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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2003
                          Commission File No. 000-25767


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


    Massachusetts                                         04-3404037
    -------------                           ------------------------------------
(State of organization)                     (I.R.S. Employer Identification No.)


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


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


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


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). YES  X   NO
                                                ---     ---


<PAGE>
                             Belair Capital Fund LLC
                               Index to Form 10-Q

PART I - FINANCIAL INFORMATION                                              Page

Item 1.   Condensed Consolidated Financial Statements..........................3

          Condensed  Consolidated  Statements  of Assets and
          Liabilities  as of March 31, 2003 (Unaudited)
          and December 31, 2002................................................3

          Condensed  Consolidated  Statements of Operations
          (Unaudited) for the Three Months Ended March 31, 2003
          and 2002.............................................................4

          Condensed Consolidated Statements of Changes in Net Assets
          (Unaudited) for the  Three  Months  Ended  March  31,  2003
          and  2002............................................................6

          Condensed  Consolidated  Statements of Cash Flows
          (Unaudited) for the Three Months Ended March 31, 2003 and 2002 ......7

          Financial Highlights  (Unaudited) for the Three Months
          Ended March 31, 2003.................................................9

          Notes to Condensed  Consolidated  Financial Statements
          as of March 31, 2003 (Unaudited)....................................10


Item 2.   Management's  Discussion  and  Analysis  of  Financial
          Condition  and Results of Operations................................14

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

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

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings...................................................22

Item 2.   Changes in Securities and Use of Proceeds...........................22

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 and Reports on Form 8-K....................................22

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

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002......24

EXHIBIT INDEX.................................................................26

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

BELAIR  CAPITAL  FUND  LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                   March 31,
                                                                                     2003              December 31,
                                                                                  (Unaudited)              2002
                                                                             ---------------------  -------------------
<S>                                                                               <C>                  <C>
Assets:
     Investment in Belvedere Capital Fund Company LLC
        (Belvedere Capital)                                                       $ 1,294,107,014      $ 1,361,415,813
     Investment in Partnership Preference Units                                       411,355,658          391,195,982
     Investment in other real estate investments                                      161,116,161          157,492,935
     Short-term investments                                                             1,431,070            3,426,881
                                                                             ---------------------  -------------------
Total investments                                                                 $ 1,868,009,903      $ 1,913,531,611
     Cash                                                                               5,266,364           16,067,430
     Escrow deposits - restricted                                                          80,503            1,073,943
     Receivable for investments sold                                                            -            4,952,435
     Dividends and interest receivable                                                  4,780,597            5,327,452
     Other assets                                                                       1,212,631            1,285,939
                                                                             ---------------------  -------------------
Total assets                                                                      $ 1,879,349,998      $ 1,942,238,810
                                                                             ---------------------  -------------------

Liabilities:
     Loan payable - Credit Facility                                               $   530,769,000      $   540,769,000
     Mortgages payable                                                                112,630,517          112,630,517
     Payable for Fund Shares redeemed                                                   1,483,894                    -
     Special Distributions payable                                                            790                    -
     Open interest rate swap contracts, at value                                       15,125,685           21,367,938
     Swap interest payable                                                              4,072,962            5,029,500
     Security deposits                                                                    402,184              403,844
     Accrued expenses:
        Interest expense                                                                1,691,923            1,787,051
        Property taxes                                                                    820,775              705,965
        Other expenses and liabilities                                                    687,936              706,227
     Minority interests in controlled subsidiaries                                     12,854,121           13,031,112
                                                                             ---------------------  -------------------
Total liabilities                                                                 $   680,539,787      $   696,431,154
                                                                             ---------------------  -------------------

Net assets                                                                        $ 1,198,810,211      $ 1,245,807,656

Shareholders' Capital
                                                                             ---------------------  -------------------
     Shareholders' capital                                                        $ 1,198,810,211      $ 1,245,807,656
                                                                             ---------------------  -------------------

Shares Outstanding                                                                     13,421,371           13,485,660
                                                                             ---------------------  -------------------

Net Asset Value and Redemption Price Per Share                                    $         89.32      $         92.38
                                                                             ---------------------  -------------------
</TABLE>
            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                            Three Months               Three Months
                                                                                Ended                      Ended
                                                                              March 31,                  March 31,
                                                                                2003                       2002
                                                                         --------------------        ------------------
<S>                                                                            <C>                        <C>
 Investment Income:
     Dividends allocated from Belvedere Capital
        (net of foreign taxes of $59,957,
         and $25,004, respectively)                                            $   4,921,576              $  4,644,360
     Interest allocated from Belvedere Capital                                        91,847                   155,139
     Expenses allocated from Belvedere Capital                                    (2,002,351)               (2,686,212)
                                                                         --------------------        ------------------
     Net investment income allocated from
         Belvedere Capital                                                     $   3,011,072              $  2,113,287
     Dividends from Partnership Preference Units                                   9,652,791                 8,737,175
     Rental income                                                                 5,584,172                11,507,916
     Interest                                                                         46,219                    34,146
                                                                         --------------------        ------------------
 Total investment income                                                       $  18,294,254              $ 22,392,524
                                                                         --------------------        ------------------

 Expenses:
     Investment advisory and administrative fees                               $   1,284,962              $  1,633,322
     Property management fees                                                        222,627                   463,247
     Servicing fees                                                                  115,814                   168,093
     Interest expense on Credit Facility                                           2,548,872                 3,390,594
     Interest expense on mortgages                                                 2,386,111                 4,363,735
     Interest expense on swap contracts                                            5,087,071                 7,360,327
     Property and maintenance expenses                                             1,550,253                 2,611,475
     Property taxes and insurance                                                    754,647                 1,448,970
     Amortization of deferred expenses                                                 9,099                    27,064
     Miscellaneous                                                                   126,598                   272,146
                                                                         --------------------        ------------------
 Total expenses                                                                $  14,086,054              $ 21,738,973
                                                                         --------------------        ------------------
 Net investment income before minority
     interests in net income of controlled subsidiaries                        $   4,208,200              $    653,551
 Minority interests in net income of controlled
     subsidiaries                                                                   (172,159)                 (660,952)
                                                                         --------------------        ------------------
 Net investment income (loss)                                                  $   4,036,041              $     (7,401)
                                                                         --------------------        ------------------
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                              Three Months             Three Months
                                                                                  Ended                    Ended
                                                                               March 31,                 March 31,
                                                                                  2003                     2002
                                                                         -----------------------     ------------------
<S>                                                                              <C>                     <C>
Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
      Investment transactions from Belvedere
          Capital (identified cost basis)                                        $    (5,896,539)        $  (11,269,064)
      Investment transactions in Partnership
          Preference Units (identified cost basis)                                            92               (614,855)
      Termination of interest rate swap contracts                                     (2,021,608)                     -
                                                                         -----------------------     ------------------
 Net realized loss                                                               $   ( 7,918,055)        $  (11,883,919)
                                                                         -----------------------     ------------------
 Change in unrealized appreciation (depreciation) -
      Investment in Belvedere Capital (identified cost basis)                    $   (61,019,845)        $   22,404,942
      Investments in Partnership Preference
         Units (identified cost basis)                                                24,137,176             (2,035,172)
      Investment in other real estate investments
         (net of minority interests in unrealized loss of
         controlled subsidiaries of $349,150 and $468,914,
         respectively)                                                                  (433,145)              (468,914)
      Interest rate swap contracts                                                     6,242,253              7,519,210
                                                                         -----------------------     ------------------
 Net change in unrealized appreciation (depreciation)                            $   (31,073,561)        $   27,420,066
                                                                         -----------------------     ------------------

 Net realized and unrealized gain (loss)                                         $   (38,991,616)        $   15,536,147
                                                                         -----------------------     ------------------

 Net (decrease) increase in net assets from operations                           $   (34,955,575)        $   15,528,746
                                                                         =======================     ==================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                           Three Months        Three Months
                                                                               Ended               Ended
                                                                          March 31, 2003      March 31, 2002
                                                                        -------------------  ------------------
<S>                                                                         <C>                 <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                           $    4,036,041      $       (7,401)
     Net realized loss on investment transactions                               (7,918,055)        (11,883,919)
     Net change in unrealized appreciation (depreciation) of
         investments                                                           (31,073,561)         27,420,066
                                                                        -------------------  ------------------
 Net (decrease) increase in net assets from operations                      $  (34,955,575)     $   15,528,746
                                                                        -------------------  ------------------

 Transactions in Fund Shares -
     Net asset value of Fund Shares issued to Shareholders in
          payment of distributions declared                                 $    2,954,974      $            -
     Net asset value of Fund Shares redeemed                                    (8,388,081)        (12,169,664)
                                                                        -------------------  ------------------
 Net decrease in net assets from Fund Share transactions                    $   (5,433,107)     $  (12,169,664)
                                                                        -------------------  ------------------

 Distributions -
     Distributions to Shareholders                                          $   (6,607,973)     $            -
     Special distributions to Shareholders                                            (790)                  -
                                                                        -------------------  ------------------
 Total distributions                                                        $   (6,608,763)     $            -
                                                                        -------------------  ------------------

 Net (decrease) increase in net assets                                      $  (46,997,445)     $    3,359,082

 Net assets:
     At beginning of period                                                 $1,245,807,656      $1,687,637,826
                                                                        -------------------  ------------------
     At end of period                                                       $1,198,810,211      $1,690,996,908
                                                                        ===================  ==================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                           Three Months        Three Months
                                                                                              Ended                Ended
                                                                                            March 31,           March 31,
                                                                                              2003                 2002
                                                                                        ------------------  -------------------
<S>                                                                                          <C>                 <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                        $ (34,955,575)      $  15,528,746
  Adjustments to reconcile net (decrease) increase in net assets from operations
     to net cash flows from operating activities -
         Amortization of debt issuance costs                                                        40,580              58,891
         Amortization of deferred expenses                                                           9,099              27,064
         Net investment income allocated from Belvedere Capital                                 (3,011,072)         (2,113,287)
         Decrease (increase) in dividends and interest receivable                                  546,855          (4,720,086)
         Decrease (increase) in escrow deposits                                                    993,440              (5,390)
         Decrease in receivable for investments sold                                             4,952,435                   -
         Increase in interest receivable from other real estate investment                         (24,234)                  -
         Decrease in other assets                                                                   23,629              50,140
         (Decrease) increase in interest payable for open swap contracts                          (956,538)            320,357
         Increase (decrease) in accrued property taxes                                             114,810            (646,317)
         Decrease in security deposits, accrued interest and accrued other
              expenses and liabilities                                                            (115,079)           (324,680)
         Improvements to rental property                                                          (403,695)           (352,227)
         Proceeds from sale of Partnership Preference Units                                              -          18,708,343
         Net (increase) decrease in investment in Belvedere Capital                             (3,500,002)            929,970
         Payment for terminated interest swap contracts                                         (2,021,608)                  -
         Decrease in short-term investments                                                      1,995,811           4,559,775
         Decrease in minority interest                                                                   -             (52,500)
         Minority interests in net income of controlled subsidiaries                               172,159             660,952
         Net realized loss on investment transactions                                            7,918,055          11,883,919
         Net change in unrealized (appreciation) depreciation of investments                    31,073,561         (27,420,066)
                                                                                        ------------------  ---------------------
Net cash flows from operating activities                                                     $   2,852,631       $  17,093,604

Cash Flows From (For) Financing Activities -
         Repayment of Credit Facility                                                        $ (10,000,000)      $ (15,000,000)
         Payments for Fund Shares redeemed                                                            (698)         (1,749,112)
         Distributions paid to Shareholders                                                     (3,652,999)           (823,154)
                                                                                        ------------------  ---------------------
Net cash flows for financing activities                                                      $ (13,653,697)      $ (17,572,266)

Net decrease in cash                                                                         $ (10,801,066)      $    (478,662)

Cash at beginning of period                                                                  $  16,067,430       $   6,540,394
                                                                                        ------------------  ---------------------
Cash at end of period                                                                        $   5,266,364       $   6,061,732
                                                                                        ==================  =====================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                           Three Months        Three Months
                                                                                              Ended                Ended
                                                                                            March 31,           March 31,
                                                                                              2003                 2002
                                                                                        ------------------  -------------------
<S>                                                                                          <C>                  <C>
Supplemental Disclosure and Non-cash Investing and
  Financing Activities-
        Interest paid for loan - Credit Facility                                             $  2,579,816         $  3,813,353
        Interest paid for swap contracts                                                     $  6,043,609         $  7,039,970
        Interest paid for mortgages                                                          $  2,345,531         $  4,304,844
        Market value of securities distributed in payment of redemptions                     $  6,903,489         $ 10,420,552
        Partnership Preference Units exchanged for a real estate equity
          investment and an investment in note receivable                                    $ (3,977,592)        $          -
        Market value of real estate equity investment                                        $  1,907,012         $          -
        Investment in note receivable                                                        $  2,070,580         $          -
</TABLE>

            See notes to condensed consolidated financial statements

                                       8
<PAGE>
BELAIR CAPITAL FUND LLC as of March 31, 2003
Condensed Consolidated Financial Statements  (Continued)

<TABLE>
FINANCIAL HIGHLIGHTS (UNAUDITED)
For the Three Months Ended March 31, 2003

----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>
Net asset value - Beginning of period                                                $                               92.380
----------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
----------------------------------------------------------------------------------------------------------------------------
Net investment income (5)                                                            $                                0.299
Net realized and unrealized loss                                                                                     (2.869)
----------------------------------------------------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                                           $                               (2.570)
----------------------------------------------------------------------------------------------------------------------------

DISTRIBUTIONS
----------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                        $                               (0.490)
Special distributions to Shareholders (9)                                                                             0.000
----------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                                                  $                               (0.490)
----------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD                                                      $                               89.320
----------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN (1)                                                                                                      (2.81)%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                                                            AS A PERCENTAGE          AS A PERCENTAGE
                                                                            OF AVERAGE NET          OF AVERAGE GROSS
RATIOS                                                                        ASSETS (4)              ASSETS (2)(4)
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                    <C>                    <C>
Expenses of  Consolidated Real Property Subsidiaries
       Interest and other borrowing costs (3)                                    0.59% (8)              0.39% (8)
       Operating expenses (3)                                                    0.63% (8)              0.42% (8)
Belair Capital Fund LLC Expenses
       Interest and other borrowing costs (6)                                    2.56% (8)              1.70% (8)
       Investment advisory and administrative fees,
          servicing fees and other Fund operating expenses (6)(7)                1.18% (8)              0.78% (8)
                                                                               ---------------------------------------------
Total expenses                                                                   4.96% (8)              3.29% (8)

Net investment income                                                            1.36% (8)              0.90% (8)
----------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                         $1,198,810
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)                                         4%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  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.
(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belair  Capital Fund LLC (Belair  Capital) (not including its investment
     in Belair Real Estate Corporation  (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  and
     liabilities of Belair Real Estate's controlled  subsidiaries are reduced by
     the  proportionate  interests  therein of investors  other than Belair Real
     Estate.
(3)  Includes Belair Real Estate's  proportional  share of expenses  incurred by
     its majority-owned subsidiaries.
(4)  For the purpose of  calculating  ratios,  the income and expenses of Belair
     Real  Estate's  controlled  subsidiaries  are reduced by the  proportionate
     interests therein of investors other than Belair Real Estate.
(5)  Calculated using average shares outstanding.
(6)  Includes  the expenses of Belair  Capital and Belair Real Estate.  Does not
     include expenses of other real estate subsidiaries majority-owned by Belair
     Real Estate.
(7)  Includes Belair Capital's share of Belvedere  Capital's allocated expenses,
     including those expenses allocated from the Portfolio.
(8)  Annualized.
(9)  Special distributions amount to less than $0.001 per share.

            See notes to condensed consolidated financial statements

                                       9
<PAGE>
BELAIR CAPITAL FUND LLC as of March 31, 2003
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  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of  operations,  cash flows and  financial  highlights  at the dates and for the
periods  presented.  It is suggested that these interim financial  statements be
read in conjunction with the financial statements and the notes thereto included
in the Fund's latest annual report on Form 10-K. Results for interim periods are
not necessarily indicative of those to be expected for the full fiscal year.

The balance  sheet at December 31, 2002,  has been derived from the December 31,
2002 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2003
aggregated  $4,000,000 and  $7,403,487,  respectively,  and for the three months
ended March 31, 2002 aggregated $27,620,268 and $38,970,790, respectively. There
were no purchases  of  Partnership  Preference  Units for the three months ended
March 31,  2003 and  2002.  Sales of  Partnership  Preference  Units  aggregated
$18,708,343,  for the three months  ended March 31,  2002.  For the three months
ended March 31, 2003 and March 31,  2002,  there were no  purchases  or sales of
other real estate investments. During the three months ended March 31, 2003, the
Fund exchanged  Partnership  Preference Units in the amount of $3,977,592 for an
equity  investment  in two private  real estate  companies  affiliated  with the
issuer of such formerly held Partnership  Preference Units and a note receivable
in the amounts of  $1,907,012  and  $2,094,814,  respectively.  The secured note
receivable  earns  interest of 8% per annum and  matures in February  2013 or on
demand.

Sales of  Partnership  Preference  Units during the three months ended March 31,
2002,  include amounts sold to other funds  sponsored by Eaton Vance  Management
for which a loss of $775,295 was recognized.

3 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2003 was  $8,400,349,853  representing  61.1% of the  Portfolio's  net
assets  and at March 31,  2002 was  $10,618,305,771,  representing  56.5% of the

                                       10
<PAGE>
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2003 was $1,294,107,014 representing 15.4% of Belvedere Capital's net assets and
at March 31, 2002 was $1,821,919,684,  representing 17.2% of Belvedere Capital's
net assets.  Investment income allocated to Belvedere Capital from the Portfolio
for the  three  months  ended  March  31,  2003  totaled  $32,398,573,  of which
$5,013,423 was allocated to the Fund.  Investment  income allocated to Belvedere
Capital  from the  Portfolio  for the three  months ended March 31, 2002 totaled
$27,289,011,  of which $4,799,499 was allocated to the Fund.  Expenses allocated
to  Belvedere  Capital from the  Portfolio  for the three months ended March 31,
2003 totaled $9,667,954, of which $1,499,634 was allocated to the Fund. Expenses
allocated to Belvedere  Capital  from the  Portfolio  for the three months ended
March 31, 2002 totaled  $11,408,561,  of which  $2,005,160  was allocated to the
Fund.  Belvedere Capital allocated  additional  expenses to the Fund of $502,717
for the three  months ended March 31,  2003,  representing  $14,821 of operating
expenses and $487,896 of service fees.  Belvedere Capital  allocated  additional
expenses  to the Fund of $681,052  for the three  months  ended March 31,  2002,
representing $16,857 of operating expenses and $664,195 of service fees.

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2003,  December  31,  2002 and March 31, 2002 and its  operations  for the three
months  ended March 31,  2003,  the year ended  December  31, 2002 and the three
months ended March 31, 2002 follows:

<TABLE>
                                          March 31,            December 31,            March 31,
                                             2003                  2002                   2002
                                     --------------------- ---------------------- ---------------------
<S>                                       <C>                   <C>                   <C>
Investments, at value                     $13,797,517,752       $ 14,544,149,182      $ 18,699,529,315
Other assets                                   24,535,362             70,073,039           137,094,099
------------------------------------ --------------------- ---------------------- ---------------------

Total assets                              $13,822,053,114       $ 14,614,222,221      $ 18,836,623,414
Total liabilities                              73,659,303             42,700,633            54,877,430
------------------------------------ --------------------- ---------------------- ---------------------

Net Assets                                $13,748,393,811       $ 14,571,521,588      $ 18,781,745,984
==================================== ===================== ====================== =====================
Dividends and interest                    $    53,431,732       $    213,292,082      $     48,561,319
------------------------------------ --------------------- ---------------------- ---------------------
Investment adviser fee                    $    15,490,999       $     71,564,552      $     19,634,596
Other expenses                                    477,083              2,577,489               654,041
------------------------------------ --------------------- ---------------------- ---------------------
Total expenses                            $    15,968,082       $     74,142,041      $     20,288,637
------------------------------------ --------------------- ---------------------- ---------------------
Net investment income                     $    37,463,650       $    139,150,041      $     28,272,682
Net realized losses                           (62,969,970)          (459,996,840)         (111,417,095)
Net change in unrealized
    appreciation (depreciation)              (649,928,537)        (3,312,547,564)          229,264,275
------------------------------------ --------------------- ---------------------- ---------------------
Net increase (decrease) in net
  assets from operations                  $  (675,434,857)      $ (3,633,394,363)     $    146,119,862
------------------------------------ --------------------- ---------------------- ---------------------
</TABLE>

4 Cancelable Interest Rate Swap Agreements

Belair  Capital has entered into  cancelable  interest  rate swap  agreements in
connection with its real estate investments and the associated borrowings. Under
such  agreements,  Belair Capital has agreed to make periodic  payments at fixed
rates in exchange for payments at floating  rates.  The notional or  contractual
amounts  of  these  instruments  may  not  necessarily   represent  the  amounts
potentially  subject to risk. The measurement of the risks associated with these
investments is meaningful only when  considered in conjunction  with all related
assets,  liabilities and agreements. As of March 31, 2003 and December 31, 2002,
Belair Capital has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc., as listed below.

                                       11
<PAGE>
<TABLE>
    Notional                                       Initial                           Unrealized        Unrealized
    Amount                                         Optional          Final           Depreciation      Depreciation
    (000's          Fixed      Floating            Termination       Termination     At March 31,      At December 31,
    omitted)        Rate       Rate                Date              Date            2003              2002
------------------------------------------------------------------------------------------------------------------------
    <S>             <C>        <C>                  <C>              <C>             <C>               <C>
    $120,000        6.715%     LIBOR+0.45%          2/03             2/05            $      - *        $   592,865
      50,000         6.84%     LIBOR+0.45%          2/03             2/05                   - *            253,428
     150,000        6.835%     LIBOR+0.45%          4/03             4/05               372,842          2,209,596
      20,000         6.67%     LIBOR+0.45%          6/03             2/05               227,665            462,191
      75,000         6.68%     LIBOR+0.45%          6/03             2/05               855,492          1,736,787
      80,000        6.595%     LIBOR+0.45%          6/03             2/05               896,708          1,820,237
      14,709         6.13%     LIBOR+0.45%         11/03             2/05               420,035            553,844
      34,951         6.34%     LIBOR+0.45%          2/04             2/05             1,429,992          1,729,610
       5,191         6.49%     LIBOR+0.45%          2/04             2/05               223,334            269,419
      24,902        7.077%     LIBOR+0.45%          7/04             2/05             1,700,586          1,906,989
      10,471         7.37%     LIBOR+0.45%          9/04             2/05               836,922            922,144
      19,149         7.89%     LIBOR+0.45%          2/04             2/05             1,047,594          1,284,855
      70,000         7.71%     LIBOR+0.45%          2/05             2/05             7,114,514          7,625,973
------------------------------------------------------------------------------------------------------------------------
                                                                                     $15,125,685       $21,367,938
------------------------------------------------------------------------------------------------------------------------
</TABLE>
     *    Agreement was terminated on the Initial Optional Termination Date.

5 Debt - Credit Facility

Effective  March  31,  2003,  Belair  Capital  reduced  its loan  commitment  to
$700,000,000 from $790,000,000 at December 31, 2002. There were no other changes
to the terms of the Credit Facility during the quarter ended March 31, 2003.

6 Segment Information

Belair  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company of equity securities that emphasizes investments
in common stocks of domestic and foreign growth companies that are considered to
be high in quality  and  attractive  in their  long-term  investment  prospects.
Separate from its investment in Belvedere  Capital,  Belair  Capital  invests in
real estate assets through its subsidiary Belair Real Estate Corporation (Belair
Real Estate).  Belair Real Estate  invests  directly in  Partnership  Preference
Units and debt and equity  investments  in private  real estate  companies,  and
indirectly in real property  through a controlled  subsidiary,  Bel  Residential
Properties   Trust.  At  March  31,  2002,   Belair  Real  Estate's   controlled
subsidiaries also included Katahdin Property Trust, LLC.

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 or loss,  net realized gain (loss),  and
unrealized gain (loss). 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:

                                       12
<PAGE>
<TABLE>
FOR THE THREE MONTHS ENDED                            TAX-MANAGED GROWTH          REAL
MARCH 31, 2003                                            PORTFOLIO*             ESTATE                TOTAL
---------------------------------------------------- --------------------- -------------------- --------------------
<S>                                                        <C>                  <C>                 <C>
Revenue                                                    $    3,011,072       $   15,240,385      $    18,251,457
Interest expense on mortgages                                           -           (2,386,111)          (2,386,111)
Interest expense on Credit Facility                                     -           (2,497,895)          (2,497,895)
Interest expense on swap contracts                                      -           (5,087,071)          (5,087,071)
Operating expenses                                               (503,739)          (3,370,259)          (3,873,998)
Minority interest in net income of controlled
  subsidiaries                                                          -             (172,159)            (172,159)
---------------------------------------------------- --------------------- -------------------- --------------------
NET INVESTMENT INCOME                                      $    2,507,333       $    1,726,890      $     4,234,223
Net realized loss                                              (5,896,539)          (2,021,516)          (7,918,055)
Change in unrealized gain (loss)                              (61,019,845)          29,946,284          (31,073,561)
---------------------------------------------------- --------------------- -------------------- --------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM
  OPERATIONS OF REPORTABLE SEGMENTS                        $  (64,409,051)      $   29,651,658      $   (34,757,393)
---------------------------------------------------- --------------------- -------------------- --------------------

Segment assets                                             $1,294,107,014       $  581,919,608      $ 1,876,026,622
Segment liabilities                                             1,484,684          668,327,710          669,812,394
---------------------------------------------------- --------------------- -------------------- --------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $1,292,622,330       $  (86,408,102)     $ 1,206,214,228
---------------------------------------------------- --------------------- -------------------- --------------------


FOR THE THREE MONTHS ENDED                            TAX-MANAGED GROWTH          REAL
MARCH 31, 2002                                            PORTFOLIO*             ESTATE                TOTAL
---------------------------------------------------- --------------------- -------------------- --------------------
Revenue                                                    $    2,113,287       $   20,272,011      $    22,385,298
Interest expense on mortgages                                           -           (4,363,735)          (4,363,735)
Interest expense on Credit Facility                                     -           (3,288,876)          (3,288,876)
Interest expense on swap contracts                                      -           (7,360,327)          (7,360,327)
Operating expenses                                               (697,752)          (5,684,404)          (6,382,156)
Minority interest in net income of controlled
  subsidiaries                                                          -             (660,952)            (660,952)
---------------------------------------------------- --------------------- -------------------- --------------------
NET INVESTMENT INCOME (LOSS)                               $    1,415,535       $   (1,086,283)     $       329,252
Net realized loss                                             (11,269,064)            (614,855)         (11,883,919)
Change in unrealized gain (loss)                               22,404,942            5,015,124           27,420,066
---------------------------------------------------- --------------------- -------------------- --------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
  REPORTABLE SEGMENTS                                      $   12,551,413       $    3,313,986      $    15,865,399
---------------------------------------------------- --------------------- -------------------- --------------------

Segment assets                                             $1,821,919,684       $  702,396,302      $ 2,524,315,986
Segment liabilities                                                     -          818,110,001          818,110,001
---------------------------------------------------- --------------------- -------------------- --------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $1,821,919,684       $ (115,713,699)     $ 1,706,205,985
---------------------------------------------------- --------------------- -------------------- --------------------
</TABLE>
*    Belair Capital invests  indirectly in Tax-Managed  Growth Portfolio through
     Belvedere Capital.

The following tables reconcile the reported segment information to the condensed
consolidated  financial statements for the three months ended March 31, 2003 and
March 31, 2002:

                                       13
<PAGE>
<TABLE>
                                                                    THREE MONTHS ENDED         THREE MONTHS ENDED
                                                                      MARCH 31, 2003             MARCH 31, 2002
                                                                   ----------------------     ----------------------
<S>                                                                   <C>                        <C>
Revenue:
  Revenues from reportable segments                                   $   18,251,457              $   22,385,298
  Unallocated revenue                                                         42,797                       7,226
                                                                   --------------------  ---------------------------
TOTAL REVENUE                                                         $   18,294,254              $   22,392,524
                                                                   --------------------  ---------------------------

Net increase (decrease) in net assets from operations:
  Net (decrease) increase in net assets from operations of
     reportable segments                                              $  (34,757,393)             $   15,865,399
  Unallocated revenue                                                         42,797                       7,226
  Unallocated expenses **                                                   (240,979)                   (343,879)
                                                                   --------------------  ---------------------------
TOTAL NET (DECREASE) INCREASE IN NET ASSETS FROM OPERATIONS           $  (34,955,575)             $   15,528,746
                                                                   --------------------  ---------------------------

** Unallocated expenses include costs of Belair Capital to operate the Fund such
as servicing expenses,  as well as other miscellaneous  administrative  costs of
Belair Capital.

Net assets:
  Net assets of reportable segments                                   $1,206,214,228              $1,706,205,985
  Unallocated cash                                                         1,892,306                   1,172,243
  Short-term investments                                                   1,431,070                           -
  Other assets                                                                     -                      91,795
  Loan payable - Credit Facility                                         (10,615,380)                (16,313,070)
  Other liabilities                                                         (112,013)                   (160,045)
                                                                   --------------------  ---------------------------
TOTAL NET ASSETS                                                      $1,198,810,211              $1,690,996,908
                                                                   --------------------  ---------------------------
</TABLE>

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

                                       14
<PAGE>
RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31,  2003,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2002

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was -2.81% for the quarter
ended March 31,  2003.  This return  reflects a decrease in the Fund's net asset
value per share  from  $92.38 to $89.32  and a  distribution  of $0.49 per share
during the  quarter.  For  comparison,  the Standard & Poor's 500 Index (the S&P
500),  an unmanaged  index of large  capitalization  stocks  commonly  used as a
benchmark for the U.S. equity market, had a total return of -3.15% over the same
period.(2) The  performance  of the Fund  outperformed  that of the  Tax-Managed
Growth Portfolio (the Portfolio) by approximately  1.9% during the period.  Last
year,  the Fund had a total return  performance  of 0.94% for the quarter  ended
March 31, 2002. This return  reflected an increase in the Fund's net asset value
per share  from  $117.39 to  $118.49.  For  comparison,  the S&P 500 had a total
return  of  0.28%  over  the  same   period.(2)  The  performance  of  the  Fund
outperformed that of the Portfolio by approximately 0.11% during the period.

PERFORMANCE OF THE PORTFOLIO. War angst coupled with rising oil prices, domestic
terrorist fears, and negative investor sentiment contributed to continued market
volatility  in the  first  quarter  of 2003.  The  quarter  was  marked by a few
leadership  reversals from the same period last year.  Particularly  of note was
the  dominance  of large  capitalization  and  growth  related  stocks,  and the
divergence in performance of growth oriented sectors and  sub-industries  during
the quarter.  Most major domestic  benchmarks  experienced  negative returns and
only two of the S&P 500 sectors had gains during the period.

The best  performing  sector of the S&P 500 during the first quarter of 2003 was
health care, while the telecommunications services sector continued to trail the
performance  of the S&P 500.  Market  leading  industries  in the first  quarter
included computer software,  biotechnology,  and managed health care.  Defensive
groups such as food  distributors,  material  manufacturing,  and drug retailing
realized weaker quarterly returns during the period.

In this challenging  environment,  the performance of the Portfolio trailed that
of the overall  market mostly due to lower exposure to more  aggressive  sectors
and  industries.  During the quarter,  Boston  Management  and Research  (Boston
Management),  the Portfolio's  investment  adviser,  emphasized  industrials and
consumer staples sectors, a continuing theme from last year. While this emphasis
has been productive in prior periods, it hurt Portfolio returns during the first
quarter of 2003.  Relatively  stronger stock selection within the airfreight and
logistics,  personal products and beverages  sub-industries partially offset the
negative performance of these sectors during the quarter.

Boston  Management  gradually  increased the Portfolio's  exposure to the energy
sector  (particularly  the oil and  gas  industries)  during  the  quarter  to a
relatively  higher  allocation from its neutral standing versus the S&P 500 last
year.  Boston  Management  slightly  trimmed the  Portfolio's  positions  in the
healthcare  and  financial  sectors from last year's  levels,  primarily  due to
fundamental  and  political  headwinds.  Lack  of  earnings  visibility  in  the
information technology sector prompted a continued underweight allocation versus
the S&P 500. The Portfolio also  underweighted the  telecommunications  services
sector  during the  quarter,  which was the S&P 500's  worst  performing  sector
during the period.  Boston  Management  believes  that these  sector  shifts are
appropriate  for the  longer-term  positioning of the Portfolio.

------------------------------
(1)  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.
(2)  It is not possible to invest directly in an Index.

                                       15
<PAGE>
PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  For the quarter ended March 31, 2003,
the Fund's real estate operations  conducted through a Real Estate Joint Venture
reflected  weakening  multifamily market  fundamentals and the uncertain outlook
for the U.S. economy as a whole. Rental income decreased to $5.6 million for the
quarter  ended March 31, 2003 from $11.5 million for the quarter ended March 31,
2002,  a decrease of $5.9  million or 51%,  while  property  operating  expenses
(before debt service and  excluding  certain  operating  expenses of Belair Real
Estate Corporation (Belair Real Estate) of approximately $0.8 million) decreased
to $2.5  million for the quarter  ended March 31, 2003 from $4.5 million for the
quarter ended March 31, 2002, a decrease of $2.0 million or 44%. The declines in
rental income and property operating expenses were principally due to the Fund's
sale of its investment in Katahdin  Property Trust,  LLC (Katahdin) in May 2002.
However,  during the quarter  ended March 31, 2003,  Real Estate  Joint  Venture
operations also were affected by deteriorating  multifamily market  fundamentals
in most regions with falling occupancy levels and rising rent concessions. Given
the continued  uncertain  outlook for the U.S. economy as a whole,  expectations
are that real estate operating results in 2003 will be modestly below the levels
of 2002.

Due primarily to the sale of the Fund's  investment in Katahdin during 2002, the
estimated  fair value of the real  properties  held  through  Real Estate  Joint
Ventures was lower at the end of the first quarter of 2003 compared to the first
quarter  of 2002.  At March  31,  2003,  the  estimated  fair  value of the real
properties  held through Real Estate Joint Ventures was $157.1 million  compared
to $328.3  million at March 31, 2002,  a decrease of $171.2  million or 52%. The
decrease in estimated  fair value of the real  properties was also due, in part,
to modest  decreases in property values that resulted from declines in near-term
earnings expectations and the economic downturn.  The Fund recognized unrealized
depreciation of the estimated fair value of its other real estate investments of
$0.4  million  for the quarter  ended  March 31,  2003.  Despite  weaker  market
conditions,  declines in asset values for multifamily  properties have generally
been modest as decreases in  capitalization  rates have largely offset declining
income level expectations.

For the quarter  ended March 31, 2003,  the Fund's  investments  in  Partnership
Preference  Units  generally  benefited from declining  interest rate levels and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related securities. As a result, the Fund recognized approximately, $24.1
million  of  unrealized   appreciation  in  the  estimated  fair  value  of  the
Partnership  Preference  Units  during the  quarter  ended March 31,  2003.  The
estimated fair value of the Fund's  Partnership  Preference Units totaled $411.4
million at March 31,  2003  compared  to $355.1  million at March 31,  2002,  an
increase of $56.3  million or 16%,  primarily  due to purchases  of  Partnership
Preference  Units as well as  appreciation  recognized due to market  conditions
similar to the first quarter 2003 market conditions  described above.  Dividends
received from the Partnership  Preference  Units for the quarter ended March 31,
2003 totaled $9.7 million  compared to $8.7 million for the quarter  ended March
31,  2002,  an increase of $1.0 million or 11%.  During March 2003,  Belair Real
Estate  exchanged  Partnership  Preference  Units of one  issuer  for an  equity
interest in, and notes  receivable  of, private real estate  companies  formerly
affiliated with such issuer.  The estimated value of these  investments at March
31, 2003 was approximately $4.0 million.

PERFORMANCE  OF INTEREST  RATE  SWAPS.  For the  quarter  ended March 31,  2003,
interest  rate  swap  valuations  appreciated  modestly  by  approximately  $6.2
million, as initial optional  termination dates moved closer.  Approximately 79%
of existing notional  contract amounts will reach optional  termination over the
next four  quarters.  Offsetting  the  appreciation  were minimal  interest rate

                                       16
<PAGE>
decreases  during  the  first  quarter  of 2003 in  contrast  to  interest  rate
increases  during  the  first  quarter  of  2002.   Valuations   appreciated  by
approximately  $7.5  million  for the  quarter  ended  March  31,  2002,  due to
increases in swap rates during the period.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2003,  the loan  commitment  under the Fund's  revolving  credit
facility  (the  Credit  Facility)  was  reduced  to  $700,000,000.  The Fund had
outstanding  borrowings of  $530,760,000,  a letter of credit of $1,400,000  and
unused loan  commitments of  $167,840,000 at March 31, 2003. The Credit Facility
is being  used  primarily  to  finance  the  Fund's  equity  in its real  estate
investments  and will  continue to be used for such  purpose in the future.  The
Credit  Facility  will also provide for any  short-term  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
for these purposes.

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

As of March 31,  2003 and  2002,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $15,125,685 and $22,348,493, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

The Fund's  critical  accounting  policies  affect the Fund's  more  significant
estimates and assumptions used in valuing the Fund's real estate investments and
interest rate swap agreements.  Prices are not readily available for these types
of  investments  and  therefore  are  valued  on  an  ongoing  basis  by  Boston
Management, in its capacity as manager of Belair Real Estate, in the case of the
real estate  investments,  and in its capacity as the Fund's investment adviser,
in the case of the interest rate swap agreements.

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account relevant factors, data and information,  including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than  Partnership  Preference Units are generally stated at estimated fair
values based upon  independent  valuations  assuming an orderly  disposition  of

                                       17
<PAGE>
assets.  Detailed  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations  reflect  results of operations and
distributions,  and may be  adjusted if there has been a  significant  change in
economic circumstances since the most recent independent  valuation.  Given that
such  valuations  include  many  assumptions,  including  but not  limited to an
orderly  disposition  of  assets,  values  may differ  from  amounts  ultimately
realized.  Boston Management,  as the Fund's investment adviser,  determines the
value of interest rate swaps, and, in doing so, may consider among other things,
dealer and counter-party quotes and pricing models.

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

The value of  interest  rate swaps may be subject  to wide  swings in  valuation
caused  principally  by changes in interest  rates.  Interest  rate swaps may be
difficult  to  value  since  such   instruments  may  be  considered   illiquid.
Fluctuations in the value of Partnership  Preference  Units derived from changes
in  general  interest  rates  can be  expected  to be  offset  in part  (but not
entirely)  by changes in the value of  interest  rate swap  agreements  or other
interest  rate hedges  entered into by the Fund with respect to its  borrowings.
Fluctuations in the value of real estate investments  derived from other factors
besides  general  interest  rate  movements   (including   issuer-specific   and
sector-specific  credit  concerns,  property-specific  concerns  and  changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund. Changes in the valuation of Partnership Preference Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund and  changes in the value of other real estate
investments  will  cause  the  performance  of the  Fund  to  deviate  from  the
performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary  exposure to interest  rate risk arises from its real estate
investments  that are financed by the Fund with floating rate  borrowings  under
the Fund's Credit Facility and by fixed-rate  secured  mortgage debt obligations
of the Real Estate Joint  Venture.  The interest  rate on  borrowings  under the
Fund's  Credit  Facility  is reset at  regular  intervals  based on a fixed  and
predetermined  premium to LIBOR for  short-term  extensions of credit.  The Fund
utilizes  cancelable  interest  rate  swap  agreements  to fix  the  cost of its
borrowings under the Credit Facility and to mitigate the impact of interest rate
changes on the Fund's net asset value. Under the terms of the interest rate swap
agreements, the Fund makes cash payments at fixed rates in exchange for floating
rate payments that fluctuate with three-month LIBOR. In the future, the Fund may
use other interest rate hedging  arrangements  (such as caps, floor 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.

                                       18
<PAGE>
The value of  Partnership  Preference  Units and, to a lesser  degree,  the Real
Estate Joint Venture is sensitive to interest  rate risk.  Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and the Real Estate Joint Venture.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 4 to the
unaudited condensed consolidated financial statements in Item 1.

<TABLE>
                                                       Interest Rate Sensitivity
                                       Cost, Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended March 31,
                                                                                                                   Estimated
                                     2004         2005          2006-2008       Thereafter          Total         Fair Value
                                   --------- ---------------- -------------- ----------------- ---------------- ----------------
<S>                                  <C>          <C>           <C>              <C>              <C>              <C>
Rate sensitive liabilities:
----------------------------------
Long-term debt:
----------------------------------
Fixed-rate mortgages                                                             $112,630,517     $112,630,517     $132,000,000
Average interest rate                                                                   8.33%            8.33%
----------------------------------
Variable-rate Credit Facility                   $530,769,000                                      $530,769,000     $530,769,000
Average interest rate                                  1.73%                                             1.73%
--------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
 financial instruments:
----------------------------------
Pay fixed/receive variable
interest rate swap contracts                    $504,373,000                                      $504,373,000    $(15,125,685)
Average pay rate                                       6.89%                                             6.89%
Average receive rate                                   1.73%                                             1.73%
--------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
----------------------------------
Fixed-rate Partnership
Preference Units:
----------------------------------
Bradley Operating Limited
Partnership, 8.875% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable
2/23/04, Current Yield: 9.09%                                                    $ 22,521,852     $ 22,521,852      $24,970,765
----------------------------------
Camden Operating Limited
Partnership, 8.50% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable
2/23/04, Current Yield: 8.32%                                                    $ 27,384,494     $ 27,384,494      $28,105,000
----------------------------------
Colonial Realty Limited
Partnership, 8.875% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable
2/23/04, Current Yield: 8.87%                                                    $ 44,807,072     $ 44,807,072      $48,529,100
----------------------------------
Kilroy Realty, L.P., 8.075%
Series A Cumulative Redeemable
Preferred Units, Callable
2/06/03, Current Yield: 8.95%                                                    $ 28,800,000     $ 28,800,000      $25,971,264
----------------------------------

                                       19
<PAGE>
----------------------------------
Liberty Property L.P., 9.25%
Series B Cumulative Redeemable
Preferred Units, Callable
7/28/04, Current Yield: 8.91%                                                    $ 30,875,000     $ 30,875,000      $32,048,250
----------------------------------
MHC Operating Limited
Partnership, 9% Series D
Cumulative Redeemable Perpetual
Preference Units, Callable
9/29/04, Current Yield: 9.08%                                                    $ 50,000,000     $ 50,000,000      $49,560,000
----------------------------------
National Golf Operating
Partnership, L.P., 9.30% Series
A Cumulative Redeemable
Preferred Units, Callable
3/4/03, Current Yield: 9.37%                                                     $ 31,454,184     $ 31,454,184      $32,771,529
----------------------------------
National Golf Operating
Partnership, L.P., 9.30% Series
B Cumulative Redeemable
Preferred Units, Callable
7/28/04, Current Yield: 9.31%                                                    $  5,000,000     $  5,000,000      $ 4,996,000
----------------------------------
PSA Institutional Partners,
L.P., 9.50% Series N Cumulative
Redeemable Perpetual Preferred
Units, Callable 3/17/05, Current
Yield: 9.07%                                                                     $ 48,250,000     $ 48,250,000      $50,546,700
----------------------------------
Price Development Company, L.P.,
8.95% Series B Cumulative
Redeemable Preferred Partnership
Interests, Callable 7/28/04,
Current Yield: 9.61%                                                             $ 30,625,000     $ 30,625,000      $28,530,250
----------------------------------
Regency Centers, L.P., 8.125%
Series A Cumulative Redeemable
Preferred Units, Callable
6/25/05, Current Yield: 8.09%                                                    $ 30,000,0000    $ 30,000,000      $30,132,000
----------------------------------
Summit Properties Partnership
L.P., 8.95% Series B Cumulative
Redeemable Perpetual Preferred
Units, Callable 4/29/04, Current
Yield: 9.07%                                                                     $ 29,625,000     $ 29,625,000      $29,222,100
----------------------------------
Urban Shopping Centers, L.P.,
9.45% Series D Cumulative
Redeemable Perpetual Preferred
Units, Callable 10/01/04,
Current Yield: 9.10%                                                             $ 25,000,000     $ 25,000,000      $25,972,700
----------------------------------
Fixed-rate investment in note
  receivable:
----------------------------------
Fixed-rate note receivable, 8%                                                   $  2,094,814     $  2,094,814      $ 2,094,814
----------------------------------
</TABLE>

                                       20
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES

Within  the  90-day  period  prior to the  filing of this  report,  Eaton  Vance
Management (Eaton Vance), as the Fund's manager,  and the Fund's Chief Executive
Officer  and  Chief  Financial  Officer  have  conducted  an  evaluation  of the
effectiveness  of  disclosure  controls and  procedures  pursuant to Rule 13a-14
under the Securities  Exchange Act of 1934. Based on that evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the disclosure
controls and procedures are effective in ensuring that all material  information
required to be filed in this  quarterly  report has been made known to them in a
timely fashion.  There have been no significant changes in internal controls, or
in factors that could significantly affect internal controls,  subsequent to the
date the Chief  Executive  Officer and Chief Financial  Officer  completed their
evaluation.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Fund's organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial Officer intend to report any
significant  deficiency  in the design or operation of internal  controls  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
controls to Eaton Vance.

                                       21
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     Although in the ordinary course of business,  the Fund,  Belair Real Estate
     and Belair Real Estate's  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. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     No matters were  submitted to a vote of security  holders  during the three
     months ended March 31, 2003.

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:

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

          99.2    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 15, 2003.


                                BELAIR CAPITAL FUND LLC
                                (Registrant)


                                By:     /s/ Michelle A. Alexander
                                        ----------------------------------------
                                        Michelle A. Alexander
                                        Chief Financial Officer
                                        (Duly Authorized Officer and
                                        Principal Financial Officer)

                                       23
<PAGE>
                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Thomas E. Faust Jr., certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Belair  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                /s/ Thomas E. Faust Jr.
                                -------------------------------------
                                Thomas E. Faust Jr.
                                Chief Executive Officer

                                       24
<PAGE>
                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Michelle A. Alexander, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Belair  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                /s/ Michelle A. Alexander
                                ---------------------------------------
                                Michelle A. Alexander
                                Chief Financial Officer

                                       25
<PAGE>
                                  EXHIBIT INDEX


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

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

                                       26