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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2002
                          Commission File No. 000-32633


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


       Delaware                                          04-3508106
       --------                                          ----------
(State of organization)                     (I.R.S. Employer Identification No.)


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


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


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




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

<PAGE>
                             Belmar Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION                                              Page

Item 1.   Condensed Consolidated Financial Statements                          3

          Condensed Consolidated  Statements of Assets and
          Liabilities as of September 30, 2002 (Unaudited)
          and December 31, 2001                                                3

          Condensed Consolidated Statements of Operations (Unaudited)
          for the Three Months Ended  September  30,  2002 and
          2001  and for the  Nine  Months  Ended September 30,
          2002 and 2001                                                        4

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

          Condensed Consolidated  Statements of Cash Flows (Unaudited)
          for the Nine Months Ended September 30, 2002 and 2001                7

          Financial  Highlights  (Unaudited) for the Nine Months
          Ended September 30, 2002                                             9

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

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       13

Item 3.   Quantitative and Qualitative Disclosures About Market Risks         16

Item 4.   Controls and Procedures                                             17

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                   18

Item 2.   Changes in Securities and Use of Proceeds                           18

Item 3.   Defaults Upon Senior Securities                                     18

Item 4.   Submission of Matters to a Vote of Security Holders                 18

Item 5.   Other Information                                                   18

Item 6.   Exhibits and Reports                                                18


SIGNATURES                                                                    19

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

 BELMAR CAPITAL FUND LLC
 Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                               September 30,
                                                                                    2002            December 31,
                                                                                (Unaudited)             2001
                                                                          ---------------------  -------------------
<S>                                                                       <C>                    <C>
Assets:
  Investment in Belvedere Capital Fund Company LLC                        $ 1,539,506,478        $ 2,129,845,069
  Investment in Partnership Preference Units                                  558,915,785            587,551,880
  Investment in other real estate                                             206,061,557            229,061,223
  Short-term investments                                                                -              3,919,805
                                                                          ---------------------  -------------------
Total investments                                                         $ 2,304,483,820        $ 2,950,377,977
  Cash                                                                          5,212,543              1,658,511
  Escrow deposits - restricted                                                  4,768,004              6,140,804
  Dividends and interest receivable                                             3,565,809              4,935,259
  Other assets                                                                  3,172,167              4,318,106
                                                                          ---------------------  -------------------
Total assets                                                              $ 2,321,202,343        $ 2,967,430,657
                                                                          ---------------------  -------------------
Liabilities:
  Loan payable - Credit Facility                                          $   535,500,000        $   613,500,000
  Mortgages payable                                                           162,779,816            175,470,843
  Open interest rate swap contracts, at value                                  52,378,092             44,239,310
  Swap interest payable                                                         1,436,407              1,447,644
  Payable for Fund Shares redeemed                                                265,050                      -
  Notes payable to minority shareholder                                           565,972                700,000
  Security deposits                                                               776,588                679,655
  Accrued expenses:
    Interest expense                                                            2,394,960              2,782,673
    Property taxes                                                              2,319,665              3,121,214
    Other expenses and liabilities                                              1,678,107              3,894,230
  Minority interests in controlled subsidiaries                                10,685,622             12,910,955
                                                                          ---------------------  -------------------
Total liabilities                                                         $   770,780,279        $   858,746,524
                                                                          ---------------------  -------------------
Net assets                                                                $ 1,550,422,064        $ 2,108,684,133
                                                                           --------------------  -------------------

Shareholders' Capital
  Shareholders' capital                                                   $ 1,550,422,064        $ 2,108,684,133
                                                                          ---------------------  -------------------

Shares Outstanding                                                             23,466,460             24,134,504
                                                                          ---------------------  -------------------

Net Asset Value and Redemption Price Per Share                            $         66.07        $         87.37
                                                                          ---------------------  -------------------
</TABLE>


            See notes to condensed consolidated financial statements

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


<TABLE>
                                                           Three Months       Three Months      Nine Months       Nine Months
                                                               Ended             Ended             Ended             Ended
                                                           September 30,     September 30,     September 30,     September 30,
                                                               2002               2001             2002               2001
                                                         ------------------ ----------------- ---------------- -------------------
<S>             <C>                                       <C>                <C>               <C>              <C>
Investment Income:
  Dividends allocated from Belvedere Capital
   (net of foreign taxes of $51,132, $50,619,
   $191,468 and $121,099, respectively)                   $  5,639,402       $  5,568,575      $ 17,311,192     $ 16,376,524
  Interest allocated from Belvedere Capital                    128,715            348,045           456,239        1,616,004
  Expenses allocated from Belvedere Capital                 (2,607,604)        (3,165,935)       (8,792,381)     (10,089,200)
                                                         ------------------ ----------------- ---------------- -------------------
  Net investment income allocated from
   Belvedere Capital                                      $  3,160,513       $  2,750,685      $  8,975,050     $  7,903,328
  Dividends from Partnership Preference Units               12,483,972         14,357,713        39,587,818       33,708,166
  Rental income                                              8,710,898          8,730,936        26,224,436       26,374,868
  Interest                                                       2,993             91,404            61,382          506,238
                                                         ------------------ ----------------- ---------------- -------------------
Total investment income                                   $ 24,358,376       $ 25,930,738      $ 74,848,686     $ 68,492,600
                                                         ------------------ ----------------- ---------------- -------------------
Expenses:
  Investment advisory and administrative fees             $  1,790,762       $  1,792,803      $  5,891,697     $  5,648,053
  Property management fees                                     346,211            347,308         1,041,032        1,040,203
  Distribution and servicing fees                              818,175          1,031,845         2,858,261        3,339,596
  Interest expense on Credit Facility                        3,343,724          5,734,510        10,567,576       25,309,092
  Interest expense on swap contracts                        10,118,324          6,732,767        30,156,297       16,721,512
  Interest expense on mortgages                              3,631,000          3,895,241        11,257,983       11,593,019
  Property and maintenance expenses                          2,977,014          3,378,233         8,535,151        9,593,472
  Property taxes and insurance                               1,057,132          1,023,401         3,535,698        2,964,591
  Miscellaneous                                                248,364            521,273           752,492        1,393,037
                                                         ------------------ ----------------- ---------------- -------------------
Total expenses                                            $ 24,330,706       $ 24,457,381      $ 74,596,187     $ 77,602,575
Deduct -
  Reduction of investment adviser and
   administrative fees                                         419,814            521,117         1,435,666        1,669,419
                                                         ------------------ ----------------- ---------------- -------------------
Net expenses                                              $ 23,910,892       $ 23,936,264      $ 73,160,521     $ 75,933,156
                                                         ------------------ ----------------- ---------------- -------------------
Net investment income (loss) before minority
 interest in net (income) loss of controlled
 subsidiary                                               $    447,484       $  1,994,474      $  1,688,165     $ (7,440,556)
Minority interest in net (income) loss of
 controlled subsidiary                                        (155,365)            61,619          (367,297)        (295,269)
                                                         ------------------ ----------------- ---------------- -------------------
Net investment income (loss)                              $    292,119       $  2,056,093      $  1,320,868     $ (7,735,825)
                                                         ------------------ ----------------- ---------------- -------------------
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                             Three Months      Three Months       Nine Months        Nine Months
                                                                Ended              Ended             Ended              Ended
                                                            September 30,      September 30,     September 30,      September 30,
                                                                 2002              2001               2002               2001
                                                           ----------------- ------------------ -----------------  -----------------
<S>                                                         <C>                <C>               <C>                <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
  Investment transactions from Belvedere
   Capital (identified cost basis)                          $ (33,410,557)     $(25,715,901)     $(164,133,745)     $ (27,098,182)
  Investment transactions in Partnership
   Preference Units (identified cost basis)                     2,830,974                 -          5,116,279                  -
  Investment transactions in other real estate
   investments (net of minority interest
   in realized gain (loss) of
   controlled subsidiary of $7,434, $0,
   $(476,023), and $0, respectively)                               19,062                 -         (1,777,939)           428,905
                                                           ----------------- ------------------ -----------------  -----------------
Net realized loss                                           $ (30,560,521)     $(25,715,901)     $(160,795,405)     $ (26,669,277)
                                                           ----------------- ------------------ -----------------  -----------------

Change in unrealized appreciation
  (depreciation) -
  Investment in Belvedere Capital (identified
   cost basis)                                              $(247,988,924)    $(293,367,277)     $(356,435,613)     $(456,547,178)
  Investments in Partnership Preference Units
   (identified cost basis)                                      5,251,055        (7,546,924)        26,324,228         32,389,352
  Investment in other real estate investments
   (net of minority interest in unrealized loss
   of controlled subsidiary of $1,906,217,
   $6,443,516, $2,116,617, and $10,740,873,
   respectively)                                              (10,230,200)       (3,486,773)        (7,556,925)        (1,449,129)
  Interest rate swap contracts                                 (7,299,674)      (24,597,142)        (8,138,782)       (24,790,154)
                                                           ----------------- ------------------ -----------------  -----------------
Net change in unrealized appreciation
  (depreciation)                                            $(260,267,743)    $(328,998,116)     $(345,807,092)     $(450,397,109)
                                                           ----------------- ------------------ -----------------  -----------------

Net realized and unrealized loss                            $(290,828,264)    $(354,714,017)     $(506,602,497)     $(477,066,386)
                                                           ----------------- ------------------ -----------------  -----------------

Net decrease in net assets from operations                  $(290,536,145)    $(352,657,924)     $(505,281,629)     $(484,802,211)
                                                           ================= ================== =================  =================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                              Nine Months              Nine Months
                                                                                  Ended                   Ended
                                                                           September 30, 2002       September 30, 2001
                                                                         -----------------------  -----------------------
<S>                                                                         <C>                      <C>
Increase (Decrease) in Net Assets:
  Net investment income (loss)                                              $     1,320,868          $     (7,735,825)
  Net realized loss from investment transactions                               (160,795,405)              (26,669,277)
  Net change in unrealized appreciation (depreciation) of
   investments                                                                 (345,807,092)             (450,397,109)
                                                                         -----------------------  -----------------------
Net decrease in net assets from operations                                  $  (505,281,629)         $   (484,802,211)

Transactions in Fund Shares -
  Net asset value of Fund Shares redeemed                                   $   (52,980,440)         $    (67,266,788)
                                                                         -----------------------  -----------------------
Net decrease in net assets from Fund Share transactions                     $   (52,980,440)         $    (67,266,788)

Distributions -
  Special Distributions to Belmar Capital
  Fund LLC Shareholders                                                     $             -          $     (1,788,773)
                                                                         -----------------------  -----------------------
Total distributions                                                         $             -          $     (1,788,773)
                                                                         -----------------------  -----------------------

Net decrease in net assets                                                  $  (558,262,069)         $   (553,857,772)
                                                                         -----------------------  -----------------------

Net assets
  At beginning of period                                                    $ 2,108,684,133          $  2,457,715,428
                                                                         -----------------------  -----------------------
  At end of period                                                          $ 1,550,422,064          $  1,903,857,656
                                                                         =======================  =======================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                            Nine Months        Nine Months
                                                                                               Ended              Ended
                                                                                           September 30,      September 30,
                                                                                               2002               2001
                                                                                         -----------------  ------------------
<S>                                                                                       <C>                <C>
Cash Flows From Operating Activities -
Net decrease in net assets from operations                                                $(505,281,629)     $(484,802,211)
 Adjustments to reconcile net decrease in net assets from operations to
  net cash flows from operating activities -
   Amortization of debt issuance costs                                                          262,048            239,284
   Net investment income allocated from Belvedere Capital                                    (8,975,050)        (7,903,328)
   Decrease in dividends and interest receivable                                              1,369,450          5,337,003
   Increase (decrease) in interest payable for open swap contracts                              (11,237)           835,141
   Decrease in escrow deposits                                                                1,066,824          5,864,201
   Decrease in other assets                                                                     546,904          1,482,501
   Decrease in accrued property taxes                                                          (714,987)          (356,712)
   Decrease in security deposits, accrued expenses and other liabilities                     (1,120,425)          (621,201)
   Increase in minority interest                                                                      -            210,000
   Proceeds from sales of Partnership Preference Units                                       60,076,602                  -
   Payments for investments in other real estate                                                      -        (48,651,593)
   Proceeds from sales of investments in other real estate                                            -         49,080,499
   Improvements to rental property                                                           (1,511,479)        (9,890,177)
   Decrease in cash due to sale of one multifamily real estate property                         (17,946)                 -
   Net decrease in investment in Belvedere Capital                                           28,719,502         16,990,093
   Decrease (increase) in short-term investments                                              3,919,805           (530,750)
   Minority interest in net income of controlled subsidiary                                     367,297            295,269
   Net realized loss from investment transactions                                           160,795,405         26,669,277
   Net change in unrealized (appreciation) depreciation of investments                      345,807,092        450,397,109
                                                                                         ------------------  ------------------
Net cash flows from operating activities                                                  $  85,298,176      $   4,644,405
Cash Flows For Financing Activities -
   Payments on Credit Facility                                                            $ (78,000,000)     $           -
   Payments on mortgages                                                                       (919,507)          (860,582)
   Payment on notes payable to minority shareholder                                            (134,028)                 -
   Payments for Fund Shares redeemed                                                         (2,690,609)        (4,780,366)
                                                                                         ------------------  ------------------
Net cash flows for financing activities                                                   $ (81,744,144)     $  (5,640,948)

Net increase (decrease) in cash                                                           $   3,554,032      $    (996,543)

Cash at beginning of period                                                               $   1,658,511      $   2,256,168
                                                                                         ------------------  ------------------
Cash at end of period                                                                     $   5,212,543      $   1,259,625
                                                                                         ==================  ==================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                         Nine Months           Nine Months
                                                                                            Ended                 Ended
                                                                                        September 30,         September 30,
                                                                                            2002                  2001
                                                                                     -------------------    ------------------
<S>                                                                                   <C>                    <C>
Supplemental Disclosure and Non-cash Investing and
  Financing Activities-
Interest paid for loan - Credit Facility                                              $  8,815,879           $ 24,073,532
Interest paid for mortgages                                                           $ 11,057,820           $ 11,398,247
Interest paid for swap contracts                                                      $ 30,167,534           $ 15,886,371
Market value of securities distributed in payment of redemptions                      $ 50,024,781           $ 65,704,506
Market value of real property and other assets, net of current
 liabilities, disposed of in conjunction with the sale of one
 multifamily property in other real estate investments                                $ 10,276,498           $          -
Mortgage disposed of in conjunction with the sale of one multifamily
 property in other real estate investments                                            $ 11,771,520           $          -
</TABLE>

                 See notes to condensed consolidated financial statements

                                       8
<PAGE>
BELMAR CAPITAL FUND LLC as of September 30, 2002
Condensed Consolidated Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (UNAUDITED)
For the Nine Months Ended September 30, 2002

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>
Net asset value - Beginning of period                                                    $      87.370
------------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income(6)                                                                 $       0.055
Net realized and unrealized loss                                                               (21.355)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                                               $     (21.300)
------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE - END OF PERIOD                                                          $      66.070
------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(1)                                                                                 (24.38)%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                                                               AS A PERCENTAGE           AS A PERCENTAGE
                                                                               OF AVERAGE NET            OF AVERAGE GROSS
RATIOS                                                                         ASSETS (5)                ASSETS (4)(5)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
Expenses of Consolidated Real Property Subsidiaries
     Interest and other borrowing costs (7)                                     0.61%(9)                0.43%(9)
     Operating expenses(7)                                                      0.72%(9)                0.51%(9)
Belmar Capital Fund LLC Expenses
     Interest and other borrowing costs(8)                                      2.83%(9)                2.00%(9)
     Investment advisory and administrative fees,
          servicing fees and other Fund operating
          expenses(2)(8)                                                        1.16%(9)                0.82%(9)
                                                                               --------------------------------------------
Total expenses(3)                                                               5.32%(9)                3.76%(9)
Net investment income                                                           0.09%(9)                0.06%(9)
------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net Assets, end of period (000's omitted)                                                         $1,550,422
Portfolio Turnover of Tax-Managed Growth Portfolio                                                        16%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.
(2)  Ratio  includes  Belmar  Capital  Fund LLC's share of  Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.
(3)  The  expenses   reflect  a  reduction  of  the   investment   advisory  and
     administrative  fees.  Had such action not been taken,  the ratios of total
     expenses  to average net assets and average  gross  assets  would have been
     5.42% and 3.83%,  respectively,  and the ratios of net  investment  loss to
     average net assets and average  gross  assets  would have been  (0.01)% and
     (0.01)%, respectively.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar  Capital Fund LLC (not  including its investment in Belmar Realty
     Corporation  (BRC))  plus  all  assets  of BRC,  without  reduction  by any
     liabilities. For this purpose, the assets of BRC's controlled subsidiary is
     reduced by the proportionate interests therein of investors other than BRC.
(5)  For the purpose of  calculating  ratios,  the income and  expenses of BRC's
     controlled subsidiary is reduced by the proportionate  interests therein of
     investors other than BRC.
(6)  Calculated using average shares outstanding.
(7)  Ratio  includes  BRC's  proportional  share  of  expenses  incurred  by its
     majority-owned subsidiary.
(8)  Ratio  includes the expenses of Belmar  Capital Fund LLC and BRC, for which
     Belmar  Capital Fund LLC owns 100% of the  outstanding  common  stock.  The
     ratio does not include expenses of BRC's real estate subsidiary.
(9)  Annualized.

            See notes to condensed consolidated financial statements

                                       9
<PAGE>
BELMAR CAPITAL FUND LLC as of September 30, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 Basis of Presentation

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

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

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

2 Estate Freeze

Shareholders  in Belmar  Capital are  entitled to  restructure  their Fund Share
interests under what is termed an Estate Freeze  Election.  Under this election,
Fund Shares are  divided  into  Preferred  Shares and Common  Shares.  Preferred
Shares have a preferential  right over the corresponding  Common Shares equal to
(i) 95% of the original  capital  contribution  made in respect of the undivided
Shares from which the Preferred Shares and Common Shares were derived, plus (ii)
an annuity priority return equal to 8.5% of the Preferred  Shares'  preferential
interest in the original capital  contribution of the undivided Fund Shares. The
associated  Common  Shares are  entitled  to the  remaining  5% of the  original
capital  contribution  in  respect of the  undivided  Shares,  plus any  returns
thereon in excess of the fixed  annual  priority  of the  Preferred  Shares.  At
September 30, 2002 and December 31, 2001,  the  Preferred  Shares were valued at
$66.07  and  $87.37,  respectively,  and the  Common  Shares  had no value.  The
existence of restructured Fund Shares does not adversely affect Shareholders who
do not  participate  in the  election nor do the  restructured  Fund Shares have
preferential rights to Fund Shares that have not been restructured. Shareholders
who  subdivide  Fund Shares under this  election  sacrifice  certain  rights and
privileges  that they would  otherwise  have with  respect to the Fund Shares so
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and fractional undivided Fund Shares.

                                       10
<PAGE>
3 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company LLC  (Belvedere  Capital) for the nine months ended  September  30, 2002
aggregated  $98,233,579 and $176,977,862  respectively,  and for the nine months
ended September 30, 2001 aggregated $39,375,146 and $121,994,466,  respectively.
Purchases and sales of  Partnership  Preference  Units for the nine months ended
September 30, 2002 aggregated $0 and  $60,076,602,  respectively.  There were no
purchases and sales of  Partnership  Preference  Units for the nine months ended
September 30, 2001. For the nine months ended September 30, 2002,  there were no
acquisitions  of other real property and for the nine months ended September 30,
2001,  acquisitions and sales of other real property aggregated  $48,651,593 and
$49,080,499, respectively.

In  June  2002,  one of the  multifamily  residential  properties  owned  by Bel
Alliance  Apartments,  LLC  (Bel  Apartments)  was sold to an  affiliate  of the
minority  shareholder  in Bel  Apartments  for  which a loss of  $1,777,939  was
recognized.

Sales of Partnership  Preference  Units for the nine months ended  September 30,
2002 represent  amounts sold to other funds sponsored by Eaton Vance Management.
Sales of other real estate  property  during the nine months ended September 30,
2001 represent amounts sold to other funds sponsored by Eaton Vance Management.

4 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
September 30, 2002, was $8,043,904,602 representing 58.6% of the Portfolio's net
assets and at September 30, 2001 was  $8,914,385,448  representing  55.5% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at September
30, 2002 was  $1,539,506,478,  representing  19.1% of  Belvedere  Capital's  net
assets and at  September  30,  2001 was  $1,927,372,259,  representing  21.6% of
Belvedere Capital's net assets. Investment income allocated to Belvedere Capital
from  the  Portfolio  for the nine  months  ended  September  30,  2002  totaled
$88,799,143,  of which $17,767,431 was allocated to the Fund.  Investment income
allocated to  Belvedere  Capital  from the  Portfolio  for the nine months ended
September 30, 2001 totaled  $77,460,677,  of which  $17,992,528 was allocated to
the Fund.  Expenses  allocated to Belvedere  Capital from the  Portfolio for the
nine months ended September 30, 2002 totaled  $32,657,939,  of which  $6,555,028
was  allocated to the Fund.  Expenses  allocated  to Belvedere  Capital from the
Portfolio for the nine months ended September 30, 2001 totaled  $32,264,414,  of
which  $7,497,753  was  allocated  to  the  Fund.  Belvedere  Capital  allocated
additional  expenses  to the  Fund of  $2,237,353  for  the  nine  months  ended
September 30, 2002, representing $59,520 of operating expenses and $2,177,833 of
service fees.  Belvedere  Capital allocated  additional  expenses to the Fund of
$2,591,447 for the nine months ended September 30, 2001, representing $61,007 of
operating expenses and $2,530,440 of service fees.

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

                                       11
<PAGE>
<TABLE>
                                        September 30,          December 31,          September 30,
                                            2002                   2001                   2001
                                    ---------------------- ---------------------- ---------------------
<S>                                      <C>                    <C>                   <C>
Investments, at value                    $13,713,440,772       $ 18,312,992,768      $ 15,879,363,685
Other assets                                  59,906,476             23,229,223           247,862,763
----------------------------------- ---------------------- ---------------------- ---------------------
Total Assets                             $13,773,347,248       $ 18,336,221,991      $ 16,127,226,448
Total Liabilities                             35,785,860                357,011            63,436,483
----------------------------------- ---------------------- ---------------------- ---------------------
Net Assets                               $13,737,561,388       $ 18,335,864,980      $ 16,063,789,965
=================================== ====================== ====================== =====================
Dividends and interest                   $   155,639,717       $    192,367,081      $    141,895,798
----------------------------------- ---------------------- ---------------------- ---------------------
Investment adviser fee                   $    55,373,624       $     76,812,367      $     57,512,662
Other expenses                                 1,956,361              2,161,015             1,602,705
----------------------------------- ---------------------- ---------------------- ---------------------
Total expenses                           $    57,329,985       $     78,973,382      $     59,115,367
----------------------------------- ---------------------- ---------------------- ---------------------
Net investment income                    $    98,309,732       $    113,393,699      $     82,780,431
Net realized loss                           (503,906,340)          (360,120,300)         (226,406,730)
Net change in unrealized
  appreciation (depreciation)             (4,125,048,140)        (1,605,211,090)       (3,614,091,583)
----------------------------------- ---------------------- ---------------------- ---------------------
Net decrease in net assets from
  operations                             $(4,530,644,748)      $ (1,851,937,691)     $ (3,757,717,882)
----------------------------------- ---------------------- ---------------------- ---------------------
</TABLE>
5 Cancelable Interest Rate Swap Agreements

Belmar  Capital has entered into  cancelable  interest  rate swap  agreements in
connection with its real estate investments and the associated borrowings. Under
such  agreements  Belmar  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 September 30, 2002 and December 31,
2001,  Belmar Capital has entered into cancelable  interest rate swap agreements
with Merrill Lynch Capital Services, Inc., as listed below.

<TABLE>
                 Notional                                   Initial                           Unrealized            Unrealized
                  Amount                                   Optional          Final           Depreciation          Depreciation
  Effective       (000's     Fixed        Floating        Termination     Termination      At September 30,       At December 31,
     Date        omitted)     Rate          Rate             Date             Date               2002                  2001
--------------- ----------- --------- ----------------- ---------------- --------------- --------------------- ---------------------
     <S>           <C>       <C>              <C>            <C>              <C>                 <C>                   <C>
     3/00          $27,500   8.96%    Libor + 0.40%          3/05             3/30                $ 3,585,039           $ 2,436,531
     3/00           19,146   9.09%    Libor + 0.40%          4/04             3/30                  1,848,908             1,532,942
     3/00           43,181   9.20%    Libor + 0.40%          6/03             3/30                  2,203,328             2,837,702
     3/00           21,766   9.24%    Libor + 0.40%          4/03             3/30                    857,401             1,342,028
     3/00           38,102   9.11%    Libor + 0.40%          2/04             3/30                  3,349,413             2,949,577
     3/00           20,659   9.13%    Libor + 0.40%         11/03             3/30                  1,551,133             1,511,706
     3/00           23,027   9.05%    Libor + 0.40%          7/04             3/30                  2,465,666             1,907,179
     5/00           10,773   9.54%    Libor + 0.40%          4/03             3/30                    442,141               751,770
     5/00           12,984   9.50%    Libor + 0.40%          6/03             3/30                    694,914               970,355
     5/00            9,608   9.46%    Libor + 0.40%         11/03             3/30                    769,465               816,822
     5/00           13,274   9.42%    Libor + 0.40%          2/04             3/30                  1,245,084             1,187,688
     5/00           12,063   9.38%    Libor + 0.40%          4/04             3/30                  1,241,650             1,110,698
     5/00           10,799   9.35%    Libor + 0.40%          7/04             3/30                  1,239,620             1,037,073
     5/00           41,185   9.31%    Libor + 0.40%          9/04             3/30                  5,016,211             4,018,391
     5/00            7,255   9.26%    Libor + 0.40%          3/05             3/30                  1,024,145               752,849

                                       12
<PAGE>
     7/00           22,982   9.17%    Libor + 0.40%          2/03             3/30                    558,834             1,221,975
     7/00           28,305   9.15%    Libor + 0.40%          4/03             3/30                  1,086,069             1,671,727
     7/00           32,404   9.13%    Libor + 0.40%          6/03             3/30                  1,617,344             2,056,481
     7/00            3,383   9.08%    Libor + 0.40%         11/03             3/30                    249,757               241,109
     7/00           12,062   9.00%    Libor + 0.40%          2/04             3/30                  1,026,836               878,731
     7/00           24,622   8.98%    Libor + 0.40%          4/04             3/30                  2,304,705             1,859,986
     7/00            9,184   8.97%    Libor + 0.40%          7/04             3/30                    958,896               726,630
     7/00           13,454   8.93%    Libor + 0.40%          9/04             3/30                  1,485,771             1,075,119
     7/00           17,888   8.87%    Libor + 0.40%          3/05             3/30                  2,271,218             1,500,071
     9/00           39,407   7.46%    Libor + 0.40%             -             9/10                  8,591,310             3,940,610
    11/00           11,776   8.34%    Libor + 0.40%          3/05             3/30                  1,242,657               635,430
    11/00            2,338   8.41%    Libor + 0.40%          9/04             3/30                    217,263               123,704
    11/00           23,636   8.48%    Libor + 0.40%          2/04             3/30                  1,716,373             1,161,401
    11/00           20,265   8.60%    Libor + 0.40%          6/03             3/30                    885,013               894,183
    11/00           28,629   8.66%    Libor + 0.40%          2/03             3/30                    631,928             1,088,842
--------------- ----------- --------- ----------------- ---------------- --------------- --------------------- ---------------------
Total                                                                                             $52,378,092           $44,239,310
--------------- ----------- --------- ----------------- ---------------- --------------- --------------------- ---------------------
</TABLE>

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

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

The total return of Belmar Capital Fund LLC and its subsidiaries  (collectively,
the Fund) for the quarter  ended  September  30,  2002 was  -15.7%.  This return
reflects a  decrease  in the  Fund's  net asset  value per share from  $78.35 to
$66.07 during the period.  For comparison,  the Standard & Poor's 500 Index (the
S&P 500), an unmanaged index of large  capitalization  stocks commonly used as a
benchmark for the U.S. equity market, had a total return of -17.3% over the same
period.  Investors  cannot  invest  directly in an Index.  For the quarter ended
September 30, 2001, the Fund's total return was -15.6%.  This return reflected a
decrease  in the Fund's net asset  value per share  from  $92.48 to $78.07.  For
comparison, the S&P 500 had a total return of -14.7% over the same period.

A multitude  of factors  contributed  to the  disconnect  between  the  economic
recovery and the dismal  performance  of the equity  markets.  A combination  of
geopolitical uncertainties, negative investor sentiment, and fears of double dip
recession  pressured equity returns.  The third quarter of 2002 marked the worst
broad market  decline,  as measured by the S&P 500,  since the fourth quarter of
1987.  Looking back a year ago during the same period,  the U.S.  equity  market
fell sharply as well,  but mostly in response to the tragic  events of September
11th coupled with the deteriorating  domestic economic  conditions.  Every major
domestic  benchmark  experienced  negative  returns  during the  September  2002
quarter,  and none of the S&P 500 sectors or industry groups had gains. A subtle
change in leadership to growth and large caps emerged,  but  volatility  and the
pace of sector rotation remained at high levels.

The best  performing  sector of the S&P 500 was health care,  while  information
technology  and  telecommunications  services  continued to trail the benchmark.
Market leading  groups in the third quarter of 2002 included  casinos and gaming
stocks,  agricultural  equipment,  as well as defensive  plays such as household
products,  generic  pharmaceuticals  and  utilities.  Defensive  leadership  was
evident  during  the third  quarter  of 2001 as well,  resulting  from  cautious
investor  sentiment  due to  September  11th.  Last  year's  leading  industries
included  consumer  products,  pharmaceuticals,  packaged  foods  and  utilities
groups. Higher beta and more aggressive groups were the worst performers for the
quarter  ending in  September  2002,  a continued  theme from the same period in
2001.   Some  of  the  weakest   performers   were   semiconductors,   airlines,
entertainment, catalog retail and steel stocks.

                                       13
<PAGE>
In this challenging environment, the performance of Tax-Managed Growth Portfolio
(the Portfolio)  surpassed that of the overall market. The Portfolio  maintained
an overweight position in the industrials and consumer staples sectors, a slight
directional  increase  from the levels  held at the end of the third  quarter of
2001.  The  Portfolio's  emphasis  in the  areas  of  food  and  drug  products,
airfreight logistics, machinery and defense sub-groups contributed positively to
its performance.  The Portfolio's neutral weight in the energy group, a relative
increase from last year, particularly in the oil and gas industry,  proved to be
constructive for the overall returns. The Portfolio's underweight in health care
and an overweight of the consumer  discretionary  stocks detracted from returns.
While the Portfolio had gradually  reduced its position in the financial  sector
from last  year's  level,  this  sector  was  overweighted,  weakening  absolute
returns,  mainly due to insurance and bank industry  holdings.  Lack of earnings
visibility and fundamental  uncertainty resulted in the Portfolio's  de-emphasis
of  information  technology  and   telecommunications,   which  were  the  worst
performing sectors in the quarter ended September 30, 2002.

The combined impact on performance of the Fund's investment  activities  outside
of the Portfolio was modestly negative for the quarters ended September 30, 2002
and  2001.  The  performance  of the  Fund  trailed  that  of the  Portfolio  by
approximately  -0.6% and -1.9% for the  quarters  ended  September  30, 2002 and
2001, respectively. The Fund's investments in real estate Partnership Preference
Units generally  benefited from declining  interest rates and tightening spreads
in income-oriented  securities,  particularly in real estate-related securities,
for the quarter  ended  September  30, 2002,  but suffered  modestly from rising
credit spreads impacting the value of the Fund's real estate  investments during
the  quarter  ended  September  30,  2001.  During  both  periods,   the  Fund's
investments  in real estate joint ventures  experienced  weakness in multifamily
fundamentals  in many U.S.  markets,  which  resulted in declines in value,  and
interest  rate swap  valuations  declined  as interest  rates fell.  During both
periods,  dividends  received  from the  Fund's  Partnership  Preference  Units,
modestly added to performance.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002,  COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2001

The Fund's total return for the nine months ended September 30, 2002 was -24.4%.
This  return  reflects a decrease  in the Fund's net asset  value per share from
$87.37 to $66.07  during the period.  For  comparison,  the S&P 500, had a total
return of -28.2% over the same period.  For the nine months ended  September 30,
2001,  the Fund's total return was -20.2%.  This return  reflected a decrease in
the Fund's net asset value per share from $97.83 to $78.07. For comparison,  the
S&P 500 had a total return of -20.4% over the same period.

Investors  awaiting  earnings  and  economic  solidification  were  troubled  by
political  uncertainties,  possibility  of a double  dip  recession,  lackluster
corporate growth prospects,  and weakening consumer resilience.  Heightened risk
sensitivity translated into negative investor sentiment, which has prolonged the
bear market.  The first nine months of 2002  repeated  another  volatile  market
pattern seen during the same period in 2001,  rising gradually through mid-March
and  retreating  to the  lowest  levels  of the  year at the  end of  September.
Investor  behavior however proved different during 2002 in that U.S. equity fund
net outflows were at peak levels,  sharply  contrasting net inflow activity seen
during the first nine months of 2001. Most major indices posted multi-year lows,
with none achieving  positive  returns  year-to-date in 2002. All ten of the S&P
500 sectors  declined  during this period.  The best  performing  sectors during
these nine months included consumer staples,  materials, and energy. The weakest
performing groups included fiber optics,  semiconductor  equipment,  unregulated
power producers and information technology consulting and services groups.

                                       14
<PAGE>
For the first nine months of 2002,  the  performance  of the Portfolio was above
that of the overall market. The outperformance  relative to the benchmark can be
attributed to the Portfolio  sector  allocation  and stock  selection.  The most
important  decision  was  to  underweight  information  technology  and  telecom
services  groups,  a  continued  theme from 2001.  The  Portfolio  underweighted
computers,  semiconductor  equipment, and diversified and wireless services. The
Portfolio's  positioning in the banks,  insurance,  food  products,  and defense
sub-groups was also beneficial.  The Portfolio gradually reduced holdings in the
health care  sector,  a  directional  shift from the same period last year,  but
participation in the  pharmaceutical  and biotechnology  names nevertheless hurt
returns.   The  only  other  notable  difference  in  the  Portfolio's   current
composition  relative to last year was evident in the reduced underweight in the
energy and utilities sectors.

The combined impact on performance of the Fund's investment  activities  outside
of the Portfolio was modestly  positive for the nine months ended  September 30,
2002 and modestly  negative for the nine months ended  September  30, 2001.  The
performance  of the Fund equaled that of the Portfolio for the nine months ended
September 30, 2002 and trailed that of the Portfolio by approximately  -1.1% for
the nine months  ended  September  30,  2001.  During both  periods,  the Fund's
investments in real estate Partnership Preference Units generally benefited from
declining interest rates and tightening  spreads in income-oriented  securities,
particularly in real estate-related securities,  while the Fund's investments in
real estate joint ventures experienced  weakness in multifamily  fundamentals in
many U.S.  markets,  which resulted in declines in value, and interest rate swap
valuations  declined as  interest  rates fell.  During both  periods,  dividends
received  from  the  Fund's  Partnership  Preference  Units,  modestly  added to
performance.

LIQUIDITY AND CAPITAL RESOURCES

The Fund has entered  into  interest  rate swap  agreements  with respect to its
borrowings and real estate investments.  Pursuant to these agreements,  the Fund
makes periodic  payments to the  counterparty at  predetermined  fixed rates, in
exchange for  floating-rate  payments from the counterparty  that fluctuate with
one-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 September 30, 2002 and 2001,  the unrealized  depreciation  related to the
interest rate swap agreements was $52,378,092 and $60,229,312, respectively.

CRITICAL ACCOUNTING POLICIES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations  are  based  upon  the  Fund's   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 contracts.  Prices are not readily  available for these types
of investments and therefore are valued on an ongoing basis by Boston Management
and  Research  (BMR),  in its capacity as Manager of Belmar  Realty  Corporation
(BRC), in the case of real estate investments, and in its capacity as the Fund's
investment adviser, in the case of interest rate swap contracts.

                                       15
<PAGE>
In estimating the value of the Fund's investments in real estate, BMR 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  market values
based upon  independent  valuations  assuming an orderly  disposition of assets.
Detailed  investment  valuations  are  performed at least  annually and reviewed
periodically.   Interim   valuations   reflect   results   of   operations   and
distributions,  and may be  adjusted if there has been a  significant  change in
economic circumstances since the most recent independent  valuation.  Given that
such  valuations  include  many  assumptions,  including  but not  limited to an
orderly  disposition  of  assets,  values  may differ  from  amounts  ultimately
realized. BMR as the Fund's investment adviser, determines the value of interest
rate swaps  and,  in so doing,  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 BRC 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 by changes
in  interest  rates  and in the  prices  of the  underlying  instrument  and the
interest  rate swap may be  difficult  to value  since  such  instrument  may be
considered illiquid.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Fund's  primary  exposure to interest rate risk arises from  investments  in
real  estate that are  financed  using  floating  rate bank  borrowings  under a
revolving credit facility (the Credit Facility). The interest rate on borrowings
under the Fund's  Credit  Facility  is reset at regular  intervals  based on the
Issuer's cost of financing plus a margin or one-month LIBOR plus a premium.  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  one-month  LIBOR.  The interest rate swap
agreements  are valued on an ongoing  basis by BMR,  in  capacity  as the Fund's

                                       16
<PAGE>
investment  adviser. In the future, the Fund may use other interest rate hedging
arrangements (such as caps, floors and collars) to fix or limit borrowing costs.
The use of interest rate hedging arrangements is a specialized activity that may
be considered speculative and which can expose the Fund to significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 5 to the
condensed consolidated financial statements.

<TABLE>
                                             Interest Rate Sensitivity
                                Principal (Notional) Amount by Contractual Maturity
                                     For the Twelve Months Ended September 30,

                              2003-2006         2007          Thereafter          Total          Fair Value
                          -------------- ----------------- ---------------- ----------------- ----------------
<S>                       <C>             <C>              <C>              <C>               <C>
Rate sensitive
liabilities:
-------------------------
Long term debt -
 variable rate Credit
 Facility                                 $535,500,000                       $535,500,000      $535,500,000

Average interest rate                          1.74%                              1.74%

Rate sensitive
 derivative financial
 instruments:
-------------------------
Pay fixed/receive
 variable interest rate                                      $601,657,000      $601,657,000      $(52,378,092)
 swap contracts

Average pay rate                                                 8.96%            8.96%

Average receive rate                                             1.74%            1.74%
</TABLE>

ITEM 4. CONTROLS AND PROCEDURES

Eaton Vance  Management,  as the Fund's Manager  ("Eaton Vance"), 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.

The complete and entire management, control and operation of the Fund are vested
in the Fund's Manager, 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.

                                       17
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

On October 16, 2002, Eaton Vance as the Fund's Manager,  elected Thomas E. Faust
Jr. and Michelle A.  Alexander as the Fund's Chief  Executive  Officer and Chief
Financial Officer,  respectively. Mr. Faust is Executive Vice President of Eaton
Vance and BMR and their  corporate  parent and  trustee,  Eaton Vance Corp.  and
Eaton Vance Inc. He is also the Chief Investment Officer of Eaton Vance and BMR,
and a Director of Eaton Vance Corp.  Ms.  Alexander is a Vice President of Eaton
Vance and BMR.  Mr.  Faust and Ms.  Alexander  also serve as officers of various
investment companies managed or advised by Eaton Vance or BMR.

ITEM 6. THE FOLLOWING IS A LIST OF ALL EXHIBITS FILED AS PART OF THIS FORM 10Q:

     (a)  Exhibits

     21   List of subsidiaries

     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

                                       18
<PAGE>
                                   SIGNATURES

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

                                BELMAR CAPITAL FUND LLC
                                (Registrant)



                                By:     /s/ Michelle A. Alexander
                                        ----------------------------------------
                                        Michelle A. Alexander
                                        Duly Authorized Officer and
                                        Principal Accounting Officer

                                       19
<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 Belmar  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: November 14, 2002                 /s/ Thomas E. Faust Jr.
                                        ------------------------------------
                                        Thomas E. Faust Jr.
                                        Chief Executive Officer

                                       20
<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 Belmar  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: November 14, 2002                 /s/ Michelle A. Alexander
                                        -----------------------------------
                                        Michelle A. Alexander
                                        Chief Financial Officer

                                       21
<PAGE>
                                  EXHIBIT INDEX


21   List of subsidiaries

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

                                       22