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

                                    FORM 10-Q

[X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                     For the quarterly period ended March 31, 2005

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                 For the transition period from _________ to _____________

                          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 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
                                       ---        ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

                                   YES  X      NO
                                       ---        ---
<PAGE>
                             BELAIR CAPITAL FUND LLC
                               Index to Form 10-Q

                                                                            Page

PART I      FINANCIAL INFORMATION............................................ 1

Item 1.     Financial Statements............................................. 1

            Condensed Consolidated Statements of Assets and Liabilities
            as of March 31, 2005 (Unaudited) and December 31, 2004........... 3

            Condensed Consolidated Statements of Operations (Unaudited)
            for the Three Months Ended March 31, 2005 and 2004............... 4

            Condensed Consolidated Statements of Changes in Net Assets
            for the Three Months Ended March 31, 2005 (Unaudited) and
            the Year Ended December 31, 2004................................. 6

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            for the Three Months Ended March 31, 2005 and 2004............... 7

            Financial Highlights (Unaudited) for the Three Months Ended
            March 31, 2005................................................... 9

            Notes to Condensed Consolidated Financial Statements as of
            March 31, 2005 (Unaudited).......................................10

Item 2.     Management's Discussion and Analysis of Financial Condition
            (MD&A) and Results of Operations.................................15

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.......18

Item 4.     Controls and Procedures..........................................21

PART II     OTHER INFORMATION................................................21

Item 1.     Legal Proceedings................................................21

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds......21

Item 3.     Defaults Upon Senior Securities..................................22

Item 4.     Submission of Matters to a Vote of Security Holders..............22

Item 5.     Other Information................................................22

Item 6.     Exhibits.........................................................22

SIGNATURES...................................................................23

EXHIBIT INDEX................................................................24
<PAGE>
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements.
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities
                                                                                     March 31, 2005            December 31,
                                                                                      (Unaudited)                  2004
                                                                                 -----------------------  -----------------------
<S>                                                                                     <C>                      <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC
       (Belvedere Company)                                                              $ 1,566,049,935          $ 1,643,447,807
    Investment in Partnership Preference Units                                              319,893,271              203,826,804
    Investment in other real estate                                                         178,104,922              339,580,435
    Short-term investments                                                                    2,275,000                1,891,000
                                                                                 -----------------------  -----------------------
Total investments                                                                       $ 2,066,323,128          $ 2,188,746,046
    Cash                                                                                      5,235,352                9,759,487
    Escrow deposits - restricted                                                                      -                   80,839
    Open interest rate swap agreements, at value                                              7,223,690                2,366,785
    Distributions and interest receivable                                                     1,177,934                  126,778
    Other assets                                                                              4,925,898                5,158,454
                                                                                 -----------------------  -----------------------
Total assets                                                                            $ 2,084,886,002          $ 2,206,238,389
                                                                                 -----------------------  -----------------------

Liabilities:
    Loan payable - Credit Facility                                                      $   494,000,000          $   405,000,000
    Mortgages payable                                                                       135,000,000              247,630,517
    Payable for Fund Shares redeemed                                                          7,453,385                       19
    Security deposits                                                                           425,078                  820,256
    Swap interest payable                                                                       116,582                  148,252
    Accrued expenses:
       Interest expense                                                                         798,746                1,545,503
       Property taxes                                                                           482,805                  833,918
       Other expenses and liabilities                                                         1,664,539                1,121,854
    Minority interests in controlled subsidiaries                                             8,064,166               19,146,178
                                                                                 -----------------------  -----------------------
Total liabilities                                                                       $   648,005,301          $   676,246,497
                                                                                 -----------------------  -----------------------

Net assets                                                                              $ 1,436,880,701          $ 1,529,991,892

                                                                                 -----------------------  -----------------------
Shareholders' Capital                                                                   $ 1,436,880,701          $ 1,529,991,892
                                                                                 -----------------------  -----------------------

Shares outstanding                                                                           11,748,931               12,058,622
                                                                                 -----------------------  -----------------------

Net asset value and redemption price per Share                                          $        122.30          $        126.88
                                                                                 -----------------------  -----------------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                                                                 Three Months      Three Months
                                                                                                    Ended             Ended
                                                                                                  March 31,         March 31,
                                                                                                     2005              2004
                                                                                              ------------------------------------
<S>                                                                                             <C>               <C>
Investment Income:
    Dividends allocated from Belvedere Company (net of foreign taxes of $62,722
     and $66,409, respectively)                                                                 $   6,535,978     $   5,557,427
    Interest allocated from Belvedere Company                                                          48,207            26,538
    Expenses allocated from Belvedere Company                                                      (2,381,197)       (2,410,134)
                                                                                              ------------------------------------
    Net investment income allocated from
      Belvedere Company                                                                         $   4,202,988     $   3,173,831
    Rental income                                                                                   6,593,735         5,511,218
    Distributions from Partnership Preference Units                                                 5,305,293         8,470,877
    Interest                                                                                          111,933           105,148
                                                                                              ------------------------------------
Total investment income                                                                         $  16,213,949     $  17,261,074
                                                                                              ------------------------------------

Expenses:
    Investment advisory and administrative fees                                                 $   1,404,095     $   1,401,115
    Property management fees                                                                          187,717           218,537
    Servicing fees                                                                                    137,005           167,543
    Interest expense on mortgages                                                                   2,770,605         2,386,111
    Interest expense on Credit Facility                                                             3,267,900         1,670,880
    Property and maintenance expenses                                                               1,094,130         1,576,526
    Property taxes and insurance                                                                      942,293           700,781
    Miscellaneous                                                                                     516,663           136,386
                                                                                              ------------------------------------
Total expenses                                                                                   $ 10,320,408     $   8,257,879
                                                                                              ------------------------------------
Net investment income before
    minority interests in net income of
    controlled subsidiaries                                                                      $  5,893,541     $   9,003,195
Minority interests in net income
    of controlled subsidiaries                                                                       (259,420)         (110,236)
                                                                                              ------------------------------------
Net investment income                                                                            $  5,634,121     $   8,892,959
                                                                                              ------------------------------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>

BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                         Three Months       Three Months
                                                                                             Ended              Ended
                                                                                           March 31,          March 31,
                                                                                             2005               2004
                                                                                       ------------------ ------------------
<S>                                                                                      <C>               <C>
Realized and Unrealized Gain (Loss)
   Net realized gain (loss) -
     Investment transactions, securities sold short and
      foreign currency transactions allocated from
      Belvedere Company (identified cost basis)                                         $   (1,353,089)    $    5,850,913
     Investment transactions in Partnership
        Preference Units (identified cost basis)                                                (3,679)         2,399,543
     Investment transactions in other real estate (net of minority
         interest in realized loss of controlled subsidiaries of
         $(3,550,665) and $0, respectively)                                                  2,326,193                  -
     Interest rate swap agreements (1)                                                      (1,761,821)        (3,051,795)
                                                                                       ------------------ ------------------
   Net realized (loss) gain                                                             $     (792,396)    $    5,198,661
                                                                                       ------------------ ------------------

   Change in unrealized appreciation
     (depreciation)
      Investments, securities sold short and foreign
         currency allocated from Belvedere Company
         (identified cost basis)                                                        $  (36,552,996)    $   24,013,775
      Investment in Partnership Preference Units
         (identified cost basis)                                                               628,755         (6,958,051)
      Investment in other real estate
         (net of minority interest in unrealized appreciation
         of controlled subsidiaries of $3,402,756 and
         $1,908,131, respectively)                                                             225,324         (1,958,342)
      Interest rate swap agreements                                                          4,856,905         (4,873,854)
                                                                                       ------------------ ------------------
   Net change in unrealized appreciation (depreciation)                                 $  (30,842,012)    $   10,223,528
                                                                                       ------------------ ------------------

   Net realized and unrealized (loss) gain                                              $  (31,634,408)    $   15,422,189
                                                                                       ------------------ ------------------

   Net (decrease) increase in net assets from operations                                $  (26,000,287)    $   24,315,148
                                                                                       ================== ==================
</TABLE>
(1)  Amounts  represent  periodic payments made in connection with interest rate
     swap agreements (Note 4).

       See notes to unaudited condensed consolidated financial statements

                                       5
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                        Three Months
                                                                                            Ended
                                                                                       March 31, 2005           Year Ended
                                                                                         (Unaudited)         December 31, 2004
                                                                                    ---------------------- ----------------------
<S>                                                                                  <C>                    <C>
Increase (Decrease) in Net Assets:
   Net investment income                                                             $      5,634,121       $       31,237,747
   Net realized (loss) gain from investment transactions, securities sold short,
      foreign currency transactions and interest rate swap agreements                        (792,396)              30,327,282
   Net change in unrealized appreciation (depreciation) of investments,
      securities sold short, foreign currency and interest rate swap
      agreements                                                                          (30,842,012)              44,982,446
                                                                                    ---------------------- ----------------------
Net (decrease) increase in net assets from operations                                $    (26,000,287)       $     106,547,475
                                                                                    ---------------------- ----------------------

Transactions in Fund Shares -
   Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                              $     12,687,778        $       7,259,756
   Net asset value of Fund Shares redeemed                                                (51,147,765)             (89,817,709)
                                                                                    ---------------------- ----------------------
Net decrease in net assets from Fund Share transactions                              $    (38,459,987)       $     (82,557,953)
                                                                                    ---------------------- ---------------------

Distributions -
   Distributions to Shareholders                                                     $    (28,650,917)       $     (16,279,479)
                                                                                    ---------------------- ----------------------
Total distributions                                                                  $    (28,650,917)       $     (16,279,479)
                                                                                    ---------------------- ----------------------

Net (decrease) increase in net assets                                                $    (93,111,191)       $       7,710,043

Net assets:
   At beginning of period                                                            $  1,529,991,892         $  1,522,281,849
                                                                                    ---------------------- ---------------------
   At end of period                                                                  $  1,436,880,701         $  1,529,991,892
                                                                                    ====================== ======================
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       6
<PAGE>
BELAIR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                                            Three Months        Three Months
                                                                                               Ended                Ended
                                                                                             March 31,            March 31,
                                                                                                2005                2004
                                                                                         -------------------  ------------------
<S>                                                                                       <C>                  <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                     $  (26,000,287)      $   24,315,148
Adjustments to reconcile net (decrease) increase in net assets from
    operations to net cash flows for operating activities -
      Net investment income allocated from Belvedere Company                                  (4,202,988)          (3,173,831)
      Increase in interest receivable from other real estate investments                         (46,105)             (43,174)
      (Increase) decrease in other assets                                                       (993,630)              88,779
      Increase in distributions and interest receivable                                       (1,051,156)            (558,276)
      (Decrease) increase in interest payable for open swap agreements                           (31,670)               2,289
      Increase in security deposits, accrued interest and accrued
        other expenses and liabilities                                                           778,063               39,983
      Increase in accrued property taxes                                                         146,309              214,891
      Purchases of Partnership Preference Units                                             (115,848,417)         (48,668,050)
      Proceeds from sale of investment in other real estate                                   42,877,294                    -
      Proceeds from sales of Partnership Preference Units                                        407,026           50,715,342
      Improvements to rental property                                                           (534,855)            (328,563)
      Decrease in cash due to sale of majority interest in controlled subsidiary              (2,199,688)                   -
      Interest incurred on interest rate swap agreements                                      (1,761,821)          (3,051,795)
      Increase in minority interest                                                              240,000                    -
      Increase in short-term investments                                                        (384,000)         (16,694,670)
      Minority interests in net income of controlled subsidiaries                                259,420              110,236
      Net realized loss (gain) from investment transactions, securities sold
        short, foreign currency transactions and interest rate swap agreements                   792,396           (5,198,661)
      Net change in unrealized (appreciation) depreciation of investments,
        securities sold short, foreign currency and interest rate
        swap agreements                                                                       30,842,012          (10,223,528)
                                                                                         -------------------  ------------------
Net cash flows for operating activities                                                   $  (76,712,097)      $  (12,453,880)
                                                                                         -------------------  ------------------

Cash Flows From (For) Financing Activities -
    Proceeds from Credit Facility                                                         $   89,000,000       $   63,000,000
    Repayment of Credit Facility                                                                       -          (42,000,000)
    Payments for Fund Shares redeemed                                                             (1,373)              (1,758)
    Distributions paid to Shareholders                                                       (15,963,139)          (9,019,723)
    Distributions paid to minority shareholders                                                 (847,526)             (16,800)
                                                                                         -------------------  ------------------
Net cash flows from financing activities                                                  $    72,187,962      $   11,961,719
                                                                                         -------------------  ------------------

Net decrease in cash                                                                      $    (4,524,135)     $     (492,161)

Cash at beginning of period                                                               $     9,759,487      $    8,687,577
                                                                                         -------------------  ------------------
Cash at end of period                                                                     $     5,235,352      $    8,195,416
                                                                                         ===================  ==================
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

                                                                                         Three Months          Three Months
                                                                                            Ended                  Ended
                                                                                          March 31,              March 31,
                                                                                             2005                  2004
                                                                                      -------------------    ------------------
<S>                                                                                      <C>                    <C>
Supplemental Disclosure and Non-cash Investing and
     Financing Activities -
      Interest paid on loan - Credit Facility                                          $    3,325,463         $    1,627,008
      Interest paid on mortgages                                                       $    2,695,468         $    2,345,531
      Interest paid on swap agreements                                                 $    1,793,491         $    3,049,506
      Market value of securities distributed in payment of
         redemptions                                                                   $   43,694,775         $   17,136,551
      Market value of real property and other assets, net of
         current liabilities, disposed of in conjunction with
         sale of other real estate                                                     $  163,004,330         $            -
      Market value of minority interest disposed of in
         conjunction with sale of other real estate                                    $   10,585,993         $            -
      Mortgage disposed of in conjunction with sale of
         other real estate                                                             $  112,630,517         $            -

       See notes to unaudited condensed consolidated financial statements
</TABLE>

                                       8
<PAGE>
BELAIR CAPITAL FUND LLC as of March 31, 2005
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Highlights (Unaudited)

For the Three Months Ended March 31, 2005
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>
Net asset value - Beginning of period                                                               $    126.880
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (1)                                                                           $      0.471
Net realized and unrealized loss                                                                          (2.671)
------------------------------------------------------------------------------------------------------------------------------------
Total loss from operations                                                                          $     (2.200)
------------------------------------------------------------------------------------------------------------------------------------

Distributions
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                       $     (2.380)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                 $     (2.380)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                     $    122.300
------------------------------------------------------------------------------------------------------------------------------------

Total Return (2)                                                                                           (1.71%)
------------------------------------------------------------------------------------------------------------------------------------


                                                                                  As a Percentage        As a Percentage
                                                                                  of Average Net         of Average Gross
Ratios                                                                               Assets (3)            Assets (3)(8)
-----------------------------------------------------------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
    Interest and other borrowing costs  (4)                                           0.62% (9)              0.44% (9)
    Operating expenses  (4)                                                           0.54% (9)              0.38% (9)
Belair Capital Fund LLC Expenses
    Interest and other borrowing costs  (5)(6)                                        0.89% (9)              0.63% (9)
    Investment advisory and administrative fees,
       servicing fees and other Fund operating expenses (5)(7)                        1.16% (9)              0.82% (9)
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                                        3.21% (9)              2.27% (9)

Net investment income                                                                 1.54% (9)              1.09% (9)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                              $ 1,436,881
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                           0.12%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Calculated using average shares outstanding.
(2)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(3)  For the purpose of  calculating  ratios,  the income and expenses of Belair
     Real Estate Corporation's (Belair Real Estate) controlled  subsidiaries are
     reduced by the  proportionate  interests  therein of  investors  other than
     Belair Real Estate.
(4)  Includes Belair Real Estate's  proportional  share of expenses  incurred by
     its controlled subsidiaries.
(5)  Includes  the  expenses of Belair  Capital  Fund LLC (Belair  Capital)  and
     Belair  Real  Estate.  Does not include  expenses  of Belair Real  Estate's
     controlled subsidiaries.
(6)  Ratios do not include  interest  incurred in connection  with interest rate
     swap agreements. Had such amounts been included, ratios would be higher.
(7)  Includes  Belair  Capital's  share of Belvedere  Capital Fund Company LLC's
     (Belvedere Company) allocated expenses,  including those expenses allocated
     from the Portfolio.
(8)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belair Capital (not including its investment in Belair Real Estate) plus
     all assets of Belair Real Estate minus the sum of their  liabilities  other
     than the principal amount of money borrowed.  For this purpose,  the assets
     of  Belair  Real  Estate's  controlled  subsidiaries  are  reduced  by  the
     proportionate interests therein of investors other than Belair Real Estate.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>

BELAIR CAPITAL FUND LLC as of March 31, 2005
Notes To Condensed 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  interm  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,  2004 and the  statement  of changes in net
assets for the year then ended have been  derived  from the  December  31,  2004
audited  financial  statements  but do 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.

2    Investment Transactions

The following table summarizes the Fund's investment transactions, other than
short-term obligations, for the three months ended March 31, 2005 and March 31,
2004:
<TABLE>
<CAPTION>
                                                               Three Months Ended        Three Months Ended
                    Investment Transaction                     March 31, 2005            March 31, 2004
-----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                         <C>
Decreases in investment in Belvedere Capital Fund
 Company LLC (Belvedere Company)                              $  43,694,775               $ 17,136,551
Sale of other real property (1)                               $  42,877,294               $          -
Purchases of Partnership Preference Units (2)                 $ 115,848,417               $ 48,668,050
Sales of Partnership Preference Units (3)                     $     407,026               $ 50,715,342
   ---------------------------------------------------------------------------------------------------------
</TABLE>
(1)  During the three months  ended March 31, 2005,  Belair Real Estate sold its
     majority interest in Bel Residential  Properties Trust (Bel Residential) to
     another fund advised by Boston Management and Research (Boston  Management)
     recognizing a gain of $2,326,193.
(2)  Purchases  of  Partnership  Preference  Units during the three months ended
     March 31, 2005 and March 31, 2004 represent  Partnership  Preference  Units
     purchased from other investment funds advised by Boston Management.
(3)  Sales of Partnership  Preference Units for the three months ended March 31,
     2005 and 2004 include Partnership Preference Units sold to other investment
     funds advised by Boston  Management for which a loss of $3,679 and $997,698
     was recognized, respectively.

                                       10
<PAGE>

3    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through  Belvedere Company for the three months ended
March 31, 2005 and March 31, 2004, including allocations of income, expenses and
net realized and  unrealized  gains  (losses)  for the  respective  periods then
ended:
<TABLE>
<CAPTION>
                                                                               Three Months Ended     Three Months Ended
                                                                                 March 31, 2005         March 31, 2004
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                    <C>
Belvedere Company's interest in the Portfolio (1)                               $ 12,584,989,585       $ 11,520,846,141
The Fund's investment in Belvedere Company (2)                                  $  1,566,049,935       $  1,604,097,252
Income allocated to Belvedere Company from the Portfolio                        $     52,138,985       $     39,365,471
Income allocated to the Fund from Belvedere Company                             $      6,584,185       $      5,583,965
Expenses allocated to Belvedere Company from the Portfolio                      $     14,031,081       $     12,634,511
Expenses allocated to the Fund from Belvedere Company                           $      2,381,197              2,410,134
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to Belvedere Company
 from the Portfolio                                                             $     (7,321,051)      $     41,048,575
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to the Fund from
 Belvedere Company                                                              $     (1,353,089)      $      5,850,913
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to Belvedere
 Company from the Portfolio                                                     $   (280,637,975)      $    163,577,445
Net  change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to the Fund from
 Belvedere Company                                                              $    (36,552,996)      $     24,013,775
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of March 31, 2005 and 2004, the value of Belvedere Company's interest in
     the Portfolio  represents  67.7% and 63.9% of the  Portfolio's  net assets,
     respectively.
2)   As of March 31, 2005 and 2004, the Fund's  investment in Belvedere  Company
     represents 12.4% and 13.9% of Belvedere Company's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2005,  December  31,  2004 and March 31, 2004 and its  operations  for the three
months  ended March 31, 2005,  for the year ended  December 31, 2004 and for the
three months ended March 31, 2004 follows:
<TABLE>
<CAPTION>
                                                        March 31,            December 31,           March 31,
                                                          2005                   2004                 2004
                                                  ---------------------------------------------------------------
<S>                                               <C>                     <C>                  <C>
Investments, at value                             $18,468,165,880         $19,139,242,713      $18,003,359,532
Other assets                                          119,669,991             199,253,595           25,944,066
-----------------------------------------------------------------------------------------------------------------
Total assets                                      $18,587,835,871         $19,338,496,308      $18,029,303,598
-----------------------------------------------------------------------------------------------------------------
Loan payable - Line of Credit                     $     4,200,000         $             -      $             -
Securities sold short, at value                                 -             197,010,000                    -
Other liabilities                                         125,209                 343,906              254,697
-----------------------------------------------------------------------------------------------------------------
Total liabilities                                 $     4,325,209         $   197,353,906      $       254,697
-----------------------------------------------------------------------------------------------------------------
Net assets                                        $18,583,510,662         $19,141,142,402      $18,029,048,901
=================================================================================================================

                                       11
<PAGE>

Dividends and Interest                            $    77,449,217         $   292,265,206      $    62,101,320
-----------------------------------------------------------------------------------------------------------------
Investment advisor fee                            $    20,297,088         $    77,609,178      $    19,348,796
Other expenses                                            611,649               2,649,363              598,921
Total expense reductions                                  (59,259)                (26,706)                   -
-----------------------------------------------------------------------------------------------------------------
Net expenses                                      $    20,849,478         $    80,231,835      $    19,947,717
-----------------------------------------------------------------------------------------------------------------
Net investment income                             $    56,599,739         $   212,033,371      $    42,153,603
Net realized (loss) gain from investment
 transactions, securities sold short and
 foreign currency transactions                        (11,056,277)            152,422,840           64,894,806
Net change in unrealized appreciation
 (depreciation) of investments, securities
 sold short and foreign currency                     (422,252,722)          1,317,878,707          261,922,214
-----------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net assets from
 operations                                       $  (376,709,260)        $ 1,682,334,918      $   368,970,623
-----------------------------------------------------------------------------------------------------------------
</TABLE>
4    Interest Rate Swap Agreements

Belair Capital has entered into interest rate swap agreements with Merrill Lynch
Capital  Services,  Inc. 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.  Interest rate
swap agreements open at March 31, 2005 and December 31, 2004 are listed below.
<TABLE>
<CAPTION>
           Notional                                   Initial
            Amount                                    Optional       Final       Unrealized           Unrealized
Effective   (000's      Fixed         Floating      Termination   Termination  Appreciation at     Appreciation at
   Date    omitted)     Rate            Rate            Date         Date       March 31, 2005     December 31, 2004
----------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>         <C>                 <C>                      <C>                  <C>
  10/03    $ 20,000     4.045%      LIBOR + 0.30%          -         6/10        $   753,791          $  265,191
  10/03      61,500     4.865%      LIBOR + 0.30%        07/04       6/10            943,865             278,866
  10/03      75,000     4.795%      LIBOR + 0.30%        09/04       6/10          1,306,762             450,060
  10/03      42,000      4.69%      LIBOR + 0.30%        02/05       6/10            868,739             354,457
  10/03      49,000     4.665%      LIBOR + 0.30%        03/05       6/10          1,052,763             442,140
  10/03      35,330      4.18%      LIBOR + 0.30%        07/09       6/10          1,185,806             362,399
  02/04      95,952      5.00%      LIBOR + 0.30%        08/04       6/10          1,111,964             213,672
----------------------------------------------------------------------------------------------------------------------
Total      $378,782                                                              $ 7,223,690          $2,366,785
----------------------------------------------------------------------------------------------------------------------
</TABLE>

5    Debt

A  Credit  Facility -- On February 17, 2005, Belair  Capital  amended its credit
agreement  with  DrKW  Holdings,   Inc.  to  establish  a  borrowing   limit  of
$450,000,000  under that agreement.  Belair Capital used the proceeds from these
borrowings to finance the Fund's  investment in  Partnership  Preference  Units.
Borrowings under this credit  arrangement accrue interest at a rate of one-month
LIBOR plus 0.30% per annum. As of March 31, 2005,  outstanding  borrowings under
this credit arrangement totaled $450,000,000.

There were no changes to the terms of Belair  Capital's  credit  agreement  with
Merrill Lynch Mortgage Capital, Inc. during the quarter ended March 31, 2005. As
of March 31, 2005,  outstanding borrowings under this credit arrangement totaled
$44,000,000.

B  Mortgages -- In February  2005,  in  conjunction with the sale of Belair Real
Estate's  majority interest in Bel Residential (Note 2), the mortgage payable by
Bel  Residential  was  disposed  of.  At the time of the  transaction,  the loan
balance was $112,630,517.

                                       12
<PAGE>

6    Segment Information

Belair  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Company.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign  growth  companies  that are  considered by its  investment
adviser to be high in  quality  and  attractive  in their  long-term  investment
prospects.  Separate from its  investment in Belvedere  Company,  Belair Capital
invests in real estate assets through its subsidiary, Belair Real Estate. Belair
Real Estate invests  directly and indirectly in  Partnership  Preference  Units,
debt and  equity  investments  in  private  real  estate  companies  and in real
property through controlled  subsidiaries,  Bel Residential and Elkhorn Property
Trust (for the period during which Belair Real Estate  maintained an interest in
each of the controlled subsidiaries).

Belair Capital evaluates performance of the reportable segments based on the net
increase  (decrease) in net assets from  operations of the  respective  segment,
which  includes net  investment  income  (loss),  net  realized  gain (loss) and
unrealized   appreciation   (depreciation).   The  accounting  policies  of  the
reportable  segments are the same as those for Belair  Capital on a consolidated
basis. No reportable  segments have been aggregated.  Reportable  information by
segment is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended                                  Tax-Managed             Real
March 31, 2005                                            Growth Portfolio*         Estate               Total
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                  <C>
Revenue                                                     $  4,202,988         $ 11,974,434         $ 16,177,422
Interest expense on mortgages                                          -           (2,770,605)          (2,770,605)
Interest expense on Credit Facility                                    -           (3,039,147)          (3,039,147)
Operating expenses                                              (687,803)          (3,354,884)          (4,042,687)
Minority interest in net income of controlled
 subsidiaries                                                          -             (259,420)            (259,420)
---------------------------------------------------------------------------------------------------------------------
Net investment income                                       $  3,515,185         $  2,550,378         $  6,065,563
Net realized (loss) gain                                      (1,353,089)             560,693             (792,396)
Net change in unrealized appreciation (depreciation)         (36,552,996)           5,710,984          (30,842,012)
---------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net assets from operations
  of reportable segments                                    $(34,390,900)        $  8,822,055         $(25,568,845)
---------------------------------------------------------------------------------------------------------------------


For the Three Months Ended                                  Tax-Managed             Real
March 31, 2004                                            Growth Portfolio*         Estate               Total
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $  3,173,831         $ 14,034,549         $ 17,208,380
Interest expense on mortgage                                           -           (2,386,111)          (2,386,111)
Interest expense on Credit Facility                                    -           (1,570,627)          (1,570,627)
Operating expenses                                              (699,664)          (3,275,833)          (3,975,497)
Minority interest in net income of controlled
  subsidiary                                                           -             (110,236)            (110,236)
---------------------------------------------------------------------------------------------------------------------
Net investment income                                       $  2,474,167         $  6,691,742         $  9,165,909
Net realized gain (loss)                                       5,850,913             (652,252)           5,198,661
Net change in unrealized appreciation (depreciation)          24,013,775          (13,790,247)          10,223,528
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations
  of reportable segments                                    $ 32,338,855         $ (7,750,757)        $ 24,588,098
---------------------------------------------------------------------------------------------------------------------

                                       13
<PAGE>

                                                        Tax-Managed Growth          Real
At March 31, 2005                                           Portfolio*             Estate               Total
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $1,566,049,935       $513,356,224         $2,079,406,159
Segment liabilities                                              7,453,385        603,510,123            610,963,508
---------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments             $1,558,596,550       $(90,153,899)        $1,468,442,651
---------------------------------------------------------------------------------------------------------------------


At December 31, 2004
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $1,643,447,807       $ 557,178,367        $2,200,626,174
Segment liabilities                                                     19         655,203,581           655,203,600
---------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments             $1,643,447,788       $ (98,025,214)       $1,545,422,574
---------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Belair Capital invests  indirectly in Tax-Managed  Growth Portfolio through
     Belvedere Company.

The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:
<TABLE>
<CAPTION>
                                                                            Three Months Ended      Three Months Ended
                                                                              March 31, 2005          March 31, 2004
                                                                           ---------------------- -----------------------
<S>                                                                           <C>                       <C>
Revenue:
  Revenue from reportable segments                                            $  16,177,422             $ 17,208,380
  Unallocated amounts:
        Interest earned on cash not invested in the
               Portfolio or in subsidiaries                                          36,527                   52,694
                                                                          ---------------------- -----------------------
Total revenue                                                                 $  16,213,949             $ 17,261,074
                                                                          ---------------------- -----------------------

Net increase (decrease) in net assets from operations:

   Net (decrease) increase in net assets from operations of reportable
      segments                                                                $ (25,568,845)            $ 24,588,098
  Unallocated investment income:
         Interest earned on cash not invested in the
              Portfolio or in subsidiaries                                           36,527                   52,694
  Unallocated expenses (1):
       Servicing fees                                                              (137,005)                (167,543)
       Interest expense on Credit Facility                                         (228,753)                (100,253)
       Audit, tax and legal fees                                                    (89,604)                 (45,101)
       Other operating expenses                                                     (12,607)                 (12,747)
                                                                          ---------------------- -----------------------
Total net (decrease) increase in net assets from operations
                                                                              $ (26,000,287)            $ 24,315,148
                                                                          ---------------------- -----------------------
</TABLE>

(1)  Unallocated  expenses  represent costs incurred that pertain to the overall
     operation  of  Belair  Capital,  and do not  pertain  to  either  operating
     segment.
<TABLE>
<CAPTION>

                                                                             March 31, 2005           December 31, 2004
                                                                           -------------------- --- ----------------------
<S>                                                                             <C>                       <C>
Net assets:
  Net assets of reportable segments                                             $1,468,442,651            $ 1,545,422,574
  Unallocated amounts:
     Cash (1)                                                                        3,204,843                  3,721,215
     Short-term investments (1)                                                      2,275,000                  1,891,000
     Loan payable - Credit Facility (2)                                            (36,865,429)               (20,836,553)
     Other liabilities                                                                (176,364)                  (206,344)
                                                                           -------------------- --- ----------------------
Total net assets                                                               $ 1,436,880,701             $1,529,991,892
                                                                           -------------------- --- ----------------------
</TABLE>

(1)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents not invested in the Portfolio or real estate assets.

(2)  Unallocated amount of loan payable - Credit Facility represents  borrowings
     not specifically used to fund real estate investments.  Such borrowings are
     generally used to pay selling commissions,  organization expenses and other
     liquidity needs of the Fund.

                                       14
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION (MD&A) AND
RESULTS OF OPERATIONS.

The information in this report contains  forward-looking  statements  within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as "may," "will," "should,"  "might,"  "expect,"
"anticipate,"  "estimate,"  and similar  words,  although  some  forward-looking
statements are expressed differently.  The actual results of Belair Capital Fund
LLC  (the  Fund)  could   differ   materially   from  those   contained  in  the
forward-looking  statements due to a number of factors.  The Fund  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information,  future events,  or otherwise,  except as required by
applicable  law.  Factors  that could  affect the Fund's  performance  include a
decline in the U.S.  stock markets or in general  economic  conditions,  adverse
developments  affecting the real estate  industry,  or  fluctuations in interest
rates.

The following discussion should be read in conjunction with the Fund's unaudited
condensed consolidated financial statements and related notes in Item 1 above.

(a) RESULTS OF OPERATIONS.

Increases and decreases in the Fund's net asset value per share are based on net
investment  income (or loss) and  realized  and  unrealized  gains and losses on
investments.  The  Fund's  net  investment  income  (or loss) is  determined  by
subtracting  the  Fund's  total  expenses  from its  investment  income and then
deducting  the net  investment  income (or loss)  attributable  to the  minority
interest in controlled  subsidiaries of Belair Real Estate  Corporation  (Belair
Real Estate).  The Fund's  investment  income includes the net investment income
allocated  to the Fund  from  Belvedere  Capital  Fund  Company  LLC  (Belvedere
Company),  rental  income  from the  properties  owned by Belair  Real  Estate's
controlled  subsidiaries,  partnership income allocated to the  income-producing
preferred equity interests in real estate  operating  partnerships  (Partnership
Preference  Units)  owned  directly  or  indirectly  by Belair  Real  Estate and
interest  earned  on  the  Fund's  short-term  investments  (if  any).  The  net
investment income of Belvedere Company allocated to the Fund includes  dividends
and interest allocated to Belvedere Company by Tax-Managed Growth Portfolio (the
Portfolio)  less the expenses of Belvedere  Company  allocated to the Fund.  The
Fund's total expenses include the Fund's investment  advisory and administrative
fees,  servicing fees,  interest  expense from mortgages on properties  owned by
Belair Real Estate's  controlled  subsidiaries,  interest  expense on the Fund's
Credit  Facility  (described  in Item 2(b)  below),  property  management  fees,
property  taxes,  insurance,  maintenance  and other  expenses  relating  to the
properties  owned by Belair Real  Estate's  controlled  subsidiaries,  and other
miscellaneous  expenses. The Fund's realized and unrealized gains and losses are
the result of transactions in, or changes in value of, security investments held
through  the  Fund's  indirect  interest  (through  Belvedere  Company)  in  the
Portfolio,  real estate  investments held through Belair Real Estate, the Fund's
interest rate swap  agreements and any other direct  investments of the Fund, as
well as  periodic  payments  made by the Fund  pursuant  to  interest  rate swap
agreements.

Realized  and  unrealized   gains  and  losses  on  investments  have  the  most
significant  impact on the Fund's net asset value per share and result primarily
from sales of such  investments  and  changes  in their  underlying  value.  The
investments of the Portfolio  consist primarily of common stocks of domestic and
foreign growth  companies  that are  considered by its investment  adviser to be
high in quality and attractive in their long-term investment prospects.  Because
the  securities  holdings  of  the  Portfolio  are  broadly   diversified,   the
performance of the Portfolio cannot be attributed to one particular stock or one
particular  industry or market sector.  The performance of the Portfolio and the
Fund are substantially  influenced by the overall  performance of the U.S. stock
market,  as well as by the  relative  performance  versus the overall  market of
specific  stocks and classes of stocks in which the  Portfolio  maintains  large
positions.

MD&A AND RESULTS OF OPERATIONS  FOR THE QUARTER ENDED MARCH 31, 2005 COMPARED TO
THE QUARTER ENDED MARCH 31, 2004

PERFORMANCE  OF THE  FUND.(1)  The  Fund's  investment  objective  is to achieve
long-term,  after-tax  returns for  Shareholders.  Eaton Vance Management (Eaton
Vance),  as the Fund's  manager,  measures the Fund's  success in achieving  its
objective based on the investment  returns of the Fund,  using the S&P 500 Index
as the Fund's primary performance benchmark.  The S&P 500 Index is a broad-based
unmanaged  index of common stocks  widely used as a measure of U.S. stock market

(1)  Total  returns  are  historical  and  are  calculated  by  determining  the
     percentage  change in net asset  value with all  distributions  reinvested.
     Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that shares, when redeemed,  may be worth
     more or less than their original cost. The Portfolio's total return for the
     period  reflects  the total  return of  another  fund that  invests  in the
     Portfolio, adjusted for non-Portfolio expenses of that fund. Performance is
     for the  stated  time  period  only and is not  annualized;  due to  market
     volatility,  the Fund's  current  performance  may be lower or higher.  The
     performance  of the Fund and the  Portfolio  is  compared  to that of their
     benchmark,  the S&P 500 Index.  It is not possible to invest directly in an
     Index.

                                       15
<PAGE>
performance.  Eaton  Vance's  primary  focus in pursuing  total return is on the
Fund's common stock portfolio,  which consists of its indirect  interests in the
Portfolio.  In measuring the performance of the Fund's real estate  investments,
Eaton Vance considers whether, through current returns and changes in valuation,
the real estate  investments  achieve returns that over the long-term exceed the
cost of the borrowings  incurred to acquire such  investments and thereby add to
Fund returns.  The Fund has entered into interest rate swap  agreements to fix a
substantial  portion of the  borrowing  costs under the Credit  Facility used to
acquire equity in its real estate investments and to mitigate in part the impact
of interest rate changes on the Fund's net asset value.

The Fund's  total return was -1.71% for the quarter  ended March 31, 2005.  This
return  reflects a decrease in the Fund's net asset value per share from $126.88
to $122.30 and a  distribution  of $2.38 per share during the period.  The total
return of the S&P 500 Index was -2.15% over the same period.  The performance of
the Fund  exceeded  that of the  Portfolio  by  approximately  0.27%  during the
period.  Last year,  the Fund had a total  return  performance  of 1.60% for the
quarter  ended March 31, 2004.  This return  reflected an increase in the Fund's
net asset value per share from  $119.60 to $120.22 and a  distribution  of $1.28
per share during the period.  The S&P 500 Index had a total return of 1.69% over
the same period.  The  performance  of the Fund trailed that of the Portfolio by
approximately 0.52% during that period.

PERFORMANCE  OF THE  PORTFOLIO.  For the  quarter  ended  March  31,  2005,  the
Portfolio  had a total  return of -1.98%,  compared  to a total  return of 2.12%
during the  quarter  ended March 31,  2004.  The total  return of the  Portfolio
exceeded the total return of the S&P 500 Index by 0.17% in the first  quarter of
2005 and 0.43% in the first quarter of 2004. Although most U.S. public companies
have continued to demonstrate solid  profitability  and earnings growth,  market
performance  in the first  quarter  was  hampered by rising  interest  rates and
growing  inflation  fears amid  resurging oil prices.  As expected,  the Federal
Reserve raised the federal funds target rate to 2.75%,  the seventh  increase in
this  short-term  interest rate  benchmark  since June of last year.  During the
quarter,  investors favored  defensive,  higher-yielding  stocks over cyclicals,
technology  stocks and other  high  volatility  stocks.  The  tech-heavy  NASDAQ
Composite Index lost over 8% during the quarter.

Utilities  and  energy  were the best  performing  sectors of the S&P 500 Index,
while  telecommunications  and technology were the poorest  performing  sectors.
Market leading  industries in the first quarter  included:  oil and gas,  health
care  providers  and  personal  products.  In contrast,  information  technology
consulting,  auto  manufacturers  and  multi-line  insurers were among the worst
performing industry groups.

The  Portfolio's  relative  performance  versus  the S&P 500  Index  was  driven
primarily by industry and sector  exposure and stock  selection.  The  Portfolio
benefited from the continued  overweighting of the energy sector, as oil and gas
related investments  advanced during the quarter on rising commodity prices. The
Portfolio's  relative  performance also benefited from underweight  positions in
the lagging  information  technology  and  telecommunication  sectors.  Relative
performance was adversely affected by an overweighting of the lagging industrial
sector  and an  underweighting  of the  utilities  sector,  which  was among the
strongest performers in a defensive market. Favorable stock selection within the
thrift bank,  media and catalog  retailer  industries was also beneficial to the
overall results.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held through Belair Real Estate.  As of March 31, 2005, real estate  investments
included an interest in a real estate joint venture (Real Estate Joint Venture),
Elkhorn  Property Trust  (Elkhorn),  and a portfolio of  Partnership  Preference
Units. Elkhorn owns industrial  distribution  properties.  On February 17, 2005,
Belair Real Estate sold its interest in a second Real Estate Joint Venture,  Bel
Residential  Properties  Trust (Bel  Residential),  to another  fund  advised by
Boston  Management  and  Research  (Boston  Management),  Belair  Real  Estate's
manager.  Belair Real Estate recognized a gain of approximately  $2.3 million on
the sale.  As of March 31,  2005,  the  estimated  fair value of the Fund's real
estate   investments   represented  23.9%  of  the  Fund's  total  assets  on  a
consolidated basis. After adjusting for the minority interest in the Real Estate
Joint  Venture,  the Fund's real  estate  investments  represented  32.5% of the
Fund's net assets as of March 31, 2005.

During  the  quarter  ended  March 31,  2005,  rental  income  from real  estate
operations was approximately $6.6 million compared to approximately $5.5 million
for the quarter  ended March 31, 2004,  an increase of $1.1 million or 20%. This
increase in rental income was due to Belair Real Estate's ownership of interests
in two Real Estate Joint  Ventures for much of the quarter  ended March 31, 2005
compared to an ownership  interest in only one Real Estate Joint Venture  during
the quarter  ended March 31,  2004.  During the  quarter  ended March 31,  2004,
rental income decreased due to reduced apartment rental rates and increased rent
concessions at the multifamily properties owned by Bel Residential.

During the quarter  ended  March 31,  2005,  property  operating  expenses  were
approximately  $2.2  million  compared  to  approximately  $2.5  million for the
quarter  ended  March 31,  2004,  a decrease  of $0.3  million or 12%  (property
operating  expenses are before certain operating  expenses of Belair Real Estate
of  approximately  $1.1  million for the  quarter  ended March 31, 2005 and $0.8
million  for the  quarter  ended  March 31,  2004).  The  decrease  in  property
operating  expenses  was  principally  due to Belair Real  Estate's  sale of its

                                       16
<PAGE>
interests in Bel  Residential  during the quarter ended March 31, 2005 offset in
part  by the  operating  expenses  of  properties  owned  by  Elkhorn.  Property
operating  expenses  for the quarter  ended  March 31,  2004 were  substantially
unchanged from the quarter ended March 31, 2003.

For many industrial distribution  properties,  reduced rent levels are likely to
continue over the near term as above-market leases mature and space is re-leased
at  current  market  rates.  Boston  Management  expects  that  improvements  in
industrial  distribution  property  operating  performance  will  occur over the
longer term.

At March 31, 2005,  the estimated fair value of the real  properties  indirectly
held through Belair Real Estate was  approximately  $172.1  million  compared to
approximately  $158.7 million at March 31, 2004, a net increase of $13.4 million
or 8%. The net increase in estimated  real property  values at March 31, 2005 as
compared to March 31, 2004  resulted from Belair Real  Estate's  acquisition  of
Elkhorn  in the  third  quarter  of  2004,  offset  in part  by its  sale of Bel
Residential  in February  2005.  The modest  increase in estimated real property
values at March 31, 2004 resulted from lower capitalization  rates, which offset
the impact on property values of lower near-term income expectations.

Despite  weak real estate  operating  conditions  over the past  several  years,
property values in the U.S. have remained stable or increased  modestly as lower
near-term  property  earning  expectations  have  generally been offset by lower
capitalization   and  discount   rates   applied  in  valuing  the   properties.
Capitalization  rates and discount rates, terms commonly used in the real estate
industry,  are the rate of return  percentages  applied  to actual or  projected
income levels to estimate the value of real estate investments.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
appreciation  of the estimated  fair value of its other real estate  investments
(which includes  Elkhorn) of  approximately  $0.2 million compared to unrealized
depreciation  of  approximately  $2.0 million during the quarter ended March 31,
2004.  Net  unrealized  appreciation  of  approximately  $0.2 million during the
quarter  ended  March 31,  2005  consisted  of  approximately  $1.6  million  of
unrealized  appreciation  in the value of the  properties of Elkhorn,  offset in
part by the  reclassification of previously recorded unrealized  appreciation as
realized gains in the amount of $1.4 million of Belair Real Estate's interest in
Bel Residential during the quarter.

During the quarter ended March 31, 2005,  Belair Real Estate sold certain of its
Partnership  Preference Units totaling  approximately $0.4 million (representing
sales to other investment funds advised by Boston Management), recognizing a net
loss of approximately $4,000 on the transactions. During the quarter ended March
31, 2005, Belair Real Estate also acquired  interests in additional  Partnership
Preference Units (representing  acquisitions from other investment funds advised
by Boston Management) for a total of approximately  $115.8 million. At March 31,
2005,  the estimated fair value of Belair Real Estate's  Partnership  Preference
Units totaled  approximately  $319.9 million  compared to  approximately  $311.4
million  at March 31,  2004,  a net  increase  of $8.5  million  or 3%.  The net
increase in value was principally due to more Partnership  Preference Units held
at March 31, 2005 compared to March 31, 2004. The decrease in value at March 31,
2004 as  compared  to March 31, 2003 was  principally  due to fewer  Partnership
Preference  Units held. The decrease also reflected the lower per unit values of
Partnership  Preference  Units held at March 31, 2004 due to their lower average
coupon rates.  In the current low interest rate  environment,  issuers have been
redeeming Partnership  Preference Units as Belair Real Estate's call protections
expire or restructuring the terms of outstanding Partnership Preference Units in
advance  of  their  call  dates.  As  a  result,  many  of  the  higher-yielding
Partnership  Preference  Units held by Belair Real Estate on March 31, 2004 were
no longer held at March 31, 2005.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
appreciation of the estimated fair value of its Partnership  Preference Units of
approximately   $0.6  million   compared  to  net  unrealized   depreciation  of
approximately  $7.0 million  during the quarter  ended March 31,  2004.  The net
unrealized  appreciation of approximately  $0.6 million during the quarter ended
March 31,  2005  occurred  as a result of  increases  in the per unit  values of
Partnership  Preference  Units held by Belair Real Estate at March 31, 2005. The
net  unrealized  depreciation  in the  first  quarter  of 2004  of $7.0  million
consisted of  approximately  $3.3 million of unrealized  depreciation  resulting
from decreases in per unit values of the  Partnership  Preference  Units held by
Belair  Real  Estate  at  March  31,  2004 and  approximately  $3.7  million  of
unrealized  depreciation  resulting  from  the  reclassification  of  previously
recorded  unrealized  appreciation as realized gains due to sales of Partnership
Preference Units during the quarter ended March 31, 2004.

Distributions from Partnership  Preference Units for the quarter ended March 31,
2005 totaled  approximately  $5.3 million compared to approximately $8.5 million
for the quarter  ended March 31,  2004,  a decrease of $3.2  million or 38%. The
decrease  was  principally  due to fewer  Partnership  Preference  Units held on
average  during the  quarter  as well as to lower  average  distribution  rates.
Distributions from Partnership  Preference Units for the quarter ended March 31,

                                       17
<PAGE>
2004 compared to March 31, 2003  decreased due to fewer  Partnership  Preference
Units held on average,  as well as to lower average  distribution  rates for the
Partnership Preference Units held during the quarter ended March 31, 2004.

PERFORMANCE  OF INTEREST RATE SWAP  AGREEMENTS.  For the quarter ended March 31,
2005,  net  realized  and  unrealized  gains on the  Fund's  interest  rate swap
agreements  totaled  approximately  $3.1  million,  compared to net realized and
unrealized losses of approximately  $7.9 million for the quarter ended March 31,
2004. Net realized and unrealized  gains on swap agreements in 2005 consisted of
$4.9  million  of  net  unrealized  gains  due  to  changes  in  swap  agreement
valuations,  offset by $1.8  million  of  periodic  payments  made  pursuant  to
outstanding  swap  agreements (and classified as net realized losses on interest
rate swap  agreements).  For the quarter ended March 31, 2004,  the Fund had net
unrealized  losses of $4.9 million due to swap agreement  valuation  changes and
$3.0 million of swap agreement  periodic  payments.  The positive impact on Fund
performance  for the quarter ended March 31, 2005 from changes in swap agreement
valuations was attributable to an increase in swap rates during the period.  The
negative  impact on Fund  performance  for the quarter ended March 31, 2004 from
changes  in swap  valuations  was due  primarily  due to a decline in swap rates
during the period.

(b) LIQUIDITY AND CAPITAL RESOURCES.

OUTSTANDING BORROWINGS.  The Fund has entered into credit arrangements with DrKW
Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,  Inc.  (collectively,  the
Credit  Facility)  primarily to finance the Fund's real estate  investments  and
will  continue to use the Credit  Facility for such  purpose in the future.  The
Credit  Facility may also be used for other  purposes,  including  any liquidity
needs of the Fund.  In the future,  the Fund may increase the size of the Credit
Facility  (subject to lender  consent) and the amount of outstanding  borrowings
thereunder.  As of March 31, 2005, the Fund had outstanding borrowings of $494.0
million and $56.0 million of unused loan commitments  under the Credit Facility.
During the quarter  ended March 31, 2005,  the Fund  amended its loan  agreement
with DrKW  Holdings,  Inc. to establish a borrowing  limit of $450 million under
that agreement.

The Fund has  entered  into  interest  rate swap  agreements  with  respect to a
substantial  portion of its real estate  investments and associated  borrowings.
Pursuant  to  these  agreements,   the  Fund  makes  periodic  payments  to  the
counterparty at predetermined fixed rates in exchange for floating-rate payments
that  fluctuate  with  one-month  LIBOR.  During  the  terms of the  outstanding
interest  rate  swap  agreements,  changes  in  the  underlying  values  of  the
agreements are recorded as unrealized appreciation or depreciation.  As of March
31,  2005,  the  unrealized  appreciation  related  to the  interest  rate  swap
agreements was approximately $7.2 million.  As of March 31, 2004, the unrealized
depreciation related to the interest rate swap agreements was approximately $3.2
million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST  RATE RISK.  The Fund's  primary  exposure to interest rate risk arises
from its real estate  investments  that are  financed by the Fund with  floating
rate  borrowings  under the Credit Facility and by fixed-rate  secured  mortgage
debt obligations of the Real Estate Joint Ventures. Partnership Preference Units
are fixed rate  instruments  whose values will generally  decrease when interest
rates  rise and  increase  when  interest  rates  fall.  The  interest  rates on
borrowings  under the Credit  Facility are reset at regular  intervals  based on
one-month  LIBOR. The Fund has entered into interest rate swap agreements to fix
the cost of a substantial  portion of its borrowings  under the Credit  Facility
used to acquire  equity in real estate  investments  and to mitigate in part 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  one-month
LIBOR. The Fund's interest rate swap agreements will generally increase in value
when interest  rates rise and decrease in value when interest rates fall. 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 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 and Note 5
to the Fund's unaudited condensed  consolidated  financial  statements in Item 1
above.

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                        Interest Rate Sensitivity
                                                     Cost, Principal (Notional) Amount
                                                 by Contractual Maturity and Callable Date
                                                  for the Twelve Months Ended March 31,*

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                             2006      2007      2008       2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>            <C>              <C>             <C>             <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                                                   $135,000,000    $135,000,000    $136,700,000

Average interest rate                                                                          5.67%           5.67%
------------------------
Variable-rate Credit
Facility                                                                               $494,000,000    $494,000,000    $494,000,000

Average interest rate                                                                          3.18%           3.18%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
financial instruments:
------------------------
Pay fixed/receive
variable interest rate
swap agreements                                                                        $378,782,000    $378,782,000    $  7,223,690

Average pay rate                                                                               4.73%           4.73%

Average receive rate                                                                           3.17%           3.17%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
Camden Operating, L.P.,
7% Series B Cumulative
Redeemable Perpetual
Preferred Units,
Callable 12/2/08,
Current Yield: 7.01%                                   $ 4,161,360                                     $  4,161,360    $  3,995,200

Colonial Realty
Limited Partnership,
7.25% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
8/24/09, Current
Yield: 7.17%                                           $35,205,087                                     $ 35,205,087    $ 37,436,600

Essex Portfolio, L.P.,
7.875%  Series D
Cumulative Redeemable
Preferred Units,
Callable 7/28/10,
Current Yield: 7.72%                                                                   $ 28,232,050    $ 28,232,050    $ 28,064,630

                                       19
<PAGE>

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                             2006      2007      2008       2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
Kilroy Realty, L.P.,
7.45% Series A Cumulative
Redeemable Preferred
Units, Callable 9/30/09,
Current Yield: 7.80%                                                  $43,574,145                      $ 43,574,145    $ 42,524,556

Liberty Property L.P.,
7.45% Series B Cumulative
Redeemable Preferred
Units, Callable 8/31/09,
Current Yield: 7.16%                                                  $38,002,560                      $ 38,002,560    $ 39,260,000

MHC Operating Limited
Partnership, 8.0625%
Series D Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 7.89%                                                  $50,000,000                      $ 50,000,000    $ 51,120,000

National Golf
Operating Partnership,
L.P., 11% Series A
Cumulative Redeemable
Preferred Units,
Callable 2/6/03,
Current Yield: 10.91%     $31,454,184                                                                  $ 31,454,184    $ 33,299,889

National Golf
Operating Partnership,
L.P., 11% Series B
Cumulative Redeemable
Preferred Units,
Callable 2/6/03,
Current Yield: 10.91%     $ 5,000,000                                                                  $  5,000,000    $  5,042,000

PSA Institutional
Partners, L.P., 6.40%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 6.64%                                                  $37,541,670                      $ 37,541,670    $ 36,165,000

Regency Centers, L.P.,
7.45% Series D
Cumulative Redeemable
Preferred Units,
Callable
9/29/09, Current
Yield: 7.14%                                                          $19,310,868                      $ 19,310,868    $ 18,788,400

Vornado Realty, L.P.,
7% Series D-10
Cumulative Redeemable
Preferred Units,
Callable 11/17/08,
Current Yield:                                         $23,491,580                                     $ 23,491,580    $ 24,196,996
6.94%(1)
------------------------
Note Receivable:
------------------------

                                       20
<PAGE>

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                             2006      2007      2008       2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
Fixed-rate note
receivable, 8%
                                                                                       $  2,070,580    $  2,070,580    $  2,443,396
</TABLE>
*    The amounts listed  reflect the Fund's  positions as of March 31, 2005. The
     Fund's current positions may differ.

(1)  Belair Real Estate's interest in these Partnership Preference Units is held
     in whole or in part through Bel Holdings LLC.

ITEM 4. CONTROLS AND PROCEDURES.

Eaton Vance, as the Fund's manager,  evaluated the  effectiveness  of the Fund's
disclosure  controls and  procedures  (as defined by Rule  13a-15(e) of the 1934
Act) as of the end of the period covered by this report,  with the participation
of the Fund's Chief Executive  Officer and Chief Financial  Officer.  The Fund's
disclosure  controls and procedures are the controls and other  procedures  that
the Fund designed to ensure that it records,  processes,  summarizes and reports
in a timely manner the  information  that the Fund must disclose in reports that
it files or submits to the  Securities  and Exchange  Commission.  Based on that
evaluation,  the Fund's  Chief  Executive  Officer and Chief  Financial  Officer
concluded  that,  as of March 31,  2005,  the  Fund's  disclosure  controls  and
procedures  were  effective.  During the quarter,  the Fund  adopted  additional
internal  controls  relating  to its  real  estate  investments,  including  the
establishment  of a valuation  committee  to oversee the  implementation  of the
valuation  policies  relating to the Fund's  real estate and other  investments.
There were no other  changes  in the  Fund's  internal  control  over  financial
reporting  that  occurred  during the  quarter  ended  March 31,  2005 that have
materially  affected or are reasonably likely to materially  affect,  the Fund's
internal control over financial reporting.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance.  The Fund's Chief  Executive  Officer and
Chief  Financial  Officer  intend to report to the Board of  Directors  of Eaton
Vance, Inc. (the sole trustee of Eaton Vance) any significant  deficiency in the
design or operation of internal  control over  financial  reporting  which could
adversely  affect the Fund's  ability to record,  process,  summarize and report
financial data, and any fraud, whether or not material, that involves management
or other employees who have a significant  role in the Fund's  internal  control
over financial reporting.

Effective April 15, 2005,  Eaton Vance appointed James L. O'Connor interim Chief
Financial Officer to serve during Michelle A. Green's maternity leave,  which is
expected to continue for three to four months.

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Although in the  ordinary  course of  business,  the Fund and its  directly  and
indirectly controlled subsidiaries may become involved in legal proceedings, the
Fund is not aware of any material pending legal proceedings to which any of them
is subject.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31, 2004,  shares of the Fund may be redeemed by Fund  shareholders  on
any business  day.  Redemptions  are met at the net asset value per share of the
Fund.

                                       21
<PAGE>
The right to redeem is available to all  shareholders  and all outstanding  Fund
shares are eligible.  During each month in the quarter ended March 31, 2005, the
total  number of shares  redeemed  and the average  price paid per share were as
follows:

                            Total No. of Shares    Average Price Paid
Month Ended                     Redeemed(1)             Per Share
-----------------------------------------------------------------------
January 31, 2005                 46,390.421              $122.31
-----------------------------------------------------------------------
February 28, 2005               247,777.239              $123.77
-----------------------------------------------------------------------
March 31, 2005                  120,781.840              $125.54
-----------------------------------------------------------------------
Total                           414,949.500              $124.55
-----------------------------------------------------------------------

(1)  All shares  redeemed  during the  periods  were  redeemed  at the option of
     shareholders  pursuant to the Fund's  redemption  policy.  The Fund has not
     announced  any plans or programs  to  repurchase  shares  other than at the
     option of shareholders.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were submitted to a vote of security  holders during the three months
ended March 31, 2005.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a) The following is a list of all exhibits filed as part of this Form 10-Q:

4.1(b)    Amendment  No. 2 dated  February  17,  2005 to the  Loan and  Security
          Agreement between Belair Capital Fund LLC and DrKW Holdings, Inc.

31.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

     None.

                                       22
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 10, 2005.




                                BELAIR CAPITAL FUND LLC


                                /s/ James L. O'Connor
                                ---------------------
                                James L. O'Connor
                                Chief Financial Officer
                                (Duly Authorized Officer and
                                Principal Financial Officer)




                                       23
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

4.1(b)    Amendment  No. 2 dated  February  17,  2005 to the  Loan and  Security
          Agreement between Belair Capital Fund LLC and DrKW Holdings, Inc.

31.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

31.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002




                                       24