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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2001
                         Commission File No. 000-1108991
                                             -----------


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


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


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


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


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




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


                                  Page 1 of 24
<PAGE>
                             Belmar Capital Fund LLC
                                Index to Form 10Q

PART I -        FINANCIAL INFORMATION                                       Page

Item 1.         Condensed Consolidated Financial Statements

                Condensed Consolidated Statements of Assets
                and Liabilities as of June 30, 2001 (Unaudited)
                and December 31, 2000                                          3

                Condensed  Consolidated  Statements of Operations
                (Unaudited) for the Three  Months  Ended  June 30,
                2001 and 2000 and for the Six Months  Ended June 30,
                2001 and for the Period from the Start of Business,
                March 17, 2000 to June 30, 2000                                4


                Condensed  Consolidated  Statements  of  Changes
                in  Net  Assets (Unaudited)  for the Six Months
                Ended June 30,  2001 and for the Period  from the
                Start of  Business,  March 17,  2000 to June 30,2000           6

                Condensed  Consolidated  Statements of Cash Flows
                (Unaudited) for the Six Months  Ended June 30,  2001
                and for the Period  from the Start of Business,
                March 17, 2000 to June 30, 2000                                7

                Notes to Condensed Consolidated Financial Statements
                as of June 30, 2001 (Unaudited)                                9

Item 2.         Management's Discussion and Analysis of
                Financial Condition and Results of Operations                 15

Item 3.         Quantitative and Qualitative Disclosures About Market Risk    18

PART  II -      OTHER INFORMATION

Item 1.         Legal Proceedings                                             23

Item 2.         Changes in Securities and Use of Proceeds                     23

Item 3.         Defaults Upon Senior Securities                               23

Item 4.         Submission of Matters to a Vote of Security Holders           23

Item 5.         Other Information                                             23

Item 6.         Exhibits and Reports                                          23


SIGNATURES                                                                    24


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

 BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                  June 30,
                                                                                     2001             December 31,
                                                                                 (Unaudited)              2000
                                                                             --------------------  -------------------
<S>                                                                               <C>                  <C>
 Assets:
     Investment in Belvedere Capital LLC                                          $2,257,536,569       $2,485,733,611
     Investment in real estate Partnership Preference Units                          618,613,820          578,677,544
     Investment in other real estate                                                 233,382,878          228,933,113
     Short-term investments                                                           12,535,573            4,057,378
                                                                             --------------------  -------------------
             Total investments                                                    $3,122,068,840       $3,297,401,646
     Cash                                                                              2,567,026            2,256,168
     Cash - security deposits                                                            572,508              308,197
     Escrow deposits - restricted                                                      8,293,306           13,785,139
     Dividends receivable                                                                      -            5,337,003
     Accounts receivable and other assets                                                413,996            1,371,180
     Deferred expenses                                                                         -              882,499
     Prepaid expenses                                                                    258,787              572,818
                                                                             --------------------  -------------------
             Total assets                                                         $3,134,174,463       $3,321,914,650

 Liabilities:
    Loan payable                                                                  $  613,500,000       $  613,500,000
    Mortgage payable, net of unamortized debt issuance costs                         172,652,742          173,083,255
    Open interest rate swap contracts, at value                                       35,632,170           35,439,158
    Special distributions payable                                                      1,786,192                    -
    Security deposits                                                                    696,691              740,964
    Payable for Fund Shares redeemed                                                           -            3,218,084
    Swap interest payable                                                              1,070,429              357,842
    Accrued expenses:
        Interest expense                                                               4,311,336            4,038,348
        Accrued property taxes                                                         1,473,339            2,614,810
        Other accrued expenses                                                           611,782              590,660
    Other liabilities                                                                  3,713,809            3,054,387
    Minority interest in controlled subsidiary                                        23,108,284           27,561,714
                                                                             --------------------  -------------------
             Total liabilities                                                    $  858,556,774       $  864,199,222
                                                                             --------------------  -------------------
 Net assets                                                                       $2,275,617,689       $2,457,715,428
                                                                             --------------------  -------------------

 Shareholders' Capital
     Shareholders' capital                                                        $2,275,617,689       $2,457,715,428
                                                                             --------------------  -------------------

Shares Outstanding                                                                    24,607,668           25,122,311
                                                                             --------------------  -------------------

Net Asset Value and Redemption Price Per Share                                            $92.48               $97.83
                                                                             --------------------  -------------------
</TABLE>



                                       3
<PAGE>
<TABLE>
BELMAR CAPITAL FUND LLC
 Condensed Consolidated Statements of                                                                            For the period
 Operations  (Unaudited)                                                                                         from the start
                                                                                                                  of business,
                                                           Three Months      Three Months       Six Months         March 17,
                                                               Ended             Ended             Ended            2000 to
                                                             June 30,          June 30,          June 30,           June 30,
                                                               2001              2000              2001               2000
                                                         -----------------  ---------------- ------------------ -----------------
<S>                                                           <C>                <C>              <C>               <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $35,921, $13,725,
         $70,480 and $20,957, respectively)                   $ 5,376,228        $1,866,479        $10,807,949       $ 1,996,234
      Interest allocated from Belvedere Capital                   291,411           488,258          1,267,959           523,244
      Expenses allocated from Belvedere Capital                (3,404,806)       (1,279,588)        (6,923,265)       (1,438,085)
                                                         -----------------  ---------------- ------------------ -----------------
      Net investment income allocated from
          Belvedere Capital                                   $ 2,262,833        $1,075,149        $ 5,152,643       $ 1,081,393
      Dividends from Partnership Preference Units               4,992,740         7,202,512         19,350,453         9,880,128
      Rental income                                             8,903,540                 -         17,643,932                 -
      Interest                                                    153,621            14,782            414,834            14,782
                                                         -----------------  ---------------- ------------------ -----------------
              Total investment income                         $16,312,734        $8,292,443        $42,561,862       $10,976,303
                                                         -----------------  ---------------- ------------------ -----------------

 Expenses:
     Investment advisory and administrative fees              $ 1,923,355        $  730,475        $ 3,855,250       $   823,553
     Property management fees                                     341,687                 -            692,895                 -
     Distribution and servicing fees                            1,116,887           423,443          2,307,751           461,466
     Interest expense on credit facility                        8,783,017         4,462,076         19,574,582         4,997,894
     Interest expense on swap contracts                         5,854,066           649,796          9,988,745           802,779
     Interest expense on mortgages                              3,865,228                 -          7,697,778                 -
     Property and maintenance                                   3,241,307                 -          6,215,239                 -
     Property taxes and insurance                                 965,180                 -          1,941,190                 -
     Organization expenses                                              -            60,034                  -           636,885
     Legal and accounting services                                 67,369            15,668            354,782           146,146
     Custodian and transfer agent fees                             36,096            12,599             54,548            15,681
     Loan program structuring expense                              23,062             5,856             30,375            19,688
     Printing and postage                                           3,642            46,752              7,044            47,325
     Miscellaneous                                                 44,302             1,346            425,015             1,469
                                                         -----------------  ---------------- ------------------ -----------------
             Total expenses                                   $26,265,198        $6,408,045        $53,145,194       $ 7,952,886
Deduct -
    Reduction of investment advisory and
        administrative fees                                       557,385           207,091          1,148,302           233,150
                                                          ----------------- ----------------- ----------------- ------------------
Net expenses                                                  $25,707,813        $6,200,954        $51,996,892       $ 7,719,736
                                                          ----------------- ----------------- ----------------- ------------------
Net investment income (loss) before minority
     interest in net income of controlled
     subsidiary                                                (9,395,079)       $2,091,489         (9,435,030)        3,256,567
Minority interest in net income of
     controlled subsidiary                                       (113,488)                -           (356,888)                -
                                                          ----------------- ----------------  ----------------- ------------------
Net investment income (loss)                                  $(9,508,567)       $2,091,489        $(9,791,918)      $ 3,256,567
                                                           ---------------- ----------------- ----------------- ------------------
</TABLE>



                                       4
<PAGE>
<TABLE>
<S>                                                           <C>                <C>              <C>               <C>
     Condensed Consolidated Statements of
         Operations (Unaudited) (Continued)

 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
      Investment transactions from Belvedere
               Capital (identified cost basis)                $(8,367,362)       $4,297,153       $ (1,382,281)        $8,015,205
      Investment transactions in real property                          -                 -            428,905                  -
                                                         -----------------  ---------------- ------------------ -----------------
              Net realized gain (loss)                        $(8,367,362)        $4,297,153       $  (953,376)        $8,015,205
                                                         -----------------  ---------------- ------------------ -----------------
 Change in unrealized appreciation (depreciation) -
      Investment in Belvedere Capital (identified
              cost basis)                                    $127,249,668        $(6,307,621)    $(163,179,901)        $1,066,625
      Investments in Partnership Preference Units
             (identified cost basis)                           11,528,736         12,655,569        39,936,276          6,314,911
      Investment transactions in real property                  2,037,644                  -         2,037,644                  -
      Interest rate swap contracts                             11,759,935         (7,291,065)         (193,012)        (7,631,082)
                                                         -----------------  ---------------- ------------------ -----------------
     Net change in unrealized
            appreciation (depreciation)                      $152,575,983          $(943,117)    $(121,398,993)         $(249,546)
                                                         -----------------  ---------------- ------------------ -----------------

      Net realized and unrealized gain (loss)                $144,208,621         $3,354,036     $(122,352,369)        $7,765,659
                                                         -----------------  ---------------- ------------------ -----------------
Net increase (decrease) in net assets from
            operations                                       $134,700,054         $5,445,525     $(132,144,287)       $11,022,226
                                                         =================  ================ ================== =================
</TABLE>


                                       5
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets   (Unaudited)
<TABLE>
                                                                                                 For the period
                                                                                                from the start of
                                                                                                 business, March
                                                                                                       17,
                                                                              Six Months             2000 to
                                                                                 Ended              June 30,
                                                                            June 30, 2001             2000
                                                                          -------------------  --------------------
<S>                                                                          <C>                   <C>
 Increase (Decrease) in Net Assets
 Net investment income (loss)                                                $   (9,791,918)       $    3,256,567
 Net realized gain (loss) on investment transactions                               (953,376)            8,015,205
 Net change in unrealized appreciation (depreciation) of
         investments                                                           (121,398,993)             (249,546)
                                                                          -------------------  --------------------
 Net increase (decrease) in net assets from operations                        $(132,144,287)       $   11,022,226
                                                                          -------------------  --------------------

 Transactions in Fund shares -
      Investment securities contributed                                       $           -        $1,052,838,866
      Less - Selling commissions                                                          -            (3,080,571)
                                                                          -------------------  --------------------
Net contributions                                                             $           -        $1,049,758,295
Net asset value of Shares redeemed                                              (48,167,260)          (19,726,782)
                                                                          -------------------  --------------------
Net increase (decrease) in net assets from Fund Share transactions             $(48,167,260)       $1,030,031,513
                                                                          -------------------  --------------------
Distributions to Fund Shareholders
     Special distributions to Fund Shareholders                              $   (1,786,192)       $            -
                                                                          -------------------  --------------------
              Total distributions to Fund Shareholders                       $   (1,786,192)       $            -
                                                                          -------------------  --------------------

Net increase (decrease) in net assets                                        $ (182,097,739)       $1,041,053,739

 Net assets
    Beginning of period                                                      $2,457,715,428        $      105,000
                                                                          -------------------  --------------------
    End of period                                                            $2,275,617,689        $1,041,158,739
                                                                          ===================  ====================
</TABLE>


                                       6
<PAGE>
<TABLE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
                                                                                                        For the period
                                                                                                        from the start
                                                                                                         of business,
                                                                                      Six Months          March 17,
                                                                                         Ended              2000 to
                                                                                       June 30,            June 30,
                                                                                         2001                2000
                                                                                   ------------------  ------------------
<S>                                                                                     <C>              <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                            $(9,791,918)     $   3,256,567
Adjustments to reconcile net investment income (loss) to
       net cash flows used from (for) operating activities
       Amortization of debt issuance costs                                                  164,138                  -
       Net investment income allocated from Belvedere Capital                            (5,152,643)        (1,081,393)
       (Increase) decrease in dividends receivable                                        5,337,003         (2,586,591)
       Increase in security deposits                                                       (264,311)                 -
       Decrease in escrow deposits                                                        5,491,833                  -
       Decrease in prepaid expenses                                                         314,031                  -
       Decrease in accounts receivable and other assets                                     957,184                  -
       Increase in interest payable for open swap contracts                                 712,587            248,918
       Decrease in accrued property taxes                                                (1,141,471)                 -
       Increase in accrued interest and operating expenses and
              other liabilities                                                             146,049          2,165,360
       Increase in minority interest                                                              -            105,000
       Purchases of Partnership Preference Units                                                  -       (315,591,737)
       Payments for investments in other real property                                  (48,651,593)                 -
       Proceeds from sales of investments in other real property                         49,080,499                  -
       Sales of Partnership Preference Units                                                      -          4,271,468
       Improvements to property                                                          (5,786,731)                 -
       Net (increase) decrease in investment in Belvedere Capital                        21,014,517         (2,588,118)
       Increase in short-term investments                                                (8,478,195)        (2,113,191)
       Minority interest in net investment income of
               controlled subsidiary                                                        356,888                  -
                                                                                   --------------------------------------
       Net cash flows from (used for) operating activities                              $ 4,307,867      $(313,913,717)
Cash Flows From (for) Financing Activities -
       Proceeds from loan                                                               $         -      $ 320,000,000
       Payment on mortgage                                                                 (594,651)                 -
       Contributions from Investment Advisor and Manager                                          -            105,000
       Payments on behalf of investors (selling commissions)                                      -         (3,080,571)
       Capital contributed to controlled subsidiary                                         210,000                  -
       Payments for Fund Shares redeemed                                                 (3,612,358)          (203,316)
                                                                                   --------------------------------------
       Net cash flows from (used for) financing activities                              $(3,997,009)     $ 316,821,113

Net increase in cash                                                                    $   310,858      $   2,907,396

Cash at beginning of period                                                             $ 2,256,168      $           -
                                                                                   ------------------  ------------------
Cash at end of period                                                                   $ 2,567,026      $   2,907,396
                                                                                   ==================  ==================
</TABLE>


                                       7
<PAGE>
<TABLE>
<S>                                                                                     <C>              <C>
SUPPLEMENTAL DISCLOSURE AND NON-CASH INVESTING AND FINANCING ACTIVITIES-
       Securities contributed by Fund Shareholders, invested in Belvedere
           Capital                                                                    $           -     $1,052,838,866
       Change in unrealized appreciation (depreciation) of investments and
             open swap contracts                                                      $(121,398,993)    $     (249,546)
       Interest paid for loan                                                         $  17,885,376     $    3,250,998
       Interest paid for mortgages                                                    $   7,577,421     $            -
       Interest paid for swap contracts                                               $   9,276,158     $      553,861
       Market value of securities distributed in payment of redemptions               $  47,772,986     $   19,523,466
</TABLE>


                                       8
<PAGE>
BELMAR CAPITAL FUND LLC AS OF JUNE 30, 2001
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1 Organization

Belmar Capital Fund LLC (Belmar Capital) is a Delaware limited liability company
established to offer diversification and tax-sensitive  investment management to
persons  holding  large  and  concentrated  positions  in equity  securities  of
selected  publicly-traded  companies. The investment objective of Belmar Capital
is to achieve long-term, after-tax returns for Fund Shareholders. Belmar Capital
pursues this objective  primarily by investing  indirectly in Tax-Managed Growth
Portfolio (the Portfolio), a diversified, open-end management investment company
registered under the Investment  Company Act of 1940, as amended.  The Portfolio
is organized as a trust under the laws of the State of New York.  Belmar Capital
maintains its investment in the Portfolio by investing in Belvedere Capital Fund
Company LLC (Belvedere  Capital),  a separate  Massachusetts  limited  liability
company that invests  exclusively  in the Portfolio.  The  performance of Belmar
Capital and  Belvedere  Capital are directly and  substantially  affected by the
performance  of the  Portfolio.  Separate  from its  investment in the Portfolio
through  Belvedere  Capital,  Belmar  Capital  invests  in  real  estate  assets
including  income-producing  preferred equity interests in real estate operating
partnerships (Partnership Preference Units) affiliated with publicly-traded real
estate  investment  trusts (REITs) and an interest in a controlled real property
subsidiary.

The accompanying  condensed  consolidated financial statements of Belmar Capital
include  the  accounts  of Belmar  Realty  Corporation  (BRC)  and Bel  Alliance
Apartments,  LLC  (Bel  Apartments)  (collectively,   the  Fund).  All  material
intercompany accounts and transactions have been eliminated.

2 Interim Financial Statements

The condensed  consolidated  interim financial  statements of Belmar Capital and
its  subsidiaries  as of June 30,  2001 and June 30, 2000 and for the six months
ended June 30,  2001 and for the period  from the start of  business,  March 17,
2000 to June 30, 2000 have been prepared by the Fund, without audit, pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  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  and
cash flows at the dates and for the  periods  presented.  It is  suggested  that
these interim  financial  statements be read in  conjunction  with the financial
statements and the notes thereto  included in the Fund's latest annual report on
Form 10. Results for interim periods are not necessarily  indicative of those to
be expected for the entire fiscal year.

Reclassifications  have been made to the prior period's financial  statements to
conform to the current period's presentation.


                                       9
<PAGE>
3 Estate Freeze

Shareholders in the Fund 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 Fund Shares,  plus any returns thereon
in excess of the fixed annual priority of the Preferred Shares. The existence of
restructured  Fund  Shares does not  adversely  affect  Shareholders  who do not
participate  in  the  election  nor  do  the   restructured   Fund  Shares  have
preferential rights to Fund Shares that have not been restructured. Shareholders
who  subdivide  Fund Shares under this  election  sacrifice  certain  rights and
privileges  that they would  otherwise  have with  respect to the Fund Shares so
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and fractional undivided Fund Shares.

The  allocation  of the  Fund's  net asset  value  per  Share of $92.48  between
Preferred and Common Shares that have been restructured is as follows:

                                              Per Share Value
                                             At June 30, 2001
--------------------------------------------------------------------
                               Preferred                    Common
Date of Contribution              Shares                    Shares
--------------------------------------------------------------------
March 17, 2000                    $92.48                      $0.00
May 16, 2000                       92.48                       0.00
July 19, 2000                      92.48                       0.00

4 Investment Transactions

Increases  and decreases of the Fund's  investment in Belvedere  Capital for the
six  months  ended  June  30,  2001  aggregated   $19,373,046  and  $88,160,549,
respectively,  and for the period from the start of business  March 17, 2000, to
June 30, 2000 aggregated  $1,060,633,831  and $24,730,313,  respectively.  There
were no purchases and sales of Partnership  Preference  Units for the six months
ended June 30, 2001. For the period from the start of business,  March 17, 2000,
to June 30, 2000, purchases and sales of Partnership Preference Units aggregated
$315,591,737  and  $4,271,468,  respectively.  For the six months ended June 30,
2001,  acquisitions and sales of other real property aggregated  $48,651,593 and
$49,080,499,  respectively.  For the period from the start of business March 17,
2000,  to June 30,  2000,  there  were no  acquisitions  or sales of other  real
property.


                                       10
<PAGE>
Purchases and sales of Partnership  Preference  Units during the period from the
start of business  March 17, 2000,  to June 30, 2000 include  amounts  purchased
from and sold to other funds sponsored by Eaton Vance Management (EVM).

5 Indirect Investment in Portfolio

Belvedere   Capital's   interest  in  the   Portfolio   at  June  30,  2001  was
$9,970,047,835  representing 54.6% of the Portfolio's net assets and at June 30,
2000 was  $8,894,702,269  representing  52.4% of the Portfolio's net assets. The
Fund's  investment  in  Belvedere  Capital at June 30,  2001 was  $2,257,536,569
representing  22.6% of Belvedere  Capital's  net assets and at June 30, 2000 was
$1,046,066,741  representing 11.8% of Belvedere Capital's net assets. Investment
income  allocated to Belvedere  Capital  from the  Portfolio  for the six months
ended June 30, 2001 totaled  $50,467,696,  of which $12,075,908 was allocated to
the Fund.  Investment  income allocated to Belvedere  Capital from the Portfolio
for the period  from the start of  business  March 17,  2000,  to June 30,  2000
totaled  $25,730,055,  of which  $2,519,478 was allocated to the Fund.  Expenses
allocated to Belvedere  Capital from the Portfolio for the six months ended June
30, 2001 totaled  $21,587,638,  of which  $5,153,314  was allocated to the Fund.
Expenses  allocated to Belvedere  Capital from the Portfolio for the period from
the start of business March 17, 2000, to June 30, 2000 totaled  $11,256,983,  of
which  $1,071,518  was  allocated  to  the  Fund.  Belvedere  Capital  allocated
additional  expenses to the Fund of $1,769,951 for the six months ended June 30,
2001, representing $40,472 of operating expenses and $1,729,479 of service fees.
Belvedere Capital allocated  additional expenses to the Fund of $366,567 for the
period from the start of business March 17, 2000, to June 30, 2000, representing
$11,479 of operating expenses and $355,088 of service fees (Note 9).

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2001,  December 31, 2000 and June 30, 2000 and its operations for the six months
ended June 30,  2001,  the year ended  December 31, 2000 and for the period from
the start of business March 17, 2000, to June 30, 2000 follows:

<TABLE>
                                          June 30,             December 31,              June 30,
                                            2001                   2000                    2000
                                     -------------------- ------------------------ ----------------------
<S>                                      <C>                      <C>                    <C>
 Investments, at value                   $18,239,311,489          $18,318,105,043        $16,968,560,668
 Other Assets                                 19,932,030              251,324,504            129,856,981
 ----------------------------------- -------------------- ------------------------ ----------------------
 Total Assets                            $18,259,243,519          $18,569,429,547        $17,098,417,649
 Total Liabilities                               463,366              184,360,662            122,641,585
 ----------------------------------- -------------------- ------------------------ ----------------------
 Net Assets                              $18,258,780,153          $18,385,068,885        $16,975,776,064
 =================================== ==================== ======================== ======================
 Dividends and interest                    $  93,075,546            $ 189,740,537         $   49,135,637
 ----------------------------------- -------------------- ------------------------ ----------------------
 Investment adviser fee                    $  38,822,203            $  73,317,616         $   20,852,727
 Other expenses                                  959,382                2,500,093                664,059
 ----------------------------------- -------------------- ------------------------ ----------------------
 Total expenses                            $  39,781,585            $  75,817,709         $   21,516,786
 ----------------------------------- -------------------- ------------------------ ----------------------
 Net investment income                     $  53,293,961            $ 113,922,828         $   27,618,851
 Net realized gains                          (12,705,834)             196,962,539            197,496,128
 Net unrealized gains (losses)            (1,238,423,587)             141,360,943             37,352,932
 ----------------------------------- -------------------- ------------------------ ----------------------
 Net increase (decrease) in net
 assets from operations                  $(1,197,835,460)          $  452,246,310          $ 262,467,911
 ----------------------------------- -------------------- ------------------------ ----------------------
</TABLE>


                                       11
<PAGE>
6 Rental Property

The average occupancy rate for real property held by Bel Apartments,  consisting
of 5,806 residential  units, was approximately 90% at June 30, 2001 and December
31,  2000.  The fair  value of real  property  owned  by the  Fund  through  Bel
Apartments at June 30, 2001 and December 31, 2000 is as follows:

<TABLE>
                                                           June 30, 2001                  December 31, 2000
                                                           -------------                  ------------------
<S>                                                          <C>                                 <C>
Land                                                         $44,302,798                         $44,302,798
Buildings, improvements and other assets                     189,080,080                         184,630,315
                                                       -----------------            ------------------------
Fair Value                                                  $233,382,878                        $228,933,113
                                                       -----------------            ------------------------
</TABLE>

7 Cancelable Interest Rate Swap Agreements

The Fund has entered into cancelable interest rate swap agreements in connection
with its real estate investments and the associated borrowings.  The notional or
contractual  amounts of these  instruments  may not  necessarily  represent  the
amounts  potentially  subject to risk. The  measurement of the risks  associated
with these  investments is meaningful only when  considered in conjunction  with
all related assets, liabilities and agreements. As of June 30, 2001 and December
31, 2000,  the Fund has entered into  cancelable  interest rate swap  agreements
with Merrill Lynch Capital Services, Inc.

<TABLE>
                  Notional                                    Initial                              Unrealized       Unrealized
                   Amount                                     Optional            Final           Depreciation     Depreciation
  Effective        (000's      Fixed        Floating        Termination        Termination      At June 30, 2001    At December
     Date         omitted)      Rate          Rate              Date               Date           (Unaudited)        31, 2000
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
<S>                   <C>      <C>              <C>             <C>                <C>                <C>              <C>
     3/00             27,500   8.96%    Libor + .40%            3/05               3/30               $1,951,661       $2,090,656
     3/00             19,146   9.09%    Libor + .40%            4/04               3/30                1,244,920        1,275,653
     3/00             43,181   9.20%    Libor + .40%            6/03               3/30                2,425,739        2,349,306
     3/00             21,766   9.24%    Libor + .40%            4/03               3/30                1,181,315        1,131,694
     3/00             38,102   9.11%    Libor + .40%            2/04               3/30                2,409,102        2,441,132
     3/00             20,659   9.13%    Libor + .40%           11/03               3/30                1,246,496        1,242,356
     3/00             23,027   9.05%    Libor + .40%            7/04               3/30                1,537,279        1,599,508
     5/00             10,773   9.54%    Libor + .40%            4/03               3/30                  688,637          664,167
     5/00             12,984   9.50%    Libor + .40%            6/03               3/30                  864,028          839,556
     5/00              9,608   9.46%    Libor + .40%           11/03               3/30                  705,278          700,422
     5/00             13,274   9.42%    Libor + .40%            2/04               3/30                1,013,271        1,019,736
     5/00             12,063   9.38%    Libor + .40%            4/04               3/30                  939,440          954,860
     5/00             10,799   9.35%    Libor + .40%            7/04               3/30                  872,795          896,944
     5/00             41,185   9.31%    Libor + .40%            9/04               3/30                3,369,952        3,490,916
     5/00              7,255   9.26%    Libor + .40%            3/05               3/30                  629,748          663,842
     7/00             22,982   9.17%    Libor + .40%            2/03               3/30                1,106,597        1,050,464
</TABLE>


                                       12
<PAGE>
<TABLE>
<S>                   <C>      <C>              <C>             <C>                <C>                 <C>              <C>
     7/00             28,305   9.15%    Libor + .40%            4/03               3/30                1,448,542        1,389,085
     7/00             32,404   9.13%    Libor + .40%            6/03               3/30                1,736,617        1,684,599
     7/00              3,383   9.08%    Libor + .40%           11/03               3/30                  197,049          196,831
     7/00             12,062   9.00%    Libor + .40%            2/04               3/30                  703,148          716,644
     7/00             24,622   8.99%    Libor + .40%            4/04               3/30                1,480,398        1,528,127
     7/00              9,184   8.97%    Libor + .40%            7/04               3/30                  577,136          604,506
     7/00             13,454   8.93%    Libor + .40%            9/04               3/30                  849,712          899,160
     7/00             17,888   8.87%    Libor + .40%            3/05               3/30                1,180,831        1,277,995
     9/00             39,407   7.46%    Libor + .40%             -                 9/10                2,510,676        2,741,566
    11/00             11,776   8.34%    Libor + .40%            3/05               3/30                  410,874          354,841
    11/00              2,338   8.41%    Libor + .40%            9/04               3/30                   81,234           66,110
    11/00             23,636   8.48%    Libor + .40%            2/04               3/30                  774,694          588,364
    11/00             20,264   8.60%    Libor + .40%            6/03               3/30                  643,065          433,793
    11/00             28,629   8.66%    Libor + .40%            2/03               3/30                  851,936          546,325
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
Total                                                                                                $35,632,170      $35,439,158
--------------- ------------- --------- ----------------- ----------------- ------------------- ----------------- ----------------
</TABLE>

8 Debt

A Mortgage - Real  property  held by Bel  Apartments  is financed  through loans
collateralized  by its real  estate  assets,  mortgage  loan  deposit  accounts,
including all  subaccounts  thereunder,  and an assignment of certain leases and
rents.  Balances at June 30, 2001 and December 31, 2000,  excluding  unamortized
debt issuance costs, are as follows:

<TABLE>
                                                     Monthly
                                                  Principal and
                                     Annual          Interest            Balance at                Balance at
 Maturity Date                    Interest Rate      Payment           June 30, 2001           December 31, 2000
 -------------                    -------------      -------           -------------           -----------------
<S>                                  <C>            <C>                 <C>                       <C>
 October 1, 2010                     8.56%          $ 530,376           $ 68,311,230              $ 68,531,692
 October 1, 2010                     8.54%            458,550             59,167,592                59,359,514
 October 1, 2010                     8.55%            299,792             38,647,582                38,772,626
 September 1, 2027                   7.68%             73,293              9,926,741                 9,983,964
                                                  ---------------     -----------------      ---------------------------
                                                   $1,362,011           $176,053,145              $176,647,796
                                                  ---------------     -----------------      ---------------------------
</TABLE>

Scheduled  repayments of mortgages,  excluding  unamortized debt issuance costs,
for the years subsequent to June 30, 2001 and December 31, 2000 are as follows:

<TABLE>
Years Ending June 30,                 Amount          Years Ending December 31,                          Amount
----------------------                ------          --------------------------                         ------
<S>                                  <C>              <C>                                            <C>
2002                                 $ 1,438,692      2001                                           $1,175,020
2003                                   1,560,519      2002                                            1,277,787
2004                                   1,698,071      2003                                            1,393,907
2005                                   1,847,758      2004                                            1,476,894
2006                                   2,010,652      2005                                            1,649,899
Thereafter                           167,497,453      Thereafter                                    169,674,289
                                     -----------                                                   ------------
                                    $176,053,145                                                   $176,647,796
                                    ------------                                                   ------------
</TABLE>

B Credit  Facility  - The  Fund  has  entered  into a  revolving  securitization
facility (the  Commercial  Paper  Facility) of up to $700 million with a special
purpose commercial paper issuer (the CP Issuer) and Citicorp North America, Inc.
as agent for the CP Issuer.  The  Commercial  Paper  Facility is  supported by a
committed  liquidity  facility (the  Liquidity  Facility)  provided by Citibank,


                                       13
<PAGE>
N.A.,  under which borrowings may be made for a maximum term of seven years from
the Fund's  initial  closing.  The CP Issuer funds advances under the Commercial
Paper Facility by issuing  highly rated  commercial  paper notes.  On borrowings
under the Commercial  Paper Facility,  the Fund pays a rate of interest equal to
the CP Issuer's  cost of funding  plus a margin and certain  fees and  expenses.
Interest expense  includes a commitment fee of  approximately  0.18% per year on
the unused portion of the Commercial  Paper  Facility.  In the event that the CP
Issuer is unable or  unwilling to maintain  advances to the Fund,  it may assign
its advances to the providers of the Liquidity  Facility.  Borrowings  under the
Liquidity Facility will be at an annual rate of one-month Libor plus 0.75%.

Initial  borrowings  under  the  Commercial  Paper  Facility  have  been used to
purchase real estate assets, to pay organizational costs and selling expenses of
the Fund, and to provide for short-term liquidity needs of the Fund.  Additional
borrowings  under the  Commercial  Paper  Facility may be made in the future for
these purposes.  At June 30, 2001 and at December 31, 2000,  amount  outstanding
under the Commercial Paper Facility totaled $613,500,000.

9 Management Fee and Other Transactions with Affiliates

The Fund and the Portfolio have engaged Boston  Management and Research (BMR), a
wholly-owned  subsidiary of EVM, as investment  adviser.  Under the terms of the
advisory agreement with the Portfolio,  BMR receives a monthly fee of 5/96 of 1%
(0.625%  annually)  of the  average  daily  net  assets of the  Portfolio  up to
$500,000,000 and at reduced rates as daily net assets exceed that level. For the
six months  ended  June 30,  2001 and for the  period  from the Fund's  start of
business  March 17, 2000 to June 30, 2000,  the advisory fee  applicable  to the
Portfolio  was  0.44%  (annualized),of  average  daily  net  assets.   Belvedere
Capital's  allocated  portion  of the  advisory  fee was  $21,066,909  of  which
$5,037,871 was allocated to the Fund for the six months ended June 30, 2001, and
$10,895,682  of which  $1,029,707 was allocated to the Fund, for the period from
the Fund's start of business, March 17, 2000 to June 30, 2000.

In addition,  Belmar  Capital pays BMR, but for the fee cap described  below,  a
monthly  advisory and  administrative  fee of 1/20 of 1% (0.60% annually) of the
average  daily  gross  assets of Belmar  Capital  reduced by the  portion of the
advisory  and  management  fees  payable  by  the  Portfolio  and  BRC  that  is
attributable to the value of the Fund's direct or indirect  investment  therein.
The term "gross assets" with respect to Belmar Capital is defined to include all
of Belmar Capital's  assets  (including  Belmar Capital's  interest in Belvedere
Capital  and Belmar  Capital's  ratable  share of the  assets of its  controlled
subsidiary),  without  reduction  by any  liabilities.  BRC pays  BMR a  monthly
management  fee at a rate of 1/20 of 1%  (equivalent  to 0.60%  annually) of the
average  daily gross assets of BRC. The term "gross  assets" with respect to BRC
is defined to include all assets of BRC without  reduction  by any  liabilities.
The advisory and management  fees payable by the Portfolio and BRC in respect of
Belmar Capital's direct or indirect investment therein is credited toward Belmar
Capital's advisory and administrative fee payment. For the six months ended June
30, 2001 and for the period from the start of  business,  March 17, 2000 to June
30, 2000, the advisory and  administrative  fee payable to BMR by the Fund, less
the Fund's allocated share of the Portfolio's  advisory fee, totaled  $3,855,250
and $823,553, respectively.

EVM and BMR will not  receive  separate  compensation  for serving as manager of
Belmar Capital and manager of Belvedere Capital, respectively.


                                       14
<PAGE>
As compensation for its services as placement  agent,  Belmar Capital pays Eaton
Vance Distributors,  Inc. (EVD) a monthly distribution fee at a rate of 1/120 of
1% (equivalent to 0.10% annually) of Belmar Capital's  average daily net assets.
For the six  months  ended June 30,  2001 and for the  period  from the start of
business,  March 17, 2000, to June 30, 2000, Belmar Capital's  distribution fees
paid or accrued to EVD totaled $1,148,302 and $233,150, respectively.

Payments to the Eaton Vance  organization for investment  advisory,  management,
administration and distribution  services made by or in respect of the Fund on a
direct or  indirect  basis are subject to a monthly fee cap at a rate of 1/20 of
1%  (equivalent  to 0.60%  annually) of the average daily gross assets of Belmar
Capital  (as  defined  above).  Payments  subject to the monthly fee cap are the
distribution  fee,  Belmar  Capital's  share of the advisory and management fees
paid by the Portfolio,  and BRC and Belmar Capital's advisory and administrative
fee.   BMR  has  agreed  to  waive  a  portion  of  the  monthly   advisory  and
administrative  fee otherwise  payable by Belmar  Capital as necessary to comply
with the monthly fee cap. For the six months  ended June 30,  2001,  and for the
period from the start of  business,  March 17, 2000,  to June 30, 2000,  BMR has
waived $1,148,302 and $233,150, respectively, of the advisory and administrative
fee of Belmar Capital.

Pursuant to a servicing  agreement between Belvedere Capital and EVD,  Belvedere
Capital  pays  a  servicing  fee to  EVD  for  providing  certain  services  and
information to  shareholders.  The servicing fee is paid on a quarterly basis at
an annual  rate of 0.15% of  Belvedere  Capital's  average  daily net assets and
totaled  $7,248,420  and  $3,753,900 for the six months ended June 30, 2001, and
for the period from the start of  business,  March 17,  2000,  to June 30, 2000,
respectively, of which $1,729,479 and $355,088,  respectively,  was allocated to
Belmar  Capital.  Pursuant to a servicing  agreement  between Belmar Capital and
EVD,  Belmar  Capital  pays a servicing  fee to EVD on a  quarterly  basis at an
annual rate of 0.25% of Belmar Capital's  average daily net assets,  less Belmar
Capital's allocated share of the servicing fee payable by Belvedere Capital. For
the six  months  ended  June 30,  2001,  and for the  period  from the  start of
business,  March 17, 2000, to June 30, 2000,  the servicing fee paid directly by
Belmar Capital  totaled  $1,159,449 and $228,316,  respectively.  Of the amounts
allocated to and  incurred by the Fund,  for the six months ended June 30, 2001,
$497,784 was paid to subagents. For the period from the start of business, March
17, 2000, to June 30, 2000, no amounts were paid to subagents.

Bel  Apartments  indirectly  holds real  property  through its interests in four
operating partnerships. Each operating partnership has entered into a management
agreement  with an affiliate of the Bel  Apartments  minority  shareholder.  The
management  agreements  provide for a management fee and allow for reimbursement
to the manager for all direct expenses  incurred by the manager for managing the
Bel  Apartments  properties.  For  the six  months  ended  June  30,  2001,  Bel
Apartments paid or accrued property  management fees of $692,895.  There were no
management fees paid or accrued by Bel Apartments for the period from the Fund's
start of business, March 17, 2000, to June 30, 2000.

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

Increases and decreases in Belmar  Capital Fund LLC's (the Fund) net asset value
per share are derived from net  investment  income,  and realized and unrealized
gains and losses on the Fund's interest through  Belvedere  Capital Fund Company


                                       15
<PAGE>
LLC (Belvedere  Capital) in Tax-Managed  Growth Portfolio (the Portfolio),  real
estate investments held through its subsidiary, Belmar Realty Corporation (BRC),
and any  direct  investments  of the  Fund.  Expenses  of the Fund  include  its
pro-rata  share  of the  expenses  of  Belvedere  Capital,  and  indirectly  the
Portfolio,  as well as the  actual  and  accrued  expenses  of the Fund and BRC,
including its subsidiary,  Bel Alliance  Apartments,  LLC (Bel Apartments).  The
Fund's most significant  expense is interest incurred on borrowings  incurred in
connection with its real estate investments.  The Fund's realized and unrealized
gains and losses on investments are based on its allocated share of the realized
and  unrealized  gains and losses of  Belvedere  Capital,  and  indirectly,  the
Portfolio, as well as realized and unrealized gains and losses on investments in
real  estate  through  BRC.  The  realized  and  unrealized  gains and losses on
investments have the most  significant  impact on the Fund's net asset value per
share and result from sales of such  investments and changes in their underlying
value.  The investments of the Portfolio  consist  primarily of common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and attractive in their long-term investment  prospects.  Because the securities
holdings  of the  Portfolio  are broadly  diversified,  the  performance  of the
Portfolio  cannot  be  attributed  to one  particular  stock  or one  particular
industry or market  sector.  The  performance  of the Portfolio and the Fund are
substantially  influenced by the overall  performance of the United States 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.  Through the impact of interest  rates on the valuation of the Fund's
investments  in  income-producing  preferred  equity  interests  in real  estate
operating  partnerships  (Partnership  Preference  Units)  through  BRC  and its
positions in interest rate swap agreements,  the performance of the Fund is also
affected by movements in interest  rates,  and  particularly,  changes in credit
spread  relationships.  On a combined basis, the Fund's  Partnership  Preference
Units and interest  rate swaps  generally  decline in value when credit  spreads
widen (as fixed income markets grow more risk-averse) and generally  increase in
value when credit spreads tighten.

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30, 2001 AND THE SIX MONTHS
ENDED JUNE 30, 2001

The Fund achieved  total return  performance  of 6.2% for the quarter ended June
30,  2001.  This  return  reflects an increase in the Fund's net asset value per
share from $87.12 to $92.48. For comparison,  the S&P 500, an unmanaged index of
large  capitalization  stocks  commonly used as a benchmark for the U.S.  equity
market, had a total return of 5.9% over the same period.

During the second quarter of 2001, the U.S.  equity market rallied from the lows
reached in March. The recovery was uneven,  and tailed off toward the end of the
quarter.  The best  performing  market  sector in the  quarter  was  technology,
followed by basic materials and financials.  The bounce in technology stocks was
driven by  aggressive  investors  making  the bet that the  bottom  in  industry
fundamentals  must be near,  though few signs of such a bottoming  have emerged.
Financial and other  interest-sensitive  stocks  benefited  from the  continuing
activity of the Federal Reserve to lower short-term interest rates. In the first
six months of 2001, the benchmark federal funds rate was lowered six times, by a
total of 2.75%.  Market  sentiment also benefited from the June enactment of the
Bush  Administration's  tax relief  program.  But worries about  weakness in the
economy and a collapse in corporate profits continued to weigh upon the market.


                                       16
<PAGE>
In this environment of halting  recovery,  the performance of the Portfolio fell
modestly below that of the overall market.  The Fund was able to outperform both
the Portfolio and the S&P 500 due to the  incremental  returns  derived from the
Fund's real estate  investments.  The U.S.  real estate  market  remains in good
balance despite widespread weakness in the general economy.

The Fund  achieved  total return  performance  of -5.5% for the six months ended
June 30, 2001. This return reflects a decrease in the Fund's net asset value per
share from $97.83 to $92.48. For comparison,  the S&P 500, an unmanaged index of
large  capitalization  stocks  commonly used as a benchmark for the U.S.  equity
market, had a total return of -6.7% over the same period.

During  the  first  half of 2001,  the U.S.  equity  market  continued  the weak
performance  pattern  prevalent since early 2000.  After bottoming in March, the
market  rallied  strongly  before tailing off again toward the end of the second
quarter.  The best performing market sector in the six-month period was consumer
cyclicals, and especially retail stocks, which recovered strongly from depressed
levels at year-end 2000. The weakest  performing  market sectors were technology
and  healthcare.  The market  suffered  from a  weakening  economic  outlook,  a
collapse  in  corporate  profits  and  valuation  levels  that  remain  high  by
historical  standards.  These  negative  effects  were partly  mitigated  by the
continuing  activity of the Federal Reserve to lower short-term  interest rates.
In the first half of 2001,  the  benchmark  federal  funds rate was  lowered six
times,  by a total of  2.75%.  Market  sentiment  also  benefited  from the June
enactment of the Bush Administration's tax relief program.

In this period of market weakness and halting  recovery,  the performance of the
Portfolio fell modestly below that of the overall  market.  The Fund was able to
outperform  both the  Portfolio and the S&P 500 due to the  incremental  returns
derived from the Fund's real estate  investments.  The U.S.  real estate  market
remains in good balance despite widespread weakness in the general economy.

Liquidity and Capital Resources
-------------------------------

As of June 30, 2001, the Fund had outstanding borrowings of $613.5 million under
a seven-year revolving securitization facility (the "Commercial Paper Facility")
with a special  purpose  commercial  paper issuer (the "CP Issuer") and Citicorp
North America, Inc. as agent for the CP Issuer. The Commercial Paper Facility is
supported by a committed liquidity facility (the "Liquidity  Facility") provided
by Citibank,  N.A.,  the term of which extends until March 17, 2007.  The Fund's
obligations   under  the  Commercial  Paper  Facility  and  Liquidity   Facility
(collectively,  the "Credit  Facility") are secured by a pledge of substantially
all of its assets,  including  BRC common stock and shares of Belvedere  Capital
held by the Fund.  Belmar Capital has available  under the Credit Facility $86.5
million in unused loan  commitments to meet  short-term  liquidity needs and for
other purposes.

The Fund may redeem  shares of  Belvedere  Capital at any time.  Both  Belvedere
Capital and the Portfolio follow the practice of normally meeting redemptions by
distributing  securities  drawn from the  Portfolio.  Belvedere  Capital and the
Portfolio may also meet  redemptions by distributing  cash. As of June 30, 2001,
the Portfolio had cash and short-term  investments  totaling $181.8 million. The
Portfolio  participates  in a $150 million  multi-fund  unsecured line of credit


                                       17
<PAGE>
agreement with a group of banks.  The Portfolio may temporarily  borrow from the
line of credit to satisfy  redemption  requests in cash or to settle  investment
transactions. The Portfolio had no outstanding borrowings under the $150 million
line of credit at June 30,  2001,  and,  as of that date,  the net assets of the
Portfolio  totaled $18,258.8  million.  To ensure liquidity for investors in the
Portfolio,  the  Portfolio  may not  invest  more than 15% of its net  assets in
illiquid  assets.  As  of  June  30,  2001,  restricted  securities,  which  are
considered illiquid, constituted 2.0% of the net assets of the Portfolio.

The  Partnership  Preference  Units  held by BRC are not  registered  under  the
Securities  Act of 1933 (the  Securities  Act) and are  subject  to  substantial
restrictions on transfer. As such, they are considered illiquid.

BRC's  investments in real estate apart from  Partnership  Preference  Units are
also  considered  illiquid.  BRC's  investment  in Bel  Apartments  similarly is
considered  illiquid,  and has been  structured as an investment of at least ten
years (until 2010), at which time a buy/sell  mechanism offers liquidity to both
BRC and its respective minority shareholders.

Redemptions of Fund shares are met primarily by  distributing  securities  drawn
from  the  Portfolio,  although  cash  may  also  be  distributed.  Shareholders
generally do not have the right to receive the proceeds of Fund  redemptions  in
cash.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
-------------------------------------------------------------------

The value of Fund shares may not increase or may decline. The performance of the
Fund fluctuates. There can be no assurance that the performance of the Fund will
match that of the United States stock market or that of other equity  funds.  In
managing the Portfolio for the long-term,  after-tax  returns,  the  Portfolio's
investment adviser generally seeks to avoid or minimize sales of securities with
large  accumulated  capital  gains,  including  contributed   securities.   Such
securities  constitute  a  substantial  portion of the assets of the  Portfolio.
Although the  Portfolio  may utilize  certain  management  strategies in lieu of
selling appreciated securities, the Portfolio's,  and hence the Fund's, exposure
to losses during stock market declines may nonetheless be higher than funds that
do  not  follow  a  general  policy  of  avoiding  sales  of  highly-appreciated
securities.

The Portfolio invests in securities issued by foreign companies and the Fund may
acquire foreign  investments.  Foreign  investments  involve  considerations and
possible risks not typically associated with investing in the United States. The
value of foreign  investments  to U.S.  investors  may be adversely  affected by
changes in currency rates. Foreign brokerage  commissions custody fees and other
costs of investing are generally  higher than in the United States,  and foreign
investments  may be less liquid,  more  volatile and more subject to  government
regulation  than in the United States.  Foreign  investments  could be adversely
affected  by  other  factors  not  present  in  the  United  States,   including
expropriation,  confiscatory  taxation,  lack of uniform accounting and auditing
standards,  armed conflict,  and potential  difficulty in enforcing  contractual
obligations.

Risks of Certain Investment Techniques
--------------------------------------
In  managing  the  Portfolio,  the  investment  adviser  may  purchase  or  sell
derivative   instruments  (which  derive  their  value  by  reference  to  other
securities,  indices,  instruments,  or currencies) to hedge against  securities
price declines and currency movements and to enhance returns.  Such transactions


                                       18
<PAGE>
may include,  without  limitation,  the purchase and sale of stock index futures
contracts  and options on stock index  futures;  the purchase of put options and
the sale of call options on securities held;  equity swaps; and the purchase and
sale of forward currency exchange contracts and currency futures.  The Portfolio
may make short sales of securities  provided that an equal amount is held of the
security  sold  short  (a  covered  short  sale)  and may  also  lend  portfolio
securities.  The use of these  investment  techniques is a specialized  activity
that  may be  considered  speculative  and  which  can  expose  the Fund and the
Portfolio  to  significant  risk of loss.  Successful  use of  these  investment
techniques is subject to the ability and performance of the investment  adviser.
The Fund's and the Portfolio's  ability to meet their investment  objectives may
be adversely affected by the use of these techniques. The writer of an option or
a party to an  equity  swap may  incur  losses  that  substantially  exceed  the
payments, if any, received from a counterparty. Swaps, caps, floors, collars and
over-the-counter  options are private contracts in which there is also a risk of
loss in the event of a default on an obligation to pay by the counterparty. Such
instruments  may be  difficult  to value,  may be illiquid and may be subject to
wide  swings in  valuation  caused  by  changes  in the price of the  underlying
security,  index,  instrument  or  currency.  In  addition,  if the  Fund or the
Portfolio  has  insufficient  cash  to meet  margin,  collateral  or  settlement
requirements,   it  may  have  to  sell   assets  to  meet  such   requirements.
Alternatively, should the Fund or the Portfolio fail to meet these requirements,
the counterparty or broker may liquidate positions of the Fund or the Portfolio.
The Portfolio may also have to sell or deliver securities  holdings in the event
that it is not able to purchase securities on the open market to cover its short
positions or to close out or satisfy an exercise  notice with respect to options
positions it has sold.  In any of these cases,  such sales may be made at prices
or in circumstances that the investment adviser considers unfavorable.

The Portfolio's ability to utilize covered short sales, certain equity swaps and
certain equity collar strategies (combining the purchase of a put option and the
sale of a call option) as a tax-efficient  management  technique with respect to
holdings of  appreciated  securities  is limited to  circumstances  in which the
hedging  transaction  is  closed  out  within  thirty  days  of  the  end of the
Portfolio's taxable year and the underlying  appreciated  securities position is
held unhedged for at least the next sixty days after such hedging transaction is
closed.  There  can be no  assurance  that  counterparties  will at all times be
willing to enter into covered short sales,  interest  rate hedges,  equity swaps
and other derivative  instrument  transactions on terms satisfactory to the Fund
or the  Portfolio.  The  Fund's and the  Portfolio's  ability to enter into such
transactions  may also be  limited  by  covenants  under  the  Fund's  revolving
securitization  facility,  the  federal  margin  regulations  and other laws and
regulations.  The  Portfolio's  use  of  certain  investment  techniques  may be
constrained  because  the  Portfolio  is  a  diversified,   open-end  management
investment  company  registered  under the  Investment  Company  Act of 1940 and
because other  investors in the Portfolio  are  regulated  investment  companies
under  Subchapter M of the Internal  Revenue  Code.  Moreover,  the Fund and the
Portfolio are subject to restrictions under the federal securities laws on their
ability to enter into  transactions in respect of securities that are subject to
restrictions on transfer pursuant to the Securities Act.

Interest Rate Risk
------------------
The Fund's  primary  exposure to interest rate risk arises from  investments  in
real estate that are financed with floating rate bank  borrowings.  The interest
rate on  borrowings  under  the  Fund's  Credit  Facility  is reset  at  regular
intervals  based on the Issuer's  cost of  financing  plus a margin or one-month
LIBOR plus a premium. The Fund utilizes cancelable interest rate swap agreements


                                       19
<PAGE>
to fix the cost of its  borrowings  over the term of the Credit  Facility and to
mitigate  the impact of  interest  rate  changes on the Fund's net asset  value.
Under the  terms of the  interest  rate swap  agreements,  the Fund  makes  cash
payments at fixed rates in exchange for floating rate  payments  that  fluctuate
with one-month LIBOR. The interest rate swap agreements are valued on an ongoing
basis by the investment  adviser. In the future, the Fund may use other interest
rate  hedging  arrangements  (such as caps,  floors and collars) to fix or limit
borrowing costs. The use of interest rate hedging  arrangements is a specialized
activity  that may be  considered  speculative  and which can expose the Fund to
significant loss.

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This information  should be read in conjunction with Notes 7 and 8 to
the condensed consolidated financial statements.

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

                     2002       2003         2004         2005          2006       Thereafter         Total          Fair Value
                    -------- ------------ ------------ ------------ ------------- -------------- ---------------- -----------------
<S>                  <C>        <C>          <C>          <C>           <C>        <C>                 <C>           <C>
Rate sensitive
liabilities:
-------------------
Long term debt -
variable rate
Credit Facility                                                                   $613,500,000    $613,500,000      $613,500,000

Average
 interest rate                                                                        4.00%           4.00%

Rate sensitive
 derivative
 financial
 instruments:
-------------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts                                                                   $601,656,000    $601,656,000      $(35,632,170)

Average
 pay rate                                                                             8.96%           8.96%
Average receive
 rate                                                                                 4.00%           4.00%
</TABLE>

Risks of Investing in Qualifying Assets and Leverage
----------------------------------------------------
The  success of BRC's real  estate  investments,  which  consist of  Partnership
Preference  Units and an interest in a real estate  joint  venture  (Real Estate
Joint  Venture),  depends in part on many  factors  related  to the real  estate
market. These factors include, without limitation,  general economic conditions,
the supply and demand for  different  types of real  properties,  the  financial


                                       20
<PAGE>
health  of  tenants,   the  timing  of  lease   expirations  and   terminations,
fluctuations  in  rental  rates  and  operating   costs,   exposure  to  adverse
environmental  conditions  and losses from  casualty or  condemnation,  interest
rates, availability of financing,  managerial performance,  government rules and
regulations,  and acts of God  (whether  or not  insured  against).  Partnership
Preference Units also depend upon factors  relating to the issuing  partnerships
that may  affect  such  partnerships'  profitability  and their  ability to make
distributions to holders of Partnership  Preference  Units.  BRC's investment in
interests in a Real Estate Joint Venture may be  influenced  by decisions  which
the principal  minority investor in the Real Estate Joint Venture (the Operating
Partner) may make on behalf of the property owned thereby and potential  changes
in the specific real estate sub-markets in which the properties are located. The
debt of the Real Estate Joint Venture is  fixed-rate,  secured by the underlying
properties and with limited recourse to BRC. However, changes in interest rates,
the availability of financing and other financial conditions can have a material
impact on property  values and therefore on the value of BRC's equity  interest.
There can be no assurance that BRC's ownership of real estate  investments  will
be an economic success.  Moreover,  the success of the Real Estate Joint Venture
investment  depends in large part upon the performance of the Operating Partner.
The Operating  Partner will be subject to  substantial  conflicts of interest in
structuring,  operating  and  winding  up the Real  Estate  Joint  Venture.  The
Operating  Partner  will have an economic  incentive  to maximize  the prices at
which they sell  properties  to Real Estate  Joint  Ventures and to minimize the
prices at which they acquire  properties  from Real Estate Joint  Ventures.  The
Operating  Partner may devote  greater  attention or more  resources to managing
their  wholly-owned  properties  than  properties  held  by  Real  Estate  Joint
Ventures.  Future investment  opportunities  identified by the Operating Partner
will more likely be pursued independently,  rather than through, the Real Estate
Joint Venture.  Financial  difficulties  encountered by the Operating Partner in
its other  businesses may interfere with the operations of the Real Estate Joint
Venture.

Although  intended to add to returns,  the  borrowing of funds to purchase  real
estate investments exposes the Fund to the risk that the returns achieved on the
real estate  investments  will be lower than the cost of  borrowing  to purchase
such  assets  and  that the  leveraging  of the  Fund to buy  such  assets  will
therefore  diminish  the  returns  to be  achieved  by the Fund as a  whole.  In
addition, there is a risk that the availability of financing will be interrupted
at some future  time,  requiring  the Fund to sell  assets to repay  outstanding
borrowings  or a portion  thereof.  It may be  necessary  to make such  sales at
unfavorable prices. The Fund's obligations under the Credit Facility are secured
by a pledge of its assets.  In the event of default,  the lender  could elect to
sell  assets of the Fund  without  regard to  consequences  of such  action  for
Shareholders.  The rights of the lender to receive  payments  of interest on and
repayments   of  principal  of  borrowings  is  senior  to  the  rights  of  the
Shareholders.  Under the terms of the Credit Facility, the Fund is not permitted
to make  distributions of cash or securities while there is outstanding an event
of default under the Credit Facility. During such periods, the Fund would not be
able to honor redemption requests or make cash distributions.

The  valuations  of  Partnership  Preference  Units held by the Fund through its
investment in BRC fluctuate over time to reflect,  among other factors,  changes
in interest rates,  changes in the perceived  riskiness of such units (including
call  risk),  changes  in the  perceived  riskiness  of  comparable  or  similar
securities trading in the public market and the relationship  between supply and
demand for  comparable  or  similar  securities  trading  in the public  market.


                                       21
<PAGE>
Increases in interest  rates and  increases in the  perceived  riskiness of such
units or comparable or similar securities will adversely affect the valuation of
the Partnership Preference Units. The ongoing value of BRC's investments in Real
Estate Joint Ventures will be substantially uncertain. BRC's investments in Real
Estate Joint Ventures  generally will be stated at estimated  market value based
on independent  valuations,  assuming an orderly disposition of assets. Detailed
investment  evaluations  will be performed  annually and reviewed  periodically.
Interim valuations will reflect results of operations and distributions, and may
be adjusted to reflect significant  changes in economic  circumstances since the
most recent  independent  evaluation.  Fluctuations  in the value of real estate
investments derived from changes in general interest rates can be expected to be
offset in part (but not  entirely) by changes in the value of interest rate swap
agreements or other  interest rate hedges  entered into by the Fund with respect
to its borrowings under the Credit Facility.

Fluctuations in the value of real estate investments  derived from other factors
besides  general  interest  rate  movements   (including   issuer-specific   and
sector-specific  credit  concerns,  property-specific  concerns  and  changes in
interest rate spread  relationships)  will not be offset by changes in the value
of interest rate swap  agreements or other  interest rate hedges entered into by
the Fund.  Changes in the  valuation  of real estate  investments  not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund  will  cause  the  performance  of the Fund to
deviate from the performance of the Portfolio. Over time, the performance of the
Fund can be expected to be more volatile than the performance of the Portfolio.


                                       22
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Fund is not aware of any pending  legal  proceedings  to which the Fund is a
party or to which their assets are subject.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None

ITEM 5. OTHER INFORMATION.

     None.

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

     (a) Exhibits

     21  List of subsidiaries


                                       23
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on August 14, 2001.


                                BELMAR CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


                                By:     /s/ James L. O'Connor
                                        -----------------------------
                                        James L. O'Connor
                                        Vice President



                                By:     /s/ William M. Steul
                                        ------------------------------
                                        William M. Steul
                                        Chief Financial Officer


                                       24
<PAGE>
                                  EXHIBIT INDEX

21   List of subsidiaries










                                       25