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

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                 For the quarterly period ended March 31, 2004

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

                          Commission File No. 000-32633
                                              ---------

                             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)

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                              YES  X       NO
                                                  ---         ---

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

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

                                                                           Page
PART I FINANCIAL INFORMATION

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

        Condensed Consolidated Statements of Assets and
        Liabilities as of March 31, 2004 (Unaudited) and
        December 31, 2003..................................................  3

        Condensed Consolidated Statements of Operations
        (Unaudited) for the Three Months Ended
        March 31, 2004 and 2003............................................  4

        Condensed Consolidated Statements of Changes in Net
        Assets for the Three Months Ended March 31, 2004
        (Unaudited) and the Year Ended December 31, 2003...................  6

        Condensed Consolidated Statements of Cash Flows
        (Unaudited) for the Three Months Ended
        March 31, 2004 and 2003............................................  7

        Financial Highlights (Unaudited) for the Three Months
        Ended March 31, 2004...............................................  9

        Notes to Condensed Consolidated Financial Statements
        as of March 31, 2004 (Unaudited)................................... 10

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations................................ 16

Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 20

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

PART II OTHER INFORMATION.................................................. 22

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

Item 2. Changes in Securities, Use of Proceeds and Issuer
        Purchases of Equity Securities..................................... 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

EXHIBIT INDEX.............................................................. 24
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                                                           March 31, 2004         December 31,
                                                                                            (Unaudited)               2003
                                                                                           ---------------       --------------
<S>                                                                                        <C>                   <C>
Assets:
 Investment in Belvedere Capital Fund Company LLC (Belvedere Company)                      $1,968,554,205        $1,966,911,184
 Investment in Partnership Preference Units                                                   214,071,002           424,780,443
 Investment in other real estate                                                              428,790,155           185,138,810
 Short-term investments                                                                        73,442,000            16,973,476
                                                                                           ---------------       ---------------
Total investments                                                                          $2,684,857,362        $2,593,803,913
 Cash                                                                                           3,754,576             6,605,096
 Escrow deposits - restricted                                                                   3,005,590             3,817,390
 Open interest rate swap agreements, at value                                                           -             2,090,845
 Distributions and interest receivable                                                            852,305             1,960,318
 Other assets                                                                                   4,166,115             3,661,857
                                                                                           ---------------       ---------------
Total assets                                                                               $ 2,696,635,948       $2,611,939,419
                                                                                           ---------------       ---------------

Liabilities:
 Loan payable - Credit Facility                                                            $   385,000,000       $  513,000,000
 Mortgages payable                                                                             389,748,179          161,157,192
 Payable for Fund Shares redeemed                                                                        -            1,361,403
 Distributions payable to minority shareholders                                                          -               16,800
 Open interest rate swap agreements, at value                                                    3,678,044                    -
 Swap interest payable                                                                             245,022              242,283
 Security deposits                                                                                 749,310              744,420
 Notes payable to minority shareholder                                                             565,972              565,972
 Accrued expenses:
  Interest expense                                                                               2,219,471            1,423,780
  Property taxes                                                                                 2,050,024            3,281,589
  Other expenses and liabilities                                                                 2,068,386            1,586,790
 Minority interests in controlled subsidiaries                                                   9,072,424            7,947,333
                                                                                           ---------------       ---------------
Total liabilities                                                                          $   795,396,832       $  691,327,562
                                                                                           ---------------       ---------------
Net assets                                                                                 $ 1,901,239,116       $1,920,611,857
                                                                                           ---------------       ---------------
Shareholders' Capital                                                                      $ 1,901,239,116       $1,920,611,857
                                                                                           ---------------       ---------------
Shares outstanding                                                                              21,937,479           22,261,334
                                                                                           ---------------       ---------------
Net asset value and redemption price per Share                                             $         86.67       $        86.28
                                                                                           ---------------       ---------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                                       Three Months        Three Months
                                                                          Ended               Ended
                                                                      March 31, 2004      March 31, 2003
                                                                      --------------      --------------
<S>                                                                   <C>                 <C>
Investment Income:
 Dividends allocated from Belvedere Company
  (net of foreign taxes of $81,514 and $72,603, respectively)         $  6,838,925        $  5,950,467
 Interest allocated from Belvedere Company                                  33,780             118,842
 Expenses allocated from Belvedere Company                              (2,968,076)         (2,427,926)
                                                                      --------------      --------------
 Net investment income allocated from Belvedere Company               $  3,904,629        $  3,641,383
 Distributions from Partnership Preference Units                         6,401,602          12,484,532
 Rental income                                                          12,178,674           8,587,490
 Interest                                                                  191,318              24,127
                                                                      --------------      --------------
Total investment income                                               $ 22,676,223        $ 24,737,532
                                                                      --------------      --------------

Expenses:
 Investment advisory and administrative fees                          $  1,961,109        $  1,736,439
 Property management fees                                                  329,154             338,987
 Distribution and servicing fees                                           939,591             759,629
 Interest expense on mortgages                                           6,554,619           3,547,846
 Interest expense on Credit Facility                                     1,670,807           2,745,800
 Property and maintenance expenses                                       2,915,734           2,778,593
 Property taxes and insurance                                            1,169,214           1,177,303
 Miscellaneous                                                             511,679             196,810
                                                                      --------------      --------------
Total expenses                                                        $ 16,051,907        $ 13,281,407
Deduct-
 Reduction of investment advisory and administrative fees                  477,795             382,008
                                                                      --------------      --------------
Net expenses                                                          $ 15,574,112        $ 12,899,399
                                                                      --------------      --------------
Net investment income before minority interest in net
 income of controlled subsidiary                                      $  7,102,111        $ 11,838,133
Minority interest in net income of controlled subsidiary                   (48,115)           (137,545)
                                                                      --------------      --------------
Net investment income                                                 $  7,053,996        $ 11,700,588
                                                                      --------------      --------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                        Three Months        Three Months
                                                                                           Ended               Ended
                                                                                       March 31, 2004      March 31, 2003
                                                                                       ---------------    ----------------
<S>                                                                                     <C>                <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere Company (identified cost basis)                 $  7,200,329       $  (7,241,552)
 Investment transactions in Partnership Preference Units (identified cost basis)          30,460,629             638,700
 Interest rate swap agreements                                                            (3,033,976)         (9,691,717)
                                                                                       ---------------    ----------------
Net realized gain (loss)                                                                $ 34,626,982       $ (16,294,569)
                                                                                       ---------------    ----------------

Change in unrealized appreciation (depreciation) -
 Investment in Belvedere Company (identified cost basis)                                $ 29,534,797       $ (73,116,188)
 Investment in Partnership Preference Units (identified cost basis)                      (27,504,776)         14,811,441
 Investment in other real estate (net of minority interest in
  unrealized gain of controlled subsidiary of $1,076,976 and
  $11,992, respectively)                                                                  (3,426,498)         (1,383,288)
 Interest rate swap agreements                                                            (5,768,889)          7,840,088
                                                                                       ---------------    ----------------
Net change in unrealized appreciation (depreciation)                                    $ (7,165,366)      $ (51,847,947)
                                                                                       ---------------    ----------------
Net realized and unrealized gain (loss)                                                 $ 27,461,616       $ (68,142,516)
                                                                                       ---------------    ----------------

Net increase (decrease) in net assets from operations                                   $ 34,515,612       $ (56,441,928)
                                                                                       ===============    ================
</TABLE>
(1)  Amount  represents  periodic payments made in connection with interest rate
     swap agreements. (Note 5)

       See notes to unaudited condensed consolidated financial statements

                                       5
<PAGE>

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                          Three Months
                                                                                              Ended              Year Ended
                                                                                         March 31, 2004         December 31,
                                                                                           (Unaudited)              2003
                                                                                         ---------------       ---------------
<S>                                                                                      <C>                   <C>
Increase (Decrease) in Net Assets:
 Net investment income                                                                   $    7,053,996        $   43,724,019
 Net realized gain from investment transactions                                              34,626,982             5,911,089
 Net change in unrealized appreciation (depreciation) of investments                         (7,165,366)          362,154,142
                                                                                         ---------------       ---------------
Net increase in net assets from operations                                               $   34,515,612        $  411,789,250
                                                                                         ---------------       ---------------

Transactions in Fund Shares -
 Net asset value of Fund Shares issued to Shareholders in payment of
  distributions declared                                                                 $   10,101,552        $   18,603,373
 Net asset value of Fund Shares redeemed                                                    (38,403,217)          (90,690,145)
                                                                                         ---------------       ---------------
Net decrease in net assets from Fund Share transactions                                  $  (28,301,665)       $  (72,086,772)
                                                                                         ---------------       ---------------

Distributions -
 Distributions to Shareholders                                                           $  (25,586,688)       $  (39,320,426)
                                                                                         ---------------       ---------------
Total distributions                                                                      $  (25,586,688)       $  (39,320,426)
                                                                                         ---------------       ---------------

Net (decrease) increase in net assets                                                    $  (19,372,741)       $  300,382,052

Net assets:
 At beginning of period                                                                  $1,920,611,857        $1,620,229,805
                                                                                         ---------------       ---------------
 At end of period                                                                        $1,901,239,116        $1,920,611,857
                                                                                         ===============       ===============
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       6
<PAGE>

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                              Three Months         Three Months
                                                                                                  Ended                Ended
                                                                                             March 31, 2004       March 31, 2003
                                                                                             ---------------      ---------------
<S>                                                                                           <C>                  <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                                         $  34,515,612        $ (56,441,928)
Adjustments to reconcile net increase (decrease) in net assets from operations
 to net cash flows from operating activities -
  Net investment income allocated from Belvedere Company                                         (3,904,629)          (3,641,383)
  Decrease in escrow deposits                                                                       811,800            1,806,306
  Decrease in receivable for securities sold                                                              -           29,285,540
  (Increase) decrease in other assets                                                              (504,258)             263,919
  Decrease (increase) in distributions and interest receivable                                    1,108,013                 (142)
  Increase (decrease) in interest payable for open swap agreements                                    2,739             (127,669)
  Increase in security deposits, accrued interest and accrued other expenses
   and liabilities                                                                                1,282,177               25,727
  Decrease in accrued property taxes                                                             (1,231,565)          (2,358,160)
  Proceeds from sales of Partnership Preference Units                                           213,665,294            8,033,600
  Increase in short-term investments                                                            (56,468,524)          (3,600,000)
  Payments for investment in other real estate                                                  (16,058,060)                   -
  Improvements to rental property                                                                  (267,893)            (341,007)
  Net increase in investment in Belvedere Company                                                         -          (10,000,001)
  Interest incurred on interest rate swap agreements                                             (3,033,976)          (9,691,717)
  Minority interests in net income of controlled subsidiary                                          48,115              137,545
  Net realized (gain) loss from investment transactions                                         (34,626,982)          16,294,569
  Net change in unrealized (appreciation) depreciation of investments                             7,165,366           51,847,947
                                                                                             ---------------      ---------------
Net cash flows from operating activities                                                      $ 142,503,229        $  21,493,146
                                                                                             ---------------      ---------------

Cash Flows From (For) Financing Activities -
 Repayment of Credit Facility                                                                 $(128,000,000)       $           -
 Payments on mortgages                                                                           (1,083,927)            (360,425)
 Payments for Fund Shares redeemed                                                                 (767,886)            (639,155)
 Distributions paid to Shareholders                                                             (15,485,136)         (21,583,303)
 Distributions paid to minority shareholders                                                        (16,800)                   -
                                                                                             ---------------      ---------------
Net cash flows for financing activities                                                       $(145,353,749)       $ (22,582,883)
                                                                                             ---------------      ---------------

Net decrease in cash                                                                          $  (2,850,520)       $  (1,089,737)

Cash at beginning of period                                                                   $   6,605,096        $   6,149,096
                                                                                             ---------------      ---------------
Cash at end of period                                                                         $   3,754,576        $   5,059,359
                                                                                             ===============      ===============
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       7
<PAGE>

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                              Three Months         Three Months
                                                                                                  Ended                Ended
                                                                                             March 31, 2004       March 31, 2003
                                                                                             ---------------      ---------------
<S>                                                                                           <C>                  <C>
Supplemental Disclosure and Non-cash Investing and
 Financing Activities -
  Interest paid on loan - Credit Facility                                                     $   1,660,547        $   2,085,315
  Interest paid on mortgages                                                                  $   5,637,684        $   3,449,183
  Interest paid on swap agreements                                                            $   3,031,237        $   9,326,614
  Market value of securities distributed in payment of redemptions                            $  38,996,734        $   9,617,361
  Market value of real property and other assets, net of current
   liabilities, assumed in conjunction with the acquisition of other
   real estate                                                                                $ 245,732,974        $           -
  Mortgage assumed in conjunction with the acquisition of other real estate                   $ 229,674,914        $           -
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       8
<PAGE>

BELMAR CAPITAL FUND LLC as of March 31, 2004
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Financial Highlights (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2004
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>
Net asset value - Beginning of period                                                                          $ 86.280
-----------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
-----------------------------------------------------------------------------------------------------------------------------------
Net investment income (6)                                                                                      $  0.319
Net realized and unrealized gain                                                                                  1.221
-----------------------------------------------------------------------------------------------------------------------------------
Total income from operations                                                                                   $  1.540
-----------------------------------------------------------------------------------------------------------------------------------

Distributions
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                                  $(1.150)
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                            $(1.150)
-----------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                                $86.670
-----------------------------------------------------------------------------------------------------------------------------------

Total Return (1)                                                                                                  1.80%
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                     As a Percentage           As a Percentage
                                                                                     of Average Net            of Average Gross
Ratios                                                                                  Assets(5)               Assets (2)(5)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                      <C>
Expenses of Consolidated Real Property Subsidiaries
 Interest and other borrowing costs (7)                                                  1.12% (9)                0.78% (9)
 Operating expenses (7)                                                                  0.62% (9)                0.43% (9)
Belmar Capital Fund LLC Expenses
 Interest and other borrowing costs (4)(8)                                               0.35% (9)                0.25% (9)
 Investment advisory and administrative fees,
  servicing fees and other Fund operating expenses (3)(4)                                1.22% (9)                0.86% (9)
                                                                                 --------------------------------------------------
Total expenses                                                                           3.31% (9)                2.32% (9)

Net investment income                                                                    1.48% (9)                1.04% (9)
-----------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                     $  1,901,239
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                                    0.61%
-----------------------------------------------------------------------------------------------------------------------------------

</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 Belmar Capital Fund LLC (Belmar  Capital)  (including  Belmar  Capital's
     interest in  Belvedere  Capital Fund  Company LLC  (Belvedere  Company) and
     Belmar Capital's ratable share of the assets of its directly and indirectly
     controlled  subsidiaries),  without reduction by any liabilities.  For this
     purpose,  the  assets  of  Belmar  Realty  Corporation's   (Belmar  Realty)
     controlled subsidiary are reduced by the proportionate interests therein of
     investors other than Belmar Realty.
(3)  Includes Belmar Capital's share of Belvedere  Company's allocated expenses,
     including those expenses allocated from the Portfolio.
(4)  Includes the expenses of Belmar Capital and Belmar Realty. Does not include
     expenses of the real estate subsidiaries majority-owned by Belmar Realty.
(5)  For the purpose of  calculating  ratios,  the income and expenses of Belmar
     Realty's controlled  subsidiary are reduced by the proportionate  interests
     therein of investors other than Belmar Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes Belmar  Realty's  proportional  share of expenses  incurred by its
     majority-owned subsidiaries.
(8)  Ratios do not include  interest  incurred in  connection  with the interest
     rate swap  agreements.  Had such  amounts  been  included,  ratios would be
     higher.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>

BELMAR CAPITAL FUND LLC as of March 31, 2004
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,  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 as of 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, 2003 has been  derived from the December 31,
2003 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 March
31, 2004 and December 31, 2003,  the Preferred  Shares were valued at $86.67 and
$86.28,  respectively,  and the Common  Shares had no value.  The  existence  of
restructured Fund Shares does not adversely affect  Shareholders who do not make
an 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

The following table summarizes the Fund's investment  transactions for the three
months ended March 31, 2004 and March 31, 2003:
<TABLE>
<CAPTION>
                                                 Three Months Ended          Three Months Ended
       Investment Transaction                      March 31, 2004              March 31, 2003
------------------------------------------------------------------------------------------------
<S>                                                <C>                         <C>
Increases in investment in Belvedere Company       $           -               $ 10,000,001
Decreases in investment in Belvedere Company       $  38,996,734               $  9,617,361
Acquisition of other real property (1)             $  16,058,060               $          -
Sales of Partnership Preference Units (2)          $ 213,665,294               $  8,033,600
------------------------------------------------------------------------------------------------
</TABLE>
(1)  In January  2004,  Belmar Realty  purchased an indirect  investment in real
     property through a controlled subsidiary,  Bel Stamford Investors, LLC (Bel
     Stamford).  At the date of the transaction,  the value of the real property
     was  $242,750,000.  The real  property is financed  through a mortgage loan
     assumed at  acquisition.  The mortgage loan balance  assumed at the date of
     the transaction was $229,674,914 and accrues interest at a fixed rate of 6%
     through the stated maturity date, October 11, 2016.
(2)  Sales of Partnership  Preference Units for the three months ended March 31,
     2004 and 2003 include Partnership Preference Units sold to other investment
     funds  advised  by  Boston  Management  and  Research  for  which a gain of
     $22,355,905 and $638,700 was recognized, respectively.

4    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Company),  for the  three  months  ended  March 31,  2004 and  March  31,  2003,
including allocations of income,  expenses and net realized and unrealized gains
(losses) for the respective periods then ended:

<TABLE>
<CAPTION>
                                                                              Three Months Ended     Three Months Ended
                                                                                March 31, 2004         March 31, 2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                    <C>
Belvedere Company's interest in the Portfolio (1)                              $ 11,520,846,141       $ 8,400,349,853
The Fund's investment in Belvedere Company (2)                                 $  1,968,554,205       $ 1,568,928,236
Income allocated to Belvedere Company from the Portfolio                       $     39,365,471       $    32,398,573
Income allocated to the Fund from Belvedere Company                            $      6,872,705       $     6,069,309
Expenses allocated to Belvedere Company from the Portfolio                     $     12,634,511       $     9,667,954
Expenses allocated to the Fund from Belvedere Company                          $      2,968,076       $     2,427,926
Net realized gain (loss) allocated to Belvedere Company from the Portfolio     $     41,048,575       $   (37,772,155)
Net realized gain (loss) allocated to the Fund from Belvedere Company          $      7,200,329       $    (7,241,552)
Change in unrealized appreciation (depreciation) allocated to Belvedere
 Company from the Portfolio                                                    $    163,577,445       $  (389,828,192)
Change in unrealized appreciation (depreciation) allocated to the Fund
 from Belvedere Company                                                        $     29,534,797       $   (73,116,188)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of March 31, 2004 and 2003, the value of Belvedere Company's interest in
     the Portfolio  represents  63.9% and 61.1% of the  Portfolio's  net assets,
     respectively.
(2)  As of March 31, 2004 and 2003, the Fund's  investment in Belvedere  Company
     represents 17.1% and 18.7% of Belvedere Company's net assets, respectively.

                                       11
<PAGE>

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2004,  December  31,  2003 and March 31, 2003 and its  operations  for the three
months  ended March 31, 2004,  for the year ended  December 31, 2003 and for the
three months ended March 31, 2003 follows:

<TABLE>
<CAPTION>
                                        March 31,               December 31,               March 31,
                                          2004                      2003                      2003
                                     --------------------------------------------------------------------
<S>                                 <C>                       <C>                       <C>
Investments, at value               $ 18,003,359,532          $ 17,584,390,762          $ 13,797,517,752
Other assets                              25,944,066                25,462,745                24,535,362
---------------------------------------------------------------------------------------------------------
Total assets                        $ 18,029,303,598          $ 17,609,853,507          $ 13,822,053,114
Total liabilities                            254,697                   264,502                73,659,303
---------------------------------------------------------------------------------------------------------
Net assets                          $ 18,029,048,901          $ 17,609,589,005          $ 13,748,393,811
=========================================================================================================
Dividends and interest              $     62,101,320          $    232,925,912          $     53,431,732
---------------------------------------------------------------------------------------------------------
Investment adviser fee              $     19,348,796          $     67,584,543          $     15,490,999
Other expenses                               598,921                 2,295,653                   477,083
---------------------------------------------------------------------------------------------------------
Total expenses                      $     19,947,717          $     69,880,196          $     15,968,082
---------------------------------------------------------------------------------------------------------
Net investment income               $     42,153,603          $    163,045,716          $     37,463,650
Net realized gain (loss)                  64,894,806                70,909,770               (62,969,970)
Net change in unrealized
 appreciation (depreciation)             261,922,214             3,174,709,110              (649,928,537)
---------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations             $    368,970,623          $  3,408,664,596          $   (675,434,857)
---------------------------------------------------------------------------------------------------------
</TABLE>

5    Interest Rate Swap Agreements

Belmar Capital has entered into interest rate swap agreements with Merrill Lynch
Capital  Services,  Inc. in connection with its real estate  investments and the
associated borrowings. Under such agreements,  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.  Interest rate
swap agreements open at March 31, 2004 and December 31, 2003 are listed below.
<TABLE>
<CAPTION>

  Notional                                        Initial                            Unrealized              Unrealized
   Amount                                        Optional           Final           Depreciation            Appreciation
   (000's        Fixed         Floating         Termination      Termination        At March 31,           At December 31,
  omitted)       Rate            Rate              Date             Date                2004                     2003
-------------------------------------------------------- --------------------------------------------------------------------
  <S>            <C>         <C>                   <C>              <C>             <C>                      <C>
  $58,363        4.90%       LIBOR + 0.20%         8/04             6/10            $   (453,483)            $         -
   58,363        4.95%       LIBOR + 0.20%         2/04             6/10                       -*                133,207
   55,831        4.875%      LIBOR + 0.20%         4/04             6/10                (112,109)                154,214
   43,010        4.755%      LIBOR + 0.20%         7/04             6/10                (190,000)                163,545
   56,978        4.695%      LIBOR + 0.20%         9/04             6/10                (316,710)                232,978
   64,418        4.565%      LIBOR + 0.20%         3/05             6/10                (500,205)                316,702
  110,068        3.9725%     LIBOR + 0.20%            -             6/10              (2,105,537)              1,090,199
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
                                                                                    $ (3,678,044)            $ 2,090,845
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
</TABLE>
*    Agreement was terminated on the Initial Optional Termination Date.

                                       12
<PAGE>

6    Segment Information

Belmar  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Company.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive  in their  long-term  investment  prospects.  Separate  from its
investment in Belvedere  Company,  Belmar Capital  invests in real estate assets
through its  subsidiary,  Belmar  Realty.  Belmar  Realty  invests  directly and
indirectly  in  Partnership  Preference  Units and  indirectly  in real property
through controlled subsidiaries,  Bel Alliance Apartments,  LLC (Bel Apartments)
and Bel Stamford (for the period January 14, 2004 to March 31, 2004). Management
services  for the  real  property  held by Bel  Apartments  are  provided  by an
affiliate of its minority  shareholder.  The management agreement provides for a
management fee and allows for reimbursement of payroll and other direct expenses
incurred by the manager in conjunction with managing  properties.  Belmar Realty
is currently disputing certain  expenditures,  allocations and reimbursements by
the property manager under the management agreement.

Belmar Capital evaluates performance of the reportable segments based on the net
increase  (decrease) in net assets from  operations of the  respective  segment,
which  includes net  investment  income  (loss),  net  realized  gain (loss) and
unrealized   appreciation   (depreciation).   The  accounting  policies  of  the
reportable  segments are the same as those for the Fund on a consolidated basis.
No reportable segments have been aggregated.  Reportable  information by segment
is as follows:

<TABLE>
<CAPTION>
                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
March 31, 2004                                              Portfolio*            Estate                Total
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                  <C>
Revenue                                                  $     3,904,629       $  18,581,141        $    22,485,770
Interest expense on mortgages                                          -          (6,554,619)            (6,554,619)
Interest expense on Credit Facility                             (300,745)           (935,652)            (1,236,397)
Operating expenses                                              (460,439)         (5,873,117)            (6,333,556)
Minority interest in net income of controlled
 subsidiary                                                            -             (48,115)               (48,115)
--------------------------------------------------------------------------------------------------------------------
Net investment income                                    $     3,143,445       $   5,169,638        $     8,313,083
Net realized gain                                              7,200,329          27,426,653             34,626,982
Change in unrealized appreciation (depreciation)              29,534,797         (36,700,163)            (7,165,366)
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
   operations of reportable segments                     $    39,878,571       $  (4,103,872)       $    35,774,699
--------------------------------------------------------------------------------------------------------------------



                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
March 31, 2003                                              Portfolio*            Estate                Total
--------------------------------------------------------------------------------------------------------------------
Revenue                                                  $     3,641,383       $  21,072,718        $    24,714,101
Interest expense on mortgages                                          -          (3,547,846)            (3,547,846)
Interest expense on Credit Facility                             (302,038)         (2,388,846)            (2,690,884)
Operating expenses                                              (270,648)         (5,514,554)            (5,785,202)
Minority interest in net income of controlled
 subsidiary                                                            -            (137,545)              (137,545)
--------------------------------------------------------------------------------------------------------------------
Net investment income                                    $     3,068,697       $   9,483,927        $    12,552,624
Net realized loss                                             (7,241,552)         (9,053,017)           (16,294,569)
Change in unrealized appreciation (depreciation)             (73,116,188)         21,268,241            (51,847,947)
--------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net assets from
 operations of reportable segments                       $   (77,289,043)      $  21,699,151        $   (55,589,892)
--------------------------------------------------------------------------------------------------------------------

                                       13
<PAGE>

                                                             Tax-Managed              Real
At March 31, 2004                                         Growth Portfolio*          Estate              Total
--------------------------------------------------------------------------------------------------------------------
Segment assets                                           $ 1,968,554,205       $ 652,410,612        $ 2,620,964,817
Segment liabilities                                           86,022,415         585,463,996            671,486,411
--------------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                        $ 1,882,531,790       $  66,946,616        $ 1,949,478,406
--------------------------------------------------------------------------------------------------------------------

At December 31, 2003
--------------------------------------------------------------------------------------------------------------------
Segment assets                                           $ 1,966,911,184       $ 623,035,741       $ 2,589,946,925
Segment liabilities                                           87,378,722         549,380,252           636,758,974
--------------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                        $ 1,879,532,462       $  73,655,489       $ 1,953,187,951
--------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Belmar Capital invests  indirectly in Tax-Managed  Growth Portfolio through
     Belvedere Company.


The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

<TABLE>
<CAPTION>
                                                                                   Three Months       Three Months
                                                                                      Ended              Ended
                                                                                  March 31, 2004     March 31, 2003
                                                                                 ----------------   ----------------
<S>                                                                               <C>                 <C>
Revenue:
 Revenue from reportable segments                                                 $ 22,485,770        $ 24,714,101
 Unallocated amounts:
  Interest earned on cash not invested in the Portfolio or in subsidiaries             190,453              23,431
                                                                                 ----------------   ----------------
Total revenue                                                                     $ 22,676,223        $ 24,737,532
                                                                                 ----------------   ----------------

Net increase (decrease) in net assets from operations:
 Net increase (decrease) in net assets from operations of reportable segments     $ 35,774,699        $(55,589,892)
 Unallocated amounts:
  Interest earned on cash not invested in the Portfolio or in subsidiaries             190,453              23,431
Unallocated amounts (1):
 Distribution and servicing fees                                                      (939,591)           (759,629)
 Interest expense on Credit Facility                                                  (434,410)            (54,916)
 Audit, tax, and legal fees                                                            (54,799)            (39,664)
 Other operating expenses                                                              (20,740)            (21,258)
                                                                                 ----------------   ----------------
Total net increase (decrease) in net assets from operations                       $ 34,515,612        $(56,441,928)
                                                                                 ----------------   ----------------


                                                                                  March 31, 2004     December 31, 2003
                                                                                 ----------------   -------------------
Net assets:
 Net assets of reportable segments                                                $1,949,478,406      $1,953,187,951
 Unallocated cash (2)                                                                  2,229,131           5,019,018
 Short-term investments (2)                                                           73,442,000          16,973,476
 Loan payable - Credit Facility (3)                                                 (123,763,585)        (54,357,683)
 Other liabilities                                                                      (146,836)           (210,905)
                                                                                 ----------------   -------------------
Total net assets                                                                  $1,901,239,116      $1,920,611,857
                                                                                 ----------------   -------------------
</TABLE>
(1)  Unallocated amounts represent expenses incurred that pertain to the overall
     operation  of  Belmar  Capital,  and do not  pertain  to  either  operating
     segment.
(2)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents not currently invested in the Portfolio or real estate assets.
(3)  Unallocated amount of loan payable - Credit Facility  primarily  represents
     borrowings  on hand to be used for  acquiring  investments.  However,  such
     borrowings  have also been used to pay  selling  commissions,  organization
     expenses and other liquidity needs of the Fund.

                                       14
<PAGE>

7    Subsequent Events

On May 3, 2004, Belmar Realty entered into an agreement to establish and acquire
a  majority   interest  in  two  controlled   subsidiaries.   These   controlled
subsidiaries will indirectly own certain industrial properties with an estimated
value of approximately $519,000,000 at acquisition. Belmar Realty is expected to
own an 80% interest in the controlled  subsidiaries  and a minority  shareholder
will own the remaining interests.  Based on the terms of the current agreements,
Belmar Realty  expects to acquire the  investments in the third quarter of 2004.
The  minority  shareholder  of  the  controlled  subsidiaries,  or an  affiliate
thereof, will manage the real property.

It is expected that the real property  will be financed  through first  mortgage
loans secured by the  properties  and an assignment of certain leases and rents.
The loans are  expected  to be without  recourse  to Belmar  Capital  and Belmar
Realty. No financing agreement has been entered into at this time.

On May 3,  2004,  Belmar  Capital  entered  into a  forward  interest  rate swap
agreement  with Merrill  Lynch Capital  Services,  Inc. in  anticipation  of its
future investment in the controlled  subsidiaries for the purpose of hedging the
interest rate of substantially all of the expected fixed-rate mortgage financing
of the real property over an expected 8-year term. Under such agreement,  Belmar
Capital has agreed to made  periodic  payments  at fixed  rates in exchange  for
payments at floating rates. The notional amount of the contract is $279,760,000,
which  approximates  Belmar  Capital's  expected 80% interest in the anticipated
secured debt of the controlled  subsidiaries.  The floating  interest rate to be
received by Belmar Capital is  three-month  LIBOR and the fixed interest rate to
be paid by Belmar Capital is 4.875%.  The swap agreement  entered into by Belmar
Capital is effective in June 2004 and terminates in June 2012.

                                       15
<PAGE>
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 Belmar 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.

Results of  Operations  for the Quarter  Ended  March 31,  2004  Compared to the
Quarter Ended March 31, 2003

(a) Results of Operations.

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

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

Performance  of  the  Fund.1  The  Fund's  investment  objective  is to  achieve
long-term,  after-tax  returns for  Shareholders.  Eaton Vance Management (Eaton
Vance),  as the Fund's  manager,  measures the Fund's  success in achieving  its
objective  based on the  investment  returns of the Fund,  using the  Standard &
Poor's  500  Composite  Index (the S&P 500) as the  Fund's  primary  performance
benchmark.  The S&P 500 is a broad-based unmanaged index of common stocks widely
used as a measure of U.S. stock market performance.  Eaton Vance's primary focus
in pursuing total return is on the Fund's common stock portfolio, which consists
of its indirect  interest in the Portfolio.  In measuring the performance of the
Fund's real estate investments held through Belmar Realty, Eaton Vance considers
whether,  through  current  returns  and changes in  valuation,  the real estate

 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.   Returns  are  calculated  by
     determining the percentage change in net asset value with all distributions
     reinvested.  The Portfolio's total return for the period reflects the total
     return of another fund that invests in the Portfolio,  adjusted for certain
     fund  expenses.  Performance  is for the stated time period only and is not
     annualized; due to market volatility, the Fund's current performance may be
     lower or higher.  The performance of the Fund and the Portfolio is compared
     to that of their  benchmark,  the S&P 500.  It is not  possible  to  invest
     directly in an Index.
                                       16
<PAGE>
investments  achieve  returns  that over the  long-term  exceed  the cost of the
borrowing  incurred to acquire such investments and thereby add to Fund returns.
The Fund has entered into interest  rate swap  agreements to fix the cost of its
borrowings  under the Credit  Facility used to acquire Belmar Realty's equity in
its real estate  investments and to mitigate in part the impact of interest rate
changes on the Fund's net asset value.

The Fund's  total return was 1.80% for the quarter  ended March 31,  2004.  This
return  reflects an increase in the Fund's net asset value per share from $86.28
to  $86.67  and a  distribution  of $1.15  per  share  during  the  period.  For
comparison,  the S&P 500 had a total return of 1.69% over the same  period.  The
performance  of the Fund trailed that of the  Portfolio by  approximately  0.32%
during the period. Last year, the Fund's total return was -3.57% for the quarter
ended March 31, 2003 . This return  reflected a decrease in the Fund's net asset
value per share  from  $69.87 to $65.78  and a  distribution  of $1.70 per share
during the period. For comparison, the S&P 500 had a total return of -3.15% over
the same period . The  performance of the Fund exceeded that of the Portfolio by
approximately 1.14% during th at period.

Performance  of the  Portfolio.  For the  quarter  ended  March  31,  2004,  the
Portfolio's  total  return was 2.12%,  compared to -4.71% for the quarter  ended
March 31, 2003.  International unrest coupled with weak employment, a struggling
dollar and surging oil prices pressured domestic markets in the first quarter of
2004.  Like the quarter  ended March 31,  2003,  volatility  was high during the
first quarter of 2004. However,  unlike the first quarter of 2003, major indices
experienced  positive returns in 2004 as fiscal and monetary  stimuli  supported
robust corporate earnings and productivity  growth.  During the first quarter of
2004, companies on average reported better than expected sales trends, increased
dividends  and  initiated  sizeable  share  buybacks  reflecting a steady global
economic  recovery.  While  large  capitalization  stocks  outperformed  smaller
capitalization  stocks  during the first quarter of 2003,  small  capitalization
stocks  outperformed  large-cap  companies  during the later months of 2003, and
continued to do so in the first quarter of 2004.  In addition,  during the first
quarter of 2004 higher quality stocks regained performance  leadership over last
year's prevailing higher volatility stocks.

During the quarter  ended March 31,  2004,  the  Portfolio's  sector  allocation
remained  similar to its allocation at March 31, 2003. The Portfolio's  stronger
quarterly  performance  relative to the S&P 500 during the first quarter of 2004
resulted from its  diversified  industry  exposure and positive stock  selection
decisions.  During the quarter  ended March 31,  2004,  the  Portfolio  remained
underweight  in  the  information   technology   sector,  the  market's  weakest
performing sector. Stock selection by the Portfolio's investment adviser, Boston
Management and Research ( Boston  Management ), in the computer  peripherals and
electronic equipment  industries was particularly  beneficial to the Portfolio's
performance  during the first  quarter of 2004.  Similar to the first quarter of
2003, valuation concerns prompted a de-emphasis of the telecommunication  sector
during the first quarter of 2004.  However,  telecommunication  services  stocks
generally  performed well during the first quarter of 2004. Similar to the first
quarter of 2003, the Portfolio was overweight the industrials sector. During the
first  quarter of 2004,  attractive  valuations  and positive  secular  business
trends  helped  machinery,  building  products  and  airfreight  stocks  of  the
aforementioned sector advance higher.

In the first quarter of 2003, Boston Management began increasing the Portfolio's
exposure to the energy  sector,  a change from its previous  underweight  stance
versus  the S&P  500.  This  allocation  shift  has  aided  performance,  as oil
exploration  and other energy  equipment and service names benefited from rising
oil prices.  Although the  Portfolio's  relative  overweight  of the  financials
sector  contributed  to its positive  return  during the quarter ended March 31,
2004 , the sub-par  performance of its commercial bank and capital market stocks
hindered  returns  during  the  quarter  .  While  Boston  Management   remained
optimistic  on the  consumer,  it  slightly  trimmed  the  Portfolio's  relative
overweight in the consumer discretionary and staples sectors. Portfolio holdings
in leisure,  retail,  and personal  products  benefited from continued  consumer
spending  driven by tax refunds,  strong  refinancing  activity and increases in
wages and salaries.  The Portfolio  maintained an  underweight of the healthcare
sector  relative to the S&P 500 during the quarter  ended  March 31,  2004,  but
added to holdings of stronger quarterly  performers such as healthcare equipment
and service companies.

Performance of Real Estate  Investments.  The Fund's real estate investments are
held  through  Belmar  Realty.  As of March 31,  2004,  real estate  investments
include a portfolio of Partnership  Preference  Units that are  affiliated  with
publicly traded real estate investment trusts (REITs),  a majority interest in a
real estate joint venture (Real Estate Joint Venture), and a property subject to
a long-term  triple net lease (Net Leased  Property).  As of March 31, 2004, the
estimated fair value of the Fund's real estate investments  represented 23.8% of
the Fund's total assets.  Adjusting for the minority interest of the real estate
operating  company that is the  principal  minority  investor in the Real Estate
Joint  Venture  as of  March  31,  2004,  the  Fund's  real  estate  investments
represented 30.5% of the Fund's net assets.

During the quarter  ended March 31,  2004,  Belmar  Realty sold (or  experienced
scheduled  redemptions of) certain of its Partnership  Preference Units totaling
approximately  $213.7 million (including sales to other investment funds advised

                                       17
<PAGE>
by Boston  Management),  recognizing gains of $30.5 million on the transactions.
At March 31,  2004,  the  estimated  fair value of Belmar  Realty's  Partnership
Preference  Units totaled $214.1 million compared to $557.8 million at March 31,
2003,  a decrease  of $343.7  million or 62%.  While the  decrease  in value was
principally due to fewer  Partnership  Preference  Units held at March 31, 2004,
the decrease also reflects lower per unit values of the  Partnership  Preference
Units held at March 31, 2004 due to their lower  average  coupon  rates.  In the
current  low  interest  rate  environment,  many  issuers  have  been  redeeming
Partnership  Preference  Units as Belmar  Realty's  call  protections  expire or
restructuring the terms of outstanding  Partnership  Preference Units in advance
of their  call  dates.  As a  result,  many of the  higher-yielding  Partnership
Preference  Units held by Belmar  Realty during the quarter ended March 31, 2003
were no longer held at March 31, 2004. Boston  Management  expects this trend to
continue through 2004.

The  Fund  saw  unrealized  depreciation  of the  estimated  fair  value  in its
Partnership  Preference Units of approximately  $27.5 million during the quarter
ended  March 31, 2004  compared to  approximately  $14.8  million of  unrealized
appreciation  during  the  quarter  ended  March 31,  2003.  The net  unrealized
depreciation  in the first  quarter  of 2004  consisted  of  approximately  $1.5
million of unrealized  depreciation  resulting from decreases in per unit values
of the Partnership  Preference Units held by Belmar Realty at March 31, 2004 (as
described  above),  and approximately  $26.0 million of unrealized  depreciation
resulting  from  the   reclassification   of  previously   recorded   unrealized
appreciation  as realized  gains due to sales of  Partnership  Preference  Units
during the quarter  ended March 31, 2004.  For the quarter ended March 31, 2003,
the Fund's investments in Partnership  Preference Units generally benefited from
declining interest rates and tightening  spreads in income-oriented  securities,
particularly in real estate-related securities.

Distributions from Partnership  Preference Units for the quarter ended March 31,
2004 totaled $6.4 million  compared to $12.5 million for the quarter ended March
31, 2003, a decrease of $6.1 million or 49%. The decrease was principally due to
fewer Partnership  Preference Units held on average, as well as to lower average
yields on Partnership  Preference  Units held during the quarter ended March 31,
2004.

During the quarter ended March 31, 2004, Belmar Realty acquired Bel Stamford LLC
(Bel Stamford) for approximately  $16.1 million (including  transaction  costs).
Bel Stamford owns a Net Leased Property in Stamford,  Connecticut,  with 682,000
square  feet of  rentable  space.  The  estimated  fair  value of the Net Leased
Property on March 31, 2004 was $242.8 million.

Like the quarter ended March 31, 2003, operations of Belmar Realty's Real Estate
Joint Venture were impacted by weak multifamily market  fundamentals  during the
quarter ended March 31, 2004.  While rental  income from real estate  operations
increased to  approximately  $12.2  million for the quarter ended March 31, 2004
compared to approximately  $8.6 million for the quarter ended March 31, 2003, an
increase  of $3.6  million  or  42%,  this  increase  was  primarily  due to the
acquisition of Bel Stamford.  The increase was partially offset by a decrease in
revenue from the operations of Belmar Realty's Real Estate Joint Venture. During
the quarter  ended March 31,  2004,  rental  revenue  from the Real Estate Joint
Venture  was  affected  by  reduced  apartment  rental  rates,   increased  rent
concessions, and lower occupancy levels, trends that continued from 2003.

Property  operating  expenses for Belmar Realty's Real Estate Joint Venture were
approximately  $4.4  million  for the quarter  ended March 31, 2004  compared to
approximately  $4.3 million for the quarter ended March 31, 2003, an increase of
$0.1 million or 2% (property  operating  expenses are before  certain  operating
expenses of Belmar  Realty of  approximately  $1.5 million for the quarter ended
March 31, 2004 and  approximately  $1.2 million for the quarter  ended March 31,
2003). The near-term outlook for multifamily property operations continues to be
weak. While  anticipated  economic and employment  growth is expected to lead to
improvements  over the longer term,  significant  employment  growth has not yet
occurred in most markets and low interest  rates have  contributed  to continued
apartment move-outs due to new home purchases and increased  competition for new
residents from ongoing development of new multifamily  properties.  As a result,
Boston Management,  Belmar Realty's manager,  expects that real estate operating
results in 2004 will  continue  to be similar to 2003's  results.  Under the net
lease  agreement,  the tenant of the Net Leased  Property owned by Belmar Realty
pays all property operating expenses. As a result, Belmar Realty does not record
operating expenses for the Net Leased Property.

At March 31, 2004, the estimated fair value of the real  properties held through
Belmar Realty was approximately  $428.8 million compared to approximately $202.9
million at March 31,  2003,  an  increase  of $225.9  million.  The  increase in
estimated  real property  value is  principally  due to the  acquisition  of Bel
Stamford.  The increase  was offset in part by lower  values for the  properties
held by the Real Estate Joint Venture. Despite weak market conditions,  declines
in values for  multifamily  properties  have  generally  been  modest,  as lower
near-term  property  earnings  expectations  have  been  offset in part by lower
capitalization rates. The Fund saw unrealized depreciation in the estimated fair
value of its other real estate  investments  (which includes Belmar Realty's Net
Leased  Property and its majority  interest in the Real Estate Joint Venture) of

                                       18
<PAGE>
approximately  $3.4 million  during the quarter ended March 31, 2004 compared to
unrealized  depreciation of approximately  $1.4 million during the quarter ended
March 31,  2003.  During  the  quarter  ended  March  31,  2003,  Belmar  Realty
experienced  declines in estimated  property  values  resulting from declines in
near-term earning expectations and the economic downturn.  However,  declines in
asset values for multifamily  properties during the quarter ended March 31, 2003
were  generally  modest as  decreases in  capitalization  rates  largely  offset
declining income level expectations.

On May 3, 2004,  Belmar  Realty  entered into  agreements  to  establish  Brazos
Property Trust (Brazos) and Cimmaron  Property Trust  (Cimmaron),  form ProLogis
Six Rivers  Limited  Partnership  (in  association  with  subsidiaries  of other
investment  funds advised by Boston  Management  and ProLogis,  a  publicly-held
REIT)  (Six  Rivers)  and merge Six  Rivers  with  Keystone  Property  Trust,  a
publicly-held  REIT  (Keystone).   It  is  expected  that  the  merger  will  be
consummated  during the third quarter of 2004,  subject to the  satisfaction  of
certain   conditions   precedent.   Upon  the  ultimate   consummation   of  the
transactions,  Belmar  Realty  will own an 80%  interest  in each of Brazos  and
Cimmaron  and ProLogis  will own a 20% interest in each of Brazos and  Cimmaron.
Brazos and Cimmaron each will own a partnership  interest in Six Rivers  through
which it will own 100% of the economic interest in certain industrial properties
acquired   through  the  merger  of  Six  Rivers  and  Keystone  and  valued  at
approximately $519 million at the date of acquisition. Prologis, or an affiliate
thereof, will manage the properties.  It is anticipated that Keystone's existing
direct  fixed-rate  obligations  will be retired  after the merger  date.  It is
anticipated that first mortgage financing estimated to be 60-65% of the property
value will be obtained in connection with the acquisition and will be secured by
the properties.  There can be no assurance that the conditions  precedent to the
consummation of the  transactions  described above will be satisfied or that the
financing required to acquire the properties will be obtained.

Performance  of Interest Rate Swap  Agreements.  For the quarter ended March 31,
2004,  net  realized  and  unrealized  losses on the Fund's  interest  rate swap
agreements totaled  approximately  $8.8 million,  compared to approximately $1.9
million of net realized and  unrealized  losses for the quarter  ended March 31,
2003.  Net realized and  unrealized  losses on swap  agreements  for the quarter
ended March 31, 2004 consisted of $5.8 million of unrealized depreciation due to
changes in swap agreement  valuations and $3.0 million of periodic payments made
pursuant to outstanding  swap  agreements (and classified as net realized losses
on interest rate swap  agreements).  For the quarter  ended March 31, 2003,  the
Fund had unrealized appreciation of $7.8 million due to swap agreement valuation
changes,  offset  by $9.7  million  of swap  agreement  periodic  payments.  The
negative  impact on Fund  performance  for the quarter ended March 31, 2004 from
changes in swap agreement valuations was attributable to a decline in swap rates
during the period. The positive contribution to Fund performance from changes in
swap  valuations  for the quarter  ended March 31, 2003 was due primarily to the
Fund's swap agreements  approaching optional termination dates, as relevant swap
rates were substantially unchanged.

(b) Liquidity and Capital Resources.

Outstanding Borrowings.  The Fund has entered into credit arrangements with DrKW
Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,  Inc.  (collectively,  the
Credit  Facility)  primarily  to finance  the Fund's  equity in its real  estate
investments and will continue to use the Credit Facility for such purpose in the
future.  The Credit Facility may also be used for other purposes,  including any
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.   As  of  March  31,  2004,  the  Fund  had
outstanding  borrowings of $385.0 million and unused loan  commitments of $118.5
million under the Credit Facility.  During the quarter ended March 31, 2004, the
Fund repaid $128.0 million of outstanding  borrowings as a result of a reduction
in its equity investments in real estate.

On May 3, 2004,  Belmar  Realty  entered an agreement  to establish  and acquire
majority  interests  in two Real Estate  Joint  Ventures,  Brazos and  Cimmaron.
Belmar Realty's  acquisition of its interests in Brazos and Cimmaron is expected
to occur in the third  quarter of 2004.  Brazos and  Cimmaron  are  expected  to
indirectly own industrial  properties with a value of approximately $519 million
at acquisition.  Belcrest Realty will own 80% of the interests in each of Brazos
and Cimmaron. The amount of Belmar Realty's net investment in each of Brazos and
Cimmaron will depend in part on the terms of the anticipated  mortgage financing
to  be  obtained  for  the  real  estate   assets,   closing   costs  and  other
consideration.  The Fund plans to increase  its  borrowings  under the  existing
Credit  Facility to fund its equity in each of Brazos and Cimmaron and has begun
discussions  with the DrKW Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,
Inc. in anticipation of its investment in each of Brazos and Cimmaron.

The Fund has entered into interest rate swap agreements with respect to its real
estate investments and associated borrowings.  Pursuant to these agreements, the
Fund makes periodic  payments to the counterparty at predetermined  fixed rates,
in exchange for floating-rate  payments at a predetermined spread plus one-month
LIBOR.  During  the terms of the  outstanding  interest  rate  swap  agreements,

                                       19
<PAGE>
changes in the  underlying  values of the  agreements are recorded as unrealized
appreciation or depreciation.  As of March 31, 2004, the unrealized depreciation
related to the interest rate swap agreements was approximately $3.7 million.  As
of March 31, 2003, the unrealized depreciation related to the interest rate swap
agreements was approximately $39.2 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest  Rate Risk.  The Fund's  primary  exposure to interest rate risk arises
from its real estate  investments  that are  financed by the Fund with  floating
rate  borrowings  under the Fund's  Credit  Facility and by  fixed-rate  secured
mortgage  debt  obligations  of the Real  Estate  Joint  Venture  and Net Leased
Property.  Partnership  Preference Units are fixed rate instruments whose values
will  generally  decrease  when  interest  rates rise and increase when interest
rates fall.  The interest rates on borrowings  under the Fund's Credit  Facility
are reset at regular  intervals based on one-month  LIBOR.  The Fund has entered
into interest rate swap  agreements to fix the cost of its borrowings  under the
Credit  Facility  used to  acquire  Belmar  Realty's  equity in its real  estate
investments  and to mitigate in part the impact of interest  rate changes on the
Fund's net asset value.  Under the terms of the interest  rate swap  agreements,
the Fund makes cash  payments  at fixed  rates in  exchange  for  floating  rate
payments that  fluctuate  with one-month  LIBOR.  The Fund's  interest rate swap
agreements  will  generally  increase  in value  when  interest  rates  rise and
decrease  in value when  interest  rates fall.  In the future,  the Fund may use
other interest rate hedging  arrangements  (such as caps, floors and collars) to
fix or limit borrowing costs. The use of interest rate hedging arrangements is a
specialized activity that can expose the Fund to significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 5 to the
Fund's unaudited condensed consolidated financial statements in Item 1 above.

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

<TABLE>
<CAPTION>
                                                                                                                       Estimated
                                                    2005      2006-2008     2009       Thereafter        Total        Fair Value
<S>                                                 <C>       <C>           <C>        <C>               <C>          <C>
-----------------------------------------------------------------------------------------------------------------------------------
Rate sensitive liabilities:
----------------------------------
Long-term debt:
----------------------------------
Fixed-rate mortgages                                                                  $389,748,179   $389,748,179    $422,700,000

Average interest rate                                                                         7.03%          7.03%
----------------------------------
Variable-rate Credit Facility                                                         $385,000,000   $385,000,000    $385,000,000

Average interest rate                                                                         1.29%          1.29%
-----------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative financial
instruments:
----------------------------------
Pay fixed / receive variable
interest rate swap agreements                                                         $388,668,000   $388,668,000    $ (3,678,044)

Average pay rate                                                                              4.53%          4.53%

Average receive rate                                                                          1.29%          1.29%
-----------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
----------------------------------
Fixed-rate Partnership Preference
Units:
----------------------------------

                                       20
<PAGE>
                                                                                                                       Estimated
                                                    2005      2006-2008     2009       Thereafter        Total        Fair Value
-----------------------------------------------------------------------------------------------------------------------------------
Cabot Industrial Properties,
L.P., 8.625% Series B Cumulative
Redeemable Preferred Units,
Callable 4/29/04, Current Yield:
8.30%                                            $20,147,160                                         $ 20,147,160    $ 24,945,600

Camden Operating, L.P., 7%
Series B Cumulative Redeemable
Perpetual Preferred Units,
Callable 12/2/08, Current Yield:
7.11%                                                                    $18,577,900                 $ 18,577,900    $ 22,167,000

Essex Portfolio, L.P., 7.875%
Series B Cumulative Redeemable
Preferred Units, Callable
12/31/09, Current Yield: 7.58%                                                        $ 11,997,050   $ 11,997,050    $ 16,881,182

Essex Portfolio, L.P., 9.30%
Series D Cumulative Redeemable
Preferred Units, Callable
7/28/10, Current Yield: 8.90%                                                         $ 25,465,575   $ 25,465,575    $ 31,332,720

MHC Operating Limited
Partnership, 9% Series D
Cumulative Redeemable Perpetual
Preference Units, Callable
9/29/04, Current Yield: 8.86%                    $20,544,240                                         $ 20,544,240    $ 20,320,000

PSA Institutional Partners,
L.P., 6.40% Series NN Cumulative
Redeemable Perpetual Preferred
Units, Callable

3/17/10, Current Yield: 6.90%                                                         $ 38,687,415   $ 38,687,415    $ 36,044,900
Price Development Company, L.P.,
8.95% Series B Cumulative
Redeemable Preferred Partnership
Units, Callable
7/28/04, Current Yield: 8.86%                    $20,085,760                                         $ 20,085,760    $ 20,200,000

Sun Communities Operating L.P.,
8.875% Series A Cumulative
Redeemable Perpetual Preferred
Units, Callable 9/29/04, Current
Yield: 8.71%                                     $26,227,200                                         $ 26,227,200    $ 30,552,000

Vornado Realty, L.P., 7% Series
D-10 Cumulative Redeemable
Preferred Units, Callable
11/17/08, Current Yield:
7.04%(1)                                                                 $11,457,262                 $ 11,457,262    $ 11,627,600
</TABLE>

 *   The  investments  listed reflect  holdings as of March 31, 2004. The Fund's
     current holdings may differ.

(1)  Belmar  Realty's  interest in these  Partnership  Preference  Units is held
     through Bel Holdings LLC.

Item 4. Controls and Procedures.

Eaton Vance, as the Fund's manager, conducted an evaluation of the effectiveness
of the Fund's  disclosure  controls and procedures (as defined by Rule 13a-15(e)
of the 1934 Act) as of the end of the period  covered by this  report,  with the
participation of the Fund's Chief Executive Officer and Chief Financial Officer.
Based on that  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
Officer  concluded  that the Fund's  disclosure  controls  and  procedures  were
effective.  There were no changes in the Fund's internal  control over financial
reporting  that  occurred  during the  quarter  ended  March 31,  2004 that have
materially  affected,  or are reasonably likely to materially affect, the Fund's
internal control over financial reporting.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance.  The Fund's Chief  Executive  Officer and
Chief  Financial  Officer  intend to report to the Board of  Directors  of Eaton
Vance, Inc. (the sole trustee of Eaton Vance) any significant  deficiency in the

                                       21
<PAGE>
design or operation of internal  control over  financial  reporting  which could
adversely  affect the Fund's  ability to record,  process,  summarize and report
financial data, and any fraud, whether or not material, that involves management
or other employees who have a significant  role in the Fund's  internal  control
over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Although in the ordinary course of business,  the Fund, Belmar Realty and Belmar
Realty'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,  Use of Proceeds and Issuer  Purchases of Equity
Securities.

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31,  2003,  shares of the Fund may be redeemed by  Shareholders  on any
business day.  Redemptions are met at the net asset value per share of the Fund.
The right to redeem is available to all  Shareholders  and all outstanding  Fund
shares are eligible  (except for shares subject to an estate freeze  election as
described in Item 5 of the Fund's Report on Form 10-K for the fiscal year ending
December 31, 2003).  During each month in the quarter ended March 31, 2004,  the
total  number of shares  redeemed  and the average  price paid per share were as
follows:

                          Total No. of Shares    Average Price Paid Per
Month Ended                   Redeemed(1)                  Share
-------------------------------------------------------------------------
January 31, 2004              220,402.93                  $86.50
-------------------------------------------------------------------------
February 29, 2004             37,086.161                  $87.78
-------------------------------------------------------------------------
March 31, 2004               184,872.853                  $85.14
-------------------------------------------------------------------------
Total                        442,361.944                  $85.89
-------------------------------------------------------------------------

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

Item 3. Defaults Upon Senior Securities.

None.

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

No matters were submitted to a vote of security  holders during the three months
ended March 31, 2004.

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:

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

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

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

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

(b)  Reports on Form 8-K:

     None.

                                       22
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 10, 2004.




                                        BELMAR CAPITAL FUND LLC

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




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

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

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

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

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




                                       24