority interests in controlled subsidiaries     27,604,035       27,349,823
                                                 --------------   --------------
Total liabilities                                $  832,572,549   $  855,429,296
                                                 --------------   --------------
Net assets                                       $1,690,996,908   $1,687,637,826
                                                 --------------   --------------

Shareholders' Capital                            --------------   --------------
  Shareholders' capital                          $1,690,996,908   $1,687,637,826
                                                 --------------   --------------
Shares Outstanding                                   14,271,530       14,376,567
                                                 --------------   --------------
Net Asset Value and Redemption Price Per Share          $118.49          $117.39
                                                 --------------   --------------

                 See notes to consolidated financial statements

                                       3
<PAGE>

BELAIR CAPITAL FUND LLC
Consolidated Statements of Operations (Unaudited)
                                                  Three Months     Three Months
                                                     Ended            Ended
                                                   March 31,        March 31,
                                                      2002             2001
                                                 --------------   --------------
Investment Income:
  Dividends allocated from Belvedere Capital
   (net of foreign taxes of $25,004 and $30,320,
   respectively)                                 $   4,644,360    $   4,734,583
  Interest allocated from Belvedere Capital            155,139          851,914
  Expenses allocated from Belvedere Capital         (2,686,212)      (3,067,499)
                                                 --------------   --------------
  Net investment income allocated from
   Belvedere Capital                             $   2,113,287    $   2,518,998
  Dividends from Partnership Preference Units        8,737,175       11,133,216
  Rental income                                     11,507,916        5,979,865
  Interest                                              34,146          172,994
                                                 --------------   --------------
Total investment income                          $  22,392,524    $  19,805,073
                                                 --------------   --------------

Expenses:
  Investment advisory and administrative fees    $   1,633,322    $   1,738,712
  Property management fees                             463,247          238,841
  Servicing fees                                       168,093          200,118
  Interest expense on Credit Facility                3,390,594       10,369,359
  Interest expense on mortgages                      4,363,735        2,386,111
  Interest expense on swap contracts                 7,360,327          735,861
  Property and maintenance expenses                  2,611,475        1,463,057
  Property taxes and insurance                       1,448,970          585,744
  Amortization of deferred expenses                     27,064           35,649
  Miscellaneous                                        272,146          360,103
                                                 -------------    --------------
Total expenses                                   $  21,738,973    $  18,113,555
                                                 -------------    --------------

Net investment income before minority interests
  in net income of controlled subsidiaries       $     653,551    $   1,691,518
Minority interests in net income of controlled
  subsidiaries                                        (660,952)        (334,714)
                                                 --------------   --------------
Net investment income (loss)                     $      (7,401)   $   1,356,804
                                                 --------------   --------------


                 See notes to consolidated financial statements

                                       4
<PAGE>


BELAIR CAPITAL FUND LLC
Consolidated Statements of Operations (Unaudited) (Continued)

                                                  Three Months     Three Months
                                                     Ended            Ended
                                                   March 31,        March 31,
                                                      2002             2001
                                                 --------------   --------------

Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
   Investment transactions from Belvedere
    Capital (identified cost basis)              $ (11,269,064)   $   6,043,693
   Investment transactions in Partnership
    Preference Units (identified cost basis)        (2,040,040)      (1,142,610)
                                                 --------------   --------------
 Net realized gain (loss)                        $ (13,309,104)   $   4,901,083
                                                 --------------   --------------
 Change in unrealized appreciation
   (depreciation) -
   Investment in Belvedere Capital (identified
    cost basis)                                  $  22,404,942    $(255,144,565)
   Investments in Partnership Preference Units
    (identified cost basis)                           (609,987)      32,547,138
   Investment in other real estate investments
    (net of minority interests in unrealized gain
    (loss) of controlled subsidiaries)                (468,914)               -
   Interest rate swap contracts                      7,519,210      (14,168,209)
                                                 --------------   --------------
Net change in unrealized appreciation
 (depreciation)                                  $  28,845,251    $(236,765,636)
                                                 --------------   --------------
Net realized and unrealized gain (loss)          $  15,536,147    $(231,864,553)
                                                 --------------   --------------
Net increase (decrease) in net assets from
 operations                                      $  15,528,746    $(230,507,749)
                                                 ==============   ==============


                 See notes to consolidated financial statements

                                       5
<PAGE>

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

                                                Three Months      Three Months
                                                   Ended             Ended
                                                 March 31,         March 31,
                                                   2002              2001
                                               ---------------   ---------------
Increase (Decrease) in Net Assets:
  Net investment income (loss)                 $       (7,401)   $    1,356,804
  Net realized gain (loss) on investment
   transactions                                   (13,309,104)        4,901,083
  Net change in unrealized appreciation
   (depreciation) of investments                   28,845,251      (236,765,636)
                                               ---------------   ---------------
Net increase (decrease) in net assets from
  operations                                   $   15,528,746    $ (230,507,749)
                                               ---------------   ---------------
Transactions in Fund Shares -
  Net asset value of Fund Shares redeemed      $  (12,169,664)   $  (17,411,099)
                                               ---------------   ---------------
Net decrease in net assets from Fund Share
 transactions                                  $  (12,169,664)   $  (17,411,099)
                                               ---------------   ---------------

Net increase (decrease) in net assets          $    3,359,082    $ (247,918,848)

Net assets:
  At beginning of period                       $1,687,637,826    $2,010,997,840
                                               ---------------   ---------------
  At end of period                             $1,690,996,908    $1,763,078,992
                                               ===============   ===============


                 See notes to consolidated financial statements

                                       6
<PAGE>


BELAIR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)
                                                  Three Months     Three Months
                                                     Ended            Ended
                                                   March 31,        March 31,
                                                      2002             2001
                                                 --------------   --------------
Cash Flows From (For) Operating Activities -
Net investment income (loss)                     $      (7,401)   $   1,356,804
Adjustments to reconcile net investment income
 (loss) to net cash flows from (for) operating
 activities-
  Amortization of debt issuance costs                   58,891           40,580
  Amortization of deferred expenses                     27,064           35,649
  Net investment income allocated from Belvedere
   Capital                                          (2,113,287)      (2,518,998)
  (Increase) decrease in dividends receivable       (4,720,086)       1,710,276
  Increase in escrow deposits                           (5,390)        (305,720)
  Decrease in other assets                              50,140          226,904
  Increase in interest payable for open swap
   contracts                                           320,357        1,612,197
  Increase (decrease) in accrued property taxes       (646,317)         167,015
  Decrease in security deposits, accrued
   expenses and other liabilities                     (324,680)      (4,833,401)
  Improvements to rental property                     (352,227)        (311,783)
  Purchases of Partnership Preference Units         (5,655,543)      (9,386,616)
  Sales of Partnership Preference Units             24,363,886        9,386,616
  Net (increase) decrease in investment in
   Belvedere Capital                                   929,970      (19,414,176)
  Decrease in minority interest                        (52,500)         (52,500)
  Decrease in short-term investments                 4,559,775        5,067,352
  Minority interests in net income of controlled
   subsidiaries                                        660,952          334,714
                                                 --------------   --------------
Net cash flows from (for) operating activities   $  17,093,604    $ (16,885,087)
Cash Flows For Financing Activities -
  Repayment of Credit Facility                   $ (15,000,000)   $ (25,000,000)
  Payments for Fund Shares redeemed                 (1,749,112)      (2,054,985)
  Distributions paid to minority shareholders         (823,154)        (587,028)
                                                 --------------   --------------
Net cash flows used for financing activities     $ (17,572,266)   $ (27,642,013)

Net decrease in cash                             $    (478,662)   $ (44,527,100)

Cash at beginning of period                      $   6,540,394    $  46,875,064
                                                 --------------   --------------
Cash at end of period                            $   6,061,732    $   2,347,964
                                                 ==============   ==============


                 See notes to consolidated financial statements

                                       7
<PAGE>


BELAIR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited) (Continued)
                                                  Three Months     Three Months
                                                     Ended            Ended
                                                   March 31,        March 31,
                                                      2002             2001
                                                 --------------   --------------
Supplemental Disclosure and Non-cash Investing
and Financing Activities-
  Change in unrealized appreciation
   (depreciation) of investments and open swap
   contracts                                     $  28,845,251    $(236,765,636)
  Interest paid for loan                         $   3,813,353    $  11,892,919
  Interest paid for swap contracts               $   7,039,970    $     876,336
  Interest paid for mortgages                    $   4,304,844    $   2,345,531
  Market value of securities distributed in
   payment of redemptions                        $  10,420,552    $  15,356,114


                 See notes to consolidated financial statements

                                       8
<PAGE>

Belair Capital Fund LLC as of March 31, 2002
CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

Financial Highlights (Unaudited)

For the Three Months Ended March 31, 2002
--------------------------------------------------------------------------------
Net asset value - Beginning of period                                $  117.390
--------------------------------------------------------------------------------

Income (loss) from operations
--------------------------------------------------------------------------------
Net investment loss (5)                                              $   (0.001)
Net realized and unrealized gain                                          1.101
--------------------------------------------------------------------------------
Total income from operations                                         $    1.100
--------------------------------------------------------------------------------

Net asset value - End of period                                      $  118.490
--------------------------------------------------------------------------------

Total Return (1)                                                          0.94%
--------------------------------------------------------------------------------
                                               As a Percentage  As a Percentage
                                               of Average Net   of Average Gross
Ratios                                          Assets (4)(8)   Assets (2)(4)(8)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property
 Subsidiaries
  Interest and other borrowing costs (3)            0.79%            0.55%
  Operating Expenses (3)                            0.83%            0.58%
Belair Capital Fund LLC Expenses
  Interest and other borrowing cost (6)             2.62%            1.83%
  Investment advisory and administrative
   fees, servicing fees and other Fund
   operating expenses (6)(7)                        1.15%            0.81%
                                               ---------------------------------
Total expenses                                      5.39%            3.77%

Net investment loss                                (0.002)%         (0.001)%
--------------------------------------------------------------------------------

Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)               $  1,690,997
Portfolio Turnover of Tax-Managed Growth Portfolio                5%
--------------------------------------------------------------------------------

(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 March 31, 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 Rule 10-01 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally  accepted in the United  States of  America,  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of  operations,  cash flows and  financial  highlights  at the dates and for the
periods  presented.  It is suggested that these interim financial  statements be
read in conjunction with the financial statements and the notes thereto included
in the Fund's latest annual report on Form 10-K. Results for interim periods are
not necessarily indicative of those to be expected for the full fiscal year.

The balance  sheet at December 31, 2001,  has been derived from the December 31,
2001 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

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

2    Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2002
aggregated $27,620,268 and $38,970,790,  respectively,  and for the three months
ended March 31, 2001 aggregated $63,122,364 and $59,064,302, respectively.

Purchases and sales of Partnership  Preference Units  aggregated  $5,655,543 and
$24,363,886,  respectively,  for the  three  months  ended  March  31,  2002 and
$9,386,616 and  $9,386,616,  respectively,  for the three months ended March 31,
2001.  For the three months ended March 31, 2002 and March 31, 2001,  there were
no acquisitions or sales of other real property.

Purchases  and sales of  Partnership  Preference  Units  during the three months
ended March 31, 2002 and March 31, 2001 include amounts  purchased from and sold
to other funds sponsored by Eaton Vance Management.

3    Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2002 was  $10,618,305,771  representing  56.5% of the  Portfolio's net
assets  and at March  31,  2001  was  $9,248,868,309  representing  54.7% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2002 was $1,821,919,684 representing 17.2% of Belvedere Capital's net assets and

                                       10
<PAGE>

at March 31, 2001 was $1,890,271,327,  representing 20.4% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the  three  months  ended  March  31,  2002  totaled  $27,289,011,  of which
$4,799,499,  was allocated to the Fund. Investment income allocated to Belvedere
Capital  from the  Portfolio  for the three  months ended March 31, 2001 totaled
$25,944,565,  of which $5,586,497 was allocated to the Fund.  Expenses allocated
to  Belvedere  Capital from the  Portfolio  for the three months ended March 31,
2002  totaled  $11,408,561,  of which  $2,005,160  was  allocated  to the  Fund.
Expenses  allocated to Belvedere Capital from the Portfolio for the three months
ended March 31, 2001 totaled  $10,657,687,  of which $2,290,377 was allocated to
the  Fund.  Belvedere  Capital  allocated  additional  expenses  to the  Fund of
$681,052  for the three months  ended March 31,  2002,  representing  $16,857 of
operating  expenses and $664,195 of service fees.  Belvedere  Capital  allocated
additional expenses to the Fund of $777,122 for the three months ended March 31,
2001, representing $19,875 of operating expenses and $757,247 of service fees.

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


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

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 March 31, 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 March 31,   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       $(2,825,585)    $ (4,036,969)
      4/98            50,000       6.84%           Libor+0.45%         2/03             2/05        (1,267,642)      (1,789,764)
      4/98           150,000       6.835%          Libor+0.45%         4/03             4/05        (4,193,487)      (5,769,278)
      6/98            20,000       6.67%           Libor+0.45%         6/03             2/05          (563,218)        (780,852)
      6/98            75,000       6.68%           Libor+0.45%         6/03             2/05        (2,125,094)      (2,943,209)
      6/98            80,000       6.595%          Libor+0.45%         6/03             2/05        (2,148,126)      (3,002,682)
     11/98            14,709       6.13%           Libor+0.45%        11/03             2/05          (307,319)        (455,595)
      2/99            34,951       6.34%           Libor+0.45%         2/04             2/05          (945,737)      (1,322,041)
      4/99             5,191       6.49%           Libor+0.45%         2/04             2/05          (158,537)        (216,372)
      7/99            24,902       7.077%          Libor+0.45%         7/04             2/05        (1,191,105)      (1,507,472)
      9/99            10,471       7.37%           Libor+0.45%         9/04             2/05          (593,779)        (734,425)
      3/00            19,149       7.89%           Libor+0.45%         2/04             2/05        (1,145,614)      (1,428,015)
      3/00            70,000       7.71%           Libor+0.45%           -              2/05        (4,883,250)      (5,881,029)
------------------------------------------------------------------------------------------------------------------------------------
Total                                                                                             $(22,348,493)    $(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 MARCH 31,  2002,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2001

Belair Capital Fund LLC and its subsidiaries (collectively, the Fund) achieved a
total return  performance  of 0.94% for the quarter  ended March 31, 2002.  This
return reflects an increase in the Fund's net asset value per share from $117.39
to $118.49. This return is compared to the Standard & Poors 500 Index (S&P 500),
an unmanaged index of large  capitalization  stocks commonly used as a benchmark
for the U.S.  equity  market,  which had a total  return of 0.28%  over the same
period. For comparison,  at the end of the first quarter of 2001, the Fund's net
asset value per share  decreased from $133.13 to $117.79,  representing a -11.5%
return versus S&P 500's total return of -11.9%.

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

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

                                       12
<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 March 31,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $(22,348,493) and $(19,002,862), respectively.

CRITICAL ACCOUNTING POLICIES

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

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

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

These  policies   involve   significant   judgments  made,  based  upon  without
limitation,  general  economic  conditions,  the supply and demand for different
types of real properties,  the financial health of tenants,  the timing of lease
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  (including  call risk),
changes in the perceived  riskiness of comparable or similar  securities trading

                                       13
<PAGE>
in the  public  market  and the  relationship  between  supply  and  demand  for
comparable or similar securities  trading in the public market.  Fluctuations in
the value of real estate  investments  derived from changes in general  interest
rates can be expected to be offset in part (but not  entirely) by changes in the
value of interest  rate swap  agreements or other  interest rate hedges  entered
into by the Fund with respect to its  borrowings.  Fluctuations  in the value of
real estate investments derived from other factors besides general interest rate
movements  (including   issuer-specific  and  sector-specific  credit  concerns,
property-specific  concerns and changes in interest  rate spread  relationships)
will not be offset by changes in the value of interest  rate swap  agreements or
other interest rate hedges entered into by the Fund. Changes in the valuation of
real estate  investments not offset by changes in the valuation of interest rate
swap  agreements  or other  interest  rate hedges  entered into by the Fund will
cause  the  performance  of the  Fund to  deviate  from the  performance  of the
Portfolio.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

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

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

                            Interest Rate Sensitivity
               Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended March 31,
<TABLE>
<CAPTION>
                       2003        2004        2005        2006        2007        Thereafter        Total        Fair Value
                    -----------------------------------------------------------------------------------------------------------
                       <S>         <C>         <C>         <C>         <C>         <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                                2.48%                                                  2.48%

Rate sensitive
 derivative
 financial
 instruments:
------------------
Pay fixed/
 Receive
 variable interest
 rate swap
 contracts                                 $674,373,000                                           $674,373,000   $(22,348,493)
Average
 pay rate                                     6.86%                                                  6.86%
Average
 receive rate                                 2.48%                                                  2.48%
</TABLE>

                                       14
<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

                                       15
<PAGE>

                                   SIGNATURES


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



                                            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


                                       16
<PAGE>


                                  EXHIBIT INDEX


21   List of subsidiaries







                                       17