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

                                    FORM 10-Q

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

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

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

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


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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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............................................ 1

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

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

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

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

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

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

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

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

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

Item 4.     Controls and Procedures..........................................19

PART  II    OTHER INFORMATION................................................20

Item 1.     Legal Proceedings................................................20

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds......20

Item 3.     Defaults Upon Senior Securities..................................20

Item 4.     Submission of Matters to a Vote of Security Holders..............20

Item 5.     Other Information................................................20

Item 6.     Exhibits.........................................................21

SIGNATURES...................................................................22

EXHIBIT INDEX................................................................23
<PAGE>
PART I.   FINANCIAL INFORMATION
Item 1.  Financial Statements.

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities
<TABLE>
<CAPTION>

                                                                                       March 31, 2005            December 31,
                                                                                        (Unaudited)                  2004
                                                                                   -----------------------  -----------------------
<S>                                                                                 <C>                      <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC
       (Belvedere Company)                                                          $   1,951,102,511        $   2,015,871,844
    Investment in Partnership Preference Units                                             33,829,050               63,687,600
    Investment in other real estate                                                       582,365,032              579,496,359
    Short-term investments                                                                 35,100,000                1,700,000
                                                                                   -----------------------  -----------------------
Total investments                                                                   $   2,602,396,593        $   2,660,755,803
    Cash                                                                                    3,518,877                6,789,395
    Open interest rate swap agreements, at value                                            8,366,254                2,701,342
    Distributions and interest receivable                                                       6,590                    6,511
    Other assets                                                                            7,202,175                6,789,882
                                                                                   -----------------------  -----------------------
Total assets                                                                        $   2,621,490,489        $   2,677,042,933
                                                                                   -----------------------  -----------------------

Liabilities:
    Loan payable - Credit Facility                                                  $     309,000,000        $     290,000,000
    Mortgages payable                                                                     453,908,265              455,098,913
    Swap interest payable                                                                      63,080                  144,508
    Security deposits                                                                         607,262                  502,487
    Accrued expenses:
       Interest expense                                                                     1,922,681                1,903,452
       Property taxes                                                                         491,245                   30,839
       Other expenses and liabilities                                                       3,705,689                2,879,715
    Minority interests in controlled subsidiaries                                          13,546,772               15,995,521
                                                                                   -----------------------  -----------------------
Total liabilities                                                                   $     783,244,994        $     766,555,435
                                                                                   -----------------------  -----------------------

Net assets                                                                          $   1,838,245,495        $   1,910,487,498

                                                                                   -----------------------  -----------------------
Shareholders' Capital                                                               $   1,838,245,495        $   1,910,487,498
                                                                                   -----------------------  -----------------------

Shares outstanding                                                                         20,720,707               20,880,411
                                                                                   -----------------------  -----------------------

Net asset value and redemption price per Share                                      $           88.72        $           91.50
                                                                                   -----------------------  -----------------------
</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, 2005           March 31, 2004
                                                               ------------------------ ------------------------
<S>                                                                <C>                       <C>
Investment Income:
    Dividends allocated from Belvedere Company
      (net of foreign taxes of $77,852 and
      $81,514, respectively)                                       $   8,091,353             $   6,838,925
    Interest allocated from Belvedere Company                             59,397                    33,780
    Expenses allocated from Belvedere Company                         (2,944,049)               (2,968,076)
                                                               ------------------------ ------------------------
    Net investment income allocated from
      Belvedere Company                                            $   5,206,701             $   3,904,629
    Rental income                                                     11,123,758                12,178,674
    Distributions from Partnership Preference Units                      667,833                 6,401,602
    Interest                                                             102,480                   191,318
                                                               ------------------------ ------------------------
Total investment income                                            $  17,100,772             $  22,676,223
                                                               ------------------------ ------------------------

Expenses:
    Investment advisory and administrative fees                    $   1,741,707             $   1,961,109
    Property management fees                                             158,133                   329,154
    Distribution and servicing fees                                      879,236                   939,591
    Interest expense on mortgages                                      6,481,670                 6,554,619
    Interest expense on Credit Facility                                2,131,608                 1,670,807
    Property and maintenance expenses                                    680,489                 2,915,734
    Property taxes and insurance                                         944,358                 1,169,214
    Miscellaneous                                                        768,733                   511,679
                                                               ------------------------ ------------------------
Total expenses                                                     $  13,785,934             $  16,051,907
Deduct-
    Reduction of investment advisory
      and administrative fees                                            462,142                   477,795
                                                               ------------------------ ------------------------
Net expenses                                                       $  13,323,792             $  15,574,112
                                                               ------------------------ ------------------------
Net investment income before
    minority interests in net income of
    controlled subsidiaries                                        $   3,776,980             $   7,102,111
Minority interests in net income
    of controlled subsidiaries                                          (236,262)                  (48,115)
                                                               ------------------------ ------------------------
Net investment income                                              $   3,540,718             $   7,053,996
                                                               ------------------------ ------------------------
</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, 2005           March 31, 2004
                                                                   ------------------------- ------------------------
<S>                                                                   <C>                         <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
   Investment transactions, securities sold short
     and foreign currency transactions allocated from
     Belvedere Company (identified cost basis)                        $  (1,174,904)              $   7,200,329
   Investment transactions in Partnership
     Preference Units (identified cost basis)                             4,349,676                  30,460,629
   Interest rate swap agreements (1)                                     (1,660,980)                 (3,033,976)
                                                                   ------------------------- ------------------------
Net realized gain                                                     $   1,513,792               $  34,626,982
                                                                   ------------------------- ------------------------

Change in unrealized appreciation
   (depreciation) -
     Investments, securities sold short and foreign
      currency allocated from Belvedere Company
      (identified cost basis)                                         $ (45,565,227)              $  29,534,797
     Investment in Partnership Preference Units
      (identified cost basis)                                            (3,631,351)                (27,504,776)
     Investment in other real estate
      (net of minority interest in unrealized (depreciation)
      appreciation of controlled subsidiaries of $(1,859,191)
      and $1,076,976, respectively)                                       4,130,077                  (3,426,498)
     Interest rate swap agreements                                        5,664,912                  (5,768,889)
                                                                   ------------------------- ------------------------
Net change in unrealized appreciation (depreciation)                  $ (39,401,589)              $  (7,165,366)
                                                                   ------------------------- ------------------------

Net realized and unrealized (loss) gain                               $ (37,887,797)              $  27,461,616
                                                                   ------------------------- ------------------------

Net (decrease) increase in net assets
      from operations                                                 $ (34,347,079)              $  34,515,612
                                                                   ========================= ========================
</TABLE>
(1)  Amounts  represent  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, 2005              December 31,
                                                                                      (Unaudited)                   2004
                                                                                ------------------------    ----------------------
<S>                                                                                <C>                        <C>
Increase (Decrease) in Net Assets:
    Net investment income                                                          $     3,540,718            $    25,224,494
    Net realized gain from investment transactions, securities sold short,
      foreign currency transactions and interest rate swap agreements                    1,513,792                 57,671,882
    Net change in unrealized appreciation (depreciation) of investments,
      securities sold short, foreign currency and interest rate swap
      agreements                                                                       (39,401,589)                52,072,410
                                                                                ------------------------    ----------------------
Net (decrease) increase in net assets from operations                              $   (34,347,079)           $   134,968,786
                                                                                ------------------------    ----------------------

Transactions in Fund Shares -
    Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                            $     9,834,087            $    10,101,552
    Net asset value of Fund Shares redeemed                                            (24,359,710)              (129,608,009)
                                                                                ------------------------    ----------------------
Net decrease in net assets from Fund Share transactions                            $   (14,525,623)           $  (119,506,457)
                                                                                ------------------------    ----------------------

Distributions -
    Distributions to Shareholders                                                  $   (23,369,301)           $   (25,586,688)
                                                                                ------------------------    ----------------------
Total distributions                                                                $   (23,369,301)           $   (25,586,688)
                                                                                ------------------------    ----------------------

Net decrease in net assets                                                         $   (72,242,003)           $   (10,124,359)

Net assets:
    At beginning of period                                                         $ 1,910,487,498            $ 1,920,611,857
                                                                                ------------------------    ----------------------
    At end of period                                                               $ 1,838,245,495            $ 1,910,487,498
                                                                                ========================    ======================
</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, 2005         March 31, 2004
                                                                                    ----------------------- ---------------------
<S>                                                                                    <C>                           <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                  $   (34,347,079)         $   34,515,612
Adjustments to reconcile net (decrease) increase in net assets from operations
    to net cash flows (for) from operating activities -
      Net investment income allocated from Belvedere Company                                (5,206,701)             (3,904,629)
      Decrease in escrow deposits                                                                    -                 811,800
      Increase in other assets                                                                (412,293)               (504,258)
      (Increase) decrease in distributions and interest receivable                                 (79)              1,108,013
      (Decrease) increase in interest payable for open swap agreements                         (81,428)                  2,739
      Increase in security deposits, accrued interest and
        accrued other expenses and liabilities                                                 949,978               1,282,177
      Increase (decrease) in accrued property taxes                                            460,406              (1,231,565)
      Proceeds from sales of Partnership Preference Units                                   30,576,875             213,665,294
      Payments for investments in other real estate                                                  -             (16,058,060)
      Increase in minority interest                                                            240,000                       -
      Increase in short-term investments                                                   (33,400,000)            (56,468,524)
      Improvements to rental property                                                         (597,790)               (267,893)
      Interest incurred on interest rate swap agreements                                    (1,660,980)             (3,033,976)
      Minority interests in net income of controlled subsidiaries                              236,262                  48,115
      Net realized gain from investment transactions,
        foreign currency transactions and interest rate swap agreements                     (1,513,792)            (34,626,982)
      Net change in unrealized (appreciation) depreciation of investments,
        foreign currency and interest rate swap agreements                                  39,401,589               7,165,366
                                                                                    ----------------------- ---------------------
Net cash flows (for) from operating activities                                         $    (5,355,032)         $  142,503,229
                                                                                    ----------------------- ---------------------

Cash Flows From (For) Financing Activities -
    Proceeds from Credit Facility                                                      $    19,000,000          $   15,000,000
    Repayment of Credit Facility                                                                     -            (143,000,000)
    Repayments of mortgages                                                                 (1,190,648)             (1,083,927)
    Payments for Fund Shares redeemed                                                       (1,123,807)               (767,886)
    Distributions paid to Shareholders                                                     (13,535,214)            (15,485,136)
    Distributions paid to minority shareholders                                             (1,065,817)                (16,800)
                                                                                    ----------------------- ---------------------
Net cash flows from (for) financing activities                                         $     2,084,514          $ (145,353,749)
                                                                                    ----------------------- ---------------------

Net decrease in cash                                                                   $    (3,270,518)         $   (2,850,520)

Cash at beginning of period                                                            $     6,789,395          $    6,605,096
                                                                                    ----------------------- ---------------------
Cash at end of period                                                                  $     3,518,877          $    3,754,576
                                                                                    ======================= =====================
</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, 2005            March 31, 2004
                                                                                -----------------------  -------------------------
<S>               <C>    <C>
Supplemental Disclosure and Non-cash Investing and
     Financing Activities -
      Interest paid on loan - Credit Facility                                      $   2,090,452              $   1,660,547
      Interest paid on mortgages                                                   $   6,433,894              $   5,637,684
      Interest paid on swap agreements                                             $   1,742,408              $   3,031,237
      Market value of securities distributed in payment of
        redemptions                                                                $  23,235,903              $  38,996,734
      Market value of real property and other assets, net of
        current liabilities, assumed in conjunction with
        acquisition of other real estate                                           $           -              $ 245,732,974
      Mortgages assumed in conjunction with acquisition
        of other real estate                                                       $           -              $ 229,674,914

       See notes to unaudited condensed consolidated financial statements
</TABLE>
                                       8
<PAGE>

BELMAR CAPITAL FUND LLC  as of March 31, 2005
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Highlights (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>
Net asset value - Beginning of period                                                                     $  91.500
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (1)                                                                                 $   0.170
Net realized and unrealized loss                                                                             (1.830)
------------------------------------------------------------------------------------------------------------------------------------
Total loss from operations                                                                                $  (1.660)
------------------------------------------------------------------------------------------------------------------------------------

Distributions
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                             $  (1.120)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                       $  (1.120)
------------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                           $  88.720
------------------------------------------------------------------------------------------------------------------------------------

Total Return (2)                                                                                              (1.80)%
------------------------------------------------------------------------------------------------------------------------------------


                                                                                     As a Percentage          As a Percentage
                                                                                     of Average Net           of Average Gross
Ratios                                                                                 Assets (3)              Assets (3)(8)
------------------------------------------------------------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
    Interest and other borrowing costs  (4)                                              1.29% (9)                0.94% (9)
    Operating expenses  (4)                                                              0.38% (9)                0.28% (9)
Belmar Capital Fund LLC Expenses
    Interest and other borrowing costs  (5)(6)                                           0.46% (9)                0.33% (9)
    Investment advisory and administrative fees, distribution and
        servicing fees and other Fund operating expenses (5)(7)                          1.20% (9)                0.87% (9)
                                                                                 --------------------------------------------------
Total expenses                                                                           3.33% (9)                2.42% (9)

Net investment income                                                                    0.77% (9)                0.56% (9)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                 $ 1,838,246
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                               0.12%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Calculated using average shares outstanding.
(2)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(3)  For the purpose of  calculating  ratios,  the income and expenses of Belmar
     Realty Corporation's (Belmar Realty) controlled subsidiaries are reduced by
     the proportionate interests therein of investors other than Belmar Realty.
(4)  Includes Belmar  Realty's  proportional  share of expenses  incurred by its
     controlled subsidiaries.
(5)  Includes  the  expenses of Belmar  Capital  Fund LLC (Belmar  Capital)  and
     Belmar  Realty.  Does not include  expenses of Belmar  Realty's  controlled
     subsidiaries.
(6)  Ratios do not include  interest  incurred in connection  with interest rate
     swap agreements. Had such amounts been included, ratios would be higher.
(7)  Includes  Belmar  Capital's  share of Belvedere  Capital Fund Company LLC's
     (Belvedere Company) allocated expenses,  including those expenses allocated
     from the Portfolio.
(8)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar Capital (including Belmar Capital's interest in 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's controlled subsidiaries are
     reduced by the  proportionate  interests  therein of  investors  other than
     Belmar Realty.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9

<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2005
Notes To Condensed Consolidated Financial Statements (Unaudited)

1    Basis of Presentation

The condensed  consolidated  interim financial statements of 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,  2004 and the  statement  of changes in net
assets for the year then ended have been  derived  from the  December  31,  2004
audited  financial  statements  but do not  include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain  amounts  in  the  prior  periods'  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, 2005 and December 31, 2004,  the Preferred  Shares were valued at $88.72 and
$91.50,  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,  other than
short-term obligations,  for the three months ended March 31, 2005 and March 31,
2004:
<TABLE>
<CAPTION>
                                                            Three Months Ended               Three Months Ended
               Investment Transaction                         March 31, 2005                   March 31, 2004
----------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                <C>
Decreases in investment in Belvedere Capital Fund
 Company LLC (Belvedere Company)                             $ 23,235,903                       $ 38,996,734
Acquisition of other real property (1)                       $          -                       $ 16,058,060
Sales of Partnership Preference Units (2)                    $ 30,576,875                       $213,665,294
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In January  2004,  Belmar Realty  purchased an indirect  investment in real
     property through its wholly-owned  subsidiary,  Bel Stamford Investors, LLC
     (Bel Stamford) for a net investment of $16,058,060.

(2)  Sales of Partnership  Preference Units for the three months ended March 31,
     2004 include  Partnership  Preference  Units sold to other investment funds
     advised by Boston  Management and Research (Boston  Management) for which a
     gain of  $22,355,905  was  recognized.  There were no sales of  Partnership
     Preference Units to other investment funds advised by Boston Management for
     the three months ended March 31, 2005.

4    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through  Belvedere Company for the three months ended
March 31, 2005 and March 31, 2004, including allocations of income, expenses and
net realized and  unrealized  gains  (losses)  for the  respective  periods then
ended:
<TABLE>
<CAPTION>
                                                                                Three Months Ended     Three Months Ended
                                                                                  March 31, 2005         March 31, 2004
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                    <C>
Belvedere Company's interest in the Portfolio (1)                                $ 12,584,989,585        $ 11,520,846,141
The Fund's investment in Belvedere Company (2)                                   $  1,951,102,511        $  1,968,554,205
Income allocated to Belvedere Company from the Portfolio                         $     52,138,985        $     39,365,471
Income allocated to the Fund from Belvedere Company                              $      8,150,750        $      6,872,705
Expenses allocated to Belvedere Company from the Portfolio                       $     14,031,081        $     12,634,511
Expenses allocated to the Fund from Belvedere Company                            $      2,944,049        $      2,968,076
Net realized (loss) gain from investment transactions, securities sold short
 and foreign currency transactions allocated to Belvedere Company
 from the Portfolio                                                              $     (7,321,051)       $     41,048,575
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to the Fund from
 Belvedere Company                                                               $     (1,174,904)       $      7,200,329
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to Belvedere
 Company from the Portfolio                                                      $   (280,637,975)       $    163,577,445
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to the Fund from
 Belvedere Company                                                               $    (45,565,227)       $     29,534,797
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of March 31, 2005 and 2004, the value of Belvedere Company's interest in
     the Portfolio  represents  67.7% and 63.9% of the  Portfolio's  net assets,
     respectively.

(2)  As of March 31, 2005 and 2004, the Fund's  investment in Belvedere  Company
     represents 15.5% and 17.1% of Belvedere Company's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2005,  December  31,  2004 and March 31, 2004 and its  operations  for the three
months  ended March 31, 2005,  for the year ended  December 31, 2004 and for the
three months ended March 31, 2004 follows:

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                             March 31, 2005        December 31, 2004        March 31, 2004
                                           -------------------- ------------------------ ---------------------
<S>                                          <C>                     <C>                    <C>
Investments, at value                        $18,468,165,880         $19,139,242,713        $18,003,359,532
Other assets                                     119,669,991             199,253,595             25,944,066
--------------------------------------------------------------------------------------------------------------
Total assets                                 $18,587,835,871         $19,338,496,308        $18,029,303,598
--------------------------------------------------------------------------------------------------------------
Loan payable - Line of Credit                $     4,200,000         $             -        $             -
Securities sold short, at value                            -             197,010,000                      -
Other liabilities                                    125,209                 343,906                254,697
--------------------------------------------------------------------------------------------------------------
Total liabilities                            $     4,325,209         $   197,353,906        $       254,697
--------------------------------------------------------------------------------------------------------------
Net assets                                   $18,583,510,662         $19,141,142,402        $18,029,048,901
==============================================================================================================
Dividends and interest                       $    77,449,217         $   292,265,206        $    62,101,320
--------------------------------------------------------------------------------------------------------------
Investment adviser fee                       $    20,297,088         $    77,609,178        $    19,348,796
Other expenses                                       611,649               2,649,363                598,921
Total expense reductions                             (59,259)                (26,706)                     -
--------------------------------------------------------------------------------------------------------------
Net expenses                                 $    20,849,478         $    80,231,835        $    19,947,717
--------------------------------------------------------------------------------------------------------------
Net investment income                        $    56,599,739         $   212,033,371        $    42,153,603
Net realized (loss) gain from
 investment transactions,
 securities sold short and
 foreign currency transactions                   (11,056,277)            152,422,840             64,894,806
Net change in unrealized
 appreciation (depreciation) of
 investments, securities sold
 short and foreign currency                     (422,252,722)          1,317,878,707            261,922,214
--------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net
 assets from operations                      $  (376,709,260)        $ 1,682,334,918        $   368,970,623
--------------------------------------------------------------------------------------------------------------
</TABLE>
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, 2005 and December 31, 2004 are listed below.
<TABLE>
<CAPTION>
             Notional                                   Initial
              Amount                                   Optional         Final            Unrealized             Unrealized
 Effective    (000's       Fixed        Floating      Termination    Termination       Appreciation at        Appreciation at
    Date     omitted)      Rate           Rate           Date            Date          March 31, 2005        December 31, 2004
----------- ----------- ------------ --------------- -------------- --------------- ---------------------- --------------------
<S>            <C>         <C>        <C>               <C>             <C>              <C>                  <C>
   02/04       $58,363     4.90%      LIBOR + 0.20%     8/04            6/10             $   668,409          $   129,965
   10/03        55,831     4.875%     LIBOR + 0.20%     4/04            6/10                 676,463              136,605
   10/03        43,010     4.755%     LIBOR + 0.20%     7/04            6/10                 666,966              203,743
   10/03        56,978     4.695%     LIBOR + 0.20%     9/04            6/10                 985,326              341,914
   10/03        64,418     4.565%     LIBOR + 0.20%     3/05            6/10               1,375,851              581,263
   10/03       110,068     3.9725%    LIBOR + 0.20%      -              6/10               3,993,239            1,307,852
----------- ----------- ------------ --------------- -------------- --------------- ---------------------- --------------------
  Total       $388,668                                                                  $  8,366,254          $ 2,701,342
----------- ----------- ------------ --------------- -------------- --------------- ---------------------- --------------------
</TABLE>
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 by its  investment
adviser 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

                                       12
<PAGE>

Realty invests  directly and indirectly in Partnership  Preference  Units and in
real property through controlled subsidiaries, Bel Alliance Apartments, LLC (Bel
Apartments),  Bel Stamford and Brazos  Property  Trust  (Brazos) (for the period
during  which Belmar  Realty  maintained  an interest in each of the  controlled
subsidiaries).

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 Belmar  Capital on a consolidated
basis. No reportable  segments have been aggregated.  Reportable  information by
segment is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended                                   Tax-Managed              Real
March 31, 2005                                            Growth Portfolio*          Estate              Total
------------------------------------------------------- ----------------------- ------------------ -------------------
<S>                                                          <C>                   <C>                 <C>
Revenue                                                      $   5,206,701         $    11,826,062     $ 17,032,763
Interest expense on mortgages                                            -              (6,481,670)      (6,481,670)
Interest expense on Credit Facility                               (596,850)               (852,643)      (1,449,493)
Operating expenses                                                (396,813)             (3,314,757)      (3,711,570)
Minority interest in net income of controlled
 subsidiaries                                                            -                (236,262)        (236,262)
------------------------------------------------------- ----------------------- ------------------ -------------------
Net investment income                                        $   4,213,038         $       940,730     $  5,153,768
Net realized (loss) gain                                        (1,174,904)              2,688,696        1,513,792
Net change in unrealized appreciation (depreciation)           (45,565,227)              6,163,638      (39,401,589)
------------------------------------------------------- ----------------------- ------------------ -------------------
Net (decrease) increase in net assets from operations
   of reportable segments                                    $ (42,527,093)        $     9,793,064     $(32,734,029)
------------------------------------------------------- ----------------------- ------------------ -------------------


For the Three Months Ended                                   Tax-Managed              Real
March 31, 2004                                            Growth Portfolio*          Estate              Total
------------------------------------------------------- ----------------------- ------------------ -------------------
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
Net 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              Real
At March 31, 2005                                         Growth Portfolio*          Estate              Total
---------------------------------------------------- ------------------------- ------------------ -------------------
Segment assets                                           $ 1,951,102,511          $ 634,887,590     $ 2,585,990,101
Segment liabilities                                           86,026,339            572,615,194         658,641,533
---------------------------------------------------- ------------------------- ------------------ -------------------
Net assets of reportable segments                        $ 1,865,076,172          $  62,272,396     $ 1,927,348,568
---------------------------------------------------- ------------------------- ------------------ -------------------


At December 31, 2004
---------------------------------------------------- ------------------------- ------------------ -------------------
Segment assets                                           $ 2,015,871,844          $ 658,486,334     $ 2,674,358,178
Segment liabilities                                           86,014,813            605,497,871         691,512,684
---------------------------------------------------- ------------------------- ------------------ -------------------
Net assets of reportable segments                        $ 1,929,857,031          $  52,988,463     $ 1,982,845,494
---------------------------------------------------- ------------------------- ------------------ -------------------
</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:

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                                    Three Months Ended          Three Months Ended
                                                                      March 31, 2005              March 31, 2004
                                                                  -----------------------     -----------------------
<S>                                                                    <C>                         <C>
Revenue:
 Revenue from reportable segments                                      $   17,032,763              $ 22,485,770
 Unallocated amounts:
  Interest earned on cash not invested in
   the Portfolio or in subsidiaries                                            68,009                   190,453
                                                                  -----------------------     -----------------------
Total revenue                                                          $   17,100,772              $ 22,676,223
                                                                  -----------------------     -----------------------

Net increase (decrease) in net assets from operations:
 Net (decrease) increase in net assets from
  operations of reportable segments                                    $  (32,734,029)             $ 35,774,699
 Unallocated investment income:
  Interest earned on cash not invested
   in the Portfolio or in subsidiaries                                         68,009                   190,453
  Unallocated expenses (1):
   Distribution and servicing fees                                           (879,236)                 (939,591)
   Interest expense on Credit Facility                                       (682,115)                 (434,410)
   Audit, tax, and legal fees                                                 (99,196)                  (54,799)
   Other operating expenses                                                   (20,512)                  (20,740)
                                                                  -----------------------     -----------------------
Total net (decrease) increase in net assets
 from operations                                                       $  (34,347,079)             $ 34,515,612
                                                                  -----------------------     -----------------------
</TABLE>
(1)  Unallocated  expenses  represent costs incurred that pertain to the overall
     operation  of  Belmar  Capital,  and do not  pertain  to  either  operating
     segment.
<TABLE>
<CAPTION>
                                                                      March 31, 2005            December 31, 2004
                                                                  -----------------------     -----------------------
<S>                                                                    <C>                         <C>
Net assets:
 Net assets of reportable segments                                     $1,927,348,568               $1,982,845,494
 Unallocated amounts:
  Cash (1)                                                                    400,388                      984,755
  Short-term investments (1)                                               35,100,000                    1,700,000
  Loan payable - Credit Facility (2)                                     (124,373,684)                 (74,796,809)
  Other liabilities                                                          (229,777)                    (245,942)
                                                                  -----------------------     -----------------------
Total net assets                                                       $1,838,245,495               $1,910,487,498
                                                                  -----------------------     -----------------------
</TABLE>
(1)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents not invested in the Portfolio or real estate assets.

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

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION (MD&A) AND
RESULTS OF OPERATIONS.

The information in this report contains  forward-looking  statements  within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as "may," "will," "should,"  "might,"  "expect,"
"anticipate,"  "estimate,"  and similar  words,  although  some  forward-looking
statements are expressed differently.  The actual results of 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.

(a) RESULTS OF OPERATIONS.

Increases and decreases in the Fund's net asset value per share are based on net
investment  income (or loss) and  realized  and  unrealized  gains and losses on
investments.  The  Fund's  net  investment  income  (or loss) is  determined  by
subtracting  the  Fund's  total  expenses  from its  investment  income and then
deducting  the net  investment  income (or loss)  attributable  to the  minority
interest  in  controlled  subsidiaries  of  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 directly or indirectly 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  and  interest  allocated to
Belvedere  Company by  Tax-Managed  Growth  Portfolio (the  Portfolio)  less the
expenses of Belvedere  Company  allocated to the Fund. The Fund's total expenses
include the Fund's investment advisory and administrative fees, distribution and
servicing fees,  interest  expense from mortgages on properties  owned by Belmar
Realty's controlled subsidiaries, interest expense on the Fund's Credit Facility
(described  in Item 2(b)  below),  property  management  fees,  property  taxes,
insurance,  maintenance and other expenses  relating to the properties  owned by
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 by its investment  adviser to be
high in quality and attractive in their long-term investment prospects.  Because
the  securities  holdings  of  the  Portfolio  are  broadly   diversified,   the
performance of the Portfolio cannot be attributed to one particular stock or one
particular  industry or market sector.  The performance of the Portfolio and the
Fund are substantially  influenced by the overall  performance of the U.S. stock
market,  as well as by the  relative  performance  versus the overall  market of
specific  stocks and classes of stocks in which the  Portfolio  maintains  large
positions.

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

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

(1)  Total  returns  are  historical  and  are  calculated  by  determining  the
     percentage  change in net asset  value with all  distributions  reinvested.
     Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that shares, when redeemed,  may be worth
     more or less than their original cost. The Portfolio's total return for the
     period  reflects  the total  return of  another  fund that  invests  in the
     Portfolio, adjusted for non-Portfolio expenses of that fund. Performance is
     for the  stated  time  period  only and is not  annualized;  due to  market
     volatility,  the Fund's  current  performance  may be lower or higher.  The
     performance  of the Fund and the  Portfolio  is  compared  to that of their
     benchmark,  the S&P 500 Index.  It is not possible to invest directly in an
     Index. 15
<PAGE>
Portfolio.  In measuring the performance of the Fund's real estate  investments,
Eaton Vance considers whether, through current returns and changes in valuation,
the real estate  investments  achieve returns that over the long-term exceed the
cost of the borrowings  incurred to acquire such  investments and thereby add to
Fund returns.  The Fund has entered into interest rate swap  agreements to fix a
substantial  portion of the  borrowing  costs under the Credit  Facility used to
acquire equity in its real estate investments and to mitigate in part the impact
of interest rate changes on the Fund's net asset value.

The Fund's  total return was -1.80% for the quarter  ended March 31, 2005.  This
return  reflects a decrease  in the Fund's net asset value per share from $91.50
to $88.72 and a  distribution  of $1.12 per share  during the period.  The total
return of the S&P 500 Index was -2.15% over the same period.  The performance of
the Fund  exceeded  that of the  Portfolio  by  approximately  0.18%  during the
period.  Last year,  the Fund had a total  return  performance  of 1.80% for the
quarter  ended March 31, 2004.  This return  reflected 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.  The S&P 500 Index had a total return of 1.69% over the
same  period.  The  performance  of the Fund  trailed  that of the  Portfolio by
approximately 0.32% during th at period.

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

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

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

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held  through  Belmar  Realty.  As of March 31,  2005,  real estate  investments
included  an  interest in a real estate  joint  venture  (the Real Estate  Joint
Venture),  Brazos Property Trust (Brazos),  a Net Leased Property,  Bel Stamford
Investors LLC (Bel Stamford),  and a portfolio of Partnership  Preference Units.
Brazos owns industrial distribution properties and Bel Stamford owns an interest
in leasehold  improvements of an office building and attached facilities subject
to a triple net lease.  As of March 31, 2005,  the  estimated  fair value of the
Fund's real estate investments represented 23.5% of the Fund's total assets on a
consolidated basis. After adjusting for the minority interest in the Real Estate
Joint  Venture,  the Fund's real  estate  investments  represented  30.8% of the
Fund's net assets as of March 31, 2005.

During  the  quarter  ended  March 31,  2005,  rental  income  from real  estate
operations  was  approximately  $11.1 million  compared to  approximately  $12.2
million for the quarter  ended March 31, 2004, a decrease of $1.1 million or 9%.
This decrease in rental  income was due to the fact that rental  revenues of the
properties  owned by Brazos  during the  quarter  ended March 31, 2005 were less
than the rental  revenues of the  multifamily  properties  owned by Bel Alliance
Apartments LLC (Bel Apartments)  during the quarter ended March 31, 2004. Belmar
Realty  sold its  interest in the Bel  Apartments  properties  in October  2004.
During the quarter ended March 31, 2004,  rental income increased  primarily due
to the  acquisition  of Bel  Stamford.  The increase was  partially  offset by a
decrease in rental  revenue for the  multifamily  properties of Bel  Apartments.
During the quarter  ended March 31, 2004,  Bel  Apartments'  rental  revenue was
affected by reduced  apartment  rental rates,  increased rent  concessions,  and
lower occupancy levels.

During the quarter  ended  March 31,  2005,  property  operating  expenses  were
approximately  $1.8  million  compared  to  approximately  $4.4  million for the
quarter  ended  March 31,  2004,  a decrease  of $2.6  million or 60%  (property
operating  expenses are before  certain  operating  expenses of Belmar Realty of

                                       16
<PAGE>
approximately $1.5 million for the quarter ended March 31, 2005 and $1.5 million
for the  quarter  ended March 31,  2004).  The  decrease  in property  operating
expenses was  principally  due to the fact that property  operating  expenses of
properties  owned by Brazos  during the  quarter  ended March 31, 2005 were less
than  property  operating  expenses of Bel  Apartments  during the quarter ended
March 31, 2004. Property operating expenses for the quarter ended March 31, 2004
were not  materially  different  from  operating  expenses for the quarter ended
March 31, 2003. Belmar Realty does not record property operting expenses for Bel
Stamford because expenses are assumed by the tenant under the terms of the lease
agreement.

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

At March 31, 2005,  the estimated fair value of the real  properties  indirectly
held  through  Belmar  Realty  was  approximately  $579.4  million  compared  to
approximately $428.8 million at March 31, 2004, a net increase of $150.6 million
or 35%. The net increase in estimated real property  values at March 31, 2005 as
compared  to March 31, 2004  resulted  from Belmar  Realty's  acquisition  of an
interest in Brazos in the third  quarter of 2004,  offset in part by its sale of
an interest in Bel  Apartments in 2004.  The increase in estimated real property
value at March 31, 2004 was  principally due to the acquisition of Bel Stamford.
The increase was offset in part by lower values for the  properties  held by Bel
Apartments.

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

During the quarter ended March 31, 2005, the Fund saw unrealized appreciation of
the estimated fair value of its other real estate  investments  (which  includes
Brazos) of  approximately  $4.1 million  compared to unrealized  depreciation of
approximately  $3.4  million  during  the  quarter  ended  March 31,  2004.  Net
unrealized  appreciation of approximately  $4.1 million during the quarter ended
March 31, 2005 consisted of unrealized  appreciation in the estimated fair value
of the properties of Brazos.

During the quarter  ended March 31, 2005,  Belmar Realty  experienced  scheduled
redemptions   of  certain  of  its   Partnership   Preference   Units   totaling
approximately $30.6 million, recognizing a gain of approximately $4.3 million on
the transactions. At March 31, 2005, the estimated fair value of Belmar Realty's
Partnership  Preference  Units totaled  approximately  $33.8 million compared to
approximately $214.1 million at March 31, 2004, a net decrease of $180.3 million
or 84%.  The net  decrease  in value was  principally  due to fewer  Partnership
Preference Units held at March 31, 2005 compared to March 31, 2004.  Partnership
Preference  Unit values at March 31, 2004  decreased  compared to March 31, 2003
due to fewer Partnership Preference Units held and lower average 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, 2004 were no longer held at March 31, 2005.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
depreciation of the estimated fair value of its Partnership  Preference Units of
approximately   $3.6  million   compared  to  net  unrealized   depreciation  of
approximately  $27.5 million  during the quarter  ended March 31, 2004.  The net
unrealized  depreciation of approximately  $3.6 million during the quarter ended
March  31,  2005   consisted  of   approximately   $0.5  million  of  unrealized
appreciation  as a result of  increases  in the per unit  values of  Partnership
Preference Units held by Belmar Realty at March 31, 2005, and approximately $4.1
million  of  unrealized  depreciation  resulting  from the  reclassification  of
previously recorded  unrealized  appreciation as realized gains due to the sales
of Partnership Preference Units during the quarter ended March 31, 2005. 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, 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.

                                       17
<PAGE>
Distributions from Partnership  Preference Units for the quarter ended March 31,
2005 totaled  approximately  $0.7 million compared to approximately $6.4 million
for the quarter  ended March 31,  2004,  a decrease of $5.7  million or 90%. The
decrease  was  principally  due to fewer  Partnership  Preference  Units held on
average  during the  quarter  as well as to lower  average  distribution  rates.
Distributions from Partnership  Preference Units for the quarter ended March 31,
2004 compared to March 31, 2003  decreased due to fewer  Partnership  Preference
Units  held  on  average,  as  well  as  lower  average  distribution  rates  on
Partnership Preference Units held during the quarter ended March 31, 2004.

PERFORMANCE  OF INTEREST RATE SWAP  AGREEMENTS.  For the quarter ended March 31,
2005,  net  realized  and  unrealized  gains on the  Fund's  interest  rate swap
agreements totaled  approximately  $4.0 million,  compared to approximately $8.8
million of net realized and  unrealized  losses for the quarter  ended March 31,
2004. Net realized and unrealized gains on swap agreements for the quarter ended
March 31, 2005 consisted of $5.7 million of net unrealized  gains due to changes
in swap agreement  valuations,  offset by $1.7 million of periodic payments made
pursuant to outstanding  swap  agreements (and classified as net realized losses
on interest rate swap  agreements).  For the quarter  ended March 31, 2004,  the
Fund had net unrealized  losses of $5.8 million due to swap agreement  valuation
changes and $3.0  million of swap  agreement  periodic  payments.  The  positive
impact on Fund  performance for the quarter ended March 31, 2005 from changes in
swap agreement  valuations was  attributable to an increase in swap rates during
the  period.  The  negative  impact on Fund  performance  from  changes  in swap
valuations  for the  quarter  ended  March 31, 2004 was due to a decline in swap
rates during the period.

(b) LIQUIDITY AND CAPITAL RESOURCES.

OUTSTANDING BORROWINGS.  The Fund has entered into credit arrangements with DrKW
Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,  Inc.  (collectively,  the
Credit  Facility)  primarily to finance the Fund's real estate  investments  and
will  continue to use the Credit  Facility for such  purpose in the future.  The
Credit  Facility may also be used for other  purposes,  including  any liquidity
needs of the Fund.  In the future,  the Fund may increase the size of the Credit
Facility  (subject to lender  consent) and the amount of outstanding  borrowings
thereunder.  As of March 31, 2005, the Fund had outstanding borrowings of $309.0
million and $99.5 million of unused loan commitments under the Credit Facility.

The Fund has  entered  into  interest  rate swap  agreements  with  respect to a
substantial  portion of its real estate  investments and associated  borrowings.
Pursuant  to  these  agreements,   the  Fund  makes  periodic  payments  to  the
counterparty at predetermined fixed rates in exchange for floating-rate payments
that  fluctuate  with  one-month  LIBOR.  During  the  terms of the  outstanding
interest  rate  swap  agreements,  changes  in  the  underlying  values  of  the
agreements are recorded as unrealized appreciation or depreciation.  As of March
31,  2005,  the  unrealized  appreciation  related  to the  interest  rate  swap
agreements was approximately $8.4 million.  As of March 31, 2004, the unrealized
depreciation related to the interest rate swap agreements was approximately $3.7
million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                        Interest Rate Sensitivity
                                                     Cost, Principal (Notional) Amount
                                                 by Contractual Maturity and Callable Date
                                                  for the Twelve Months Ended March 31,*

                                                                                                                      Estimated Fair
                                                                                                                       Value as of
                                2006       2007-2008        2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>            <C>              <C>             <C>             <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                                                   $453,908,265    $453,908,265    $452,000,000

Average interest rate                                                                          5.72%           5.72%
------------------------
Variable-rate Credit
Facility                                                                               $309,000,000    $309,000,000    $309,000,000

Average interest rate                                                                          3.08%           3.08%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
financial instruments:
------------------------
Pay fixed/receive
variable interest rate
swap agreements                                                                        $388,668,000    $388,668,000    $  8,366,254

Average pay rate                                                                               4.53%           4.53%

Average receive rate                                                                           3.07%           3.07%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
MHC Operating Limited
Partnership, 8.0625% Series
D Cumulative Redeemable
Perpetual Preference Units,
Callable 3/24/10, Current
Yield: 7.89%                                                            $20,544,240                    $ 20,544,240    $ 20,448,000

PSA Institutional Partners,
L.P., 6.40% Series NN
Cumulative Redeemable Perpetual
Preferred Units, Callable
3/17/10, Current Yield: 6.64%                                           $13,387,321                    $ 13,387,321    $ 13,381,050
</TABLE>

*    The amounts listed  reflect the Fund's  positions as of March 31, 2005. The
     Fund's current positions may differ.

ITEM 4. CONTROLS AND PROCEDURES.

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

                                       19
<PAGE>
As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance.  The Fund's Chief  Executive  Officer and
Chief  Financial  Officer  intend to report to the Board of  Directors  of Eaton
Vance, Inc. (the sole trustee of Eaton Vance) any significant  deficiency in the
design or operation of internal  control over  financial  reporting  which could
adversely  affect the Fund's  ability to record,  process,  summarize and report
financial data, and any fraud, whether or not material, that involves management
or other employees who have a significant  role in the Fund's  internal  control
over financial reporting.

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

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31, 2004,  shares of the Fund may be redeemed by Fund  shareholders  on
any business  day.  Redemptions  are met at the net asset value per share of the
Fund. 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  Annual  Report on Form 10-K for the fiscal
year ending December 31, 2004). During each month in the quarter ended March 31,
2005,  the total number of shares  redeemed and the average price paid per share
were as follows:

                              Total No. of Shares    Average Price Paid
Month Ended                      Redeemed(1)            Per Share
-------------------------------------------------------------------------
January 31, 2005                  29,040.982              $88.21
-------------------------------------------------------------------------
February 28, 2005                148,562.899              $89.77
-------------------------------------------------------------------------
March 31, 2005                    94,400.082              $89.97
-------------------------------------------------------------------------
Total                            272,003.963              $89.79
-------------------------------------------------------------------------

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

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

ITEM 5. OTHER INFORMATION.

None.

                                       20
<PAGE>
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.









                                       21
<PAGE>
                                   SIGNATURES

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



                                  BELMAR CAPITAL FUND LLC

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




                                       22
<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




                                       23