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 June 30, 2004
                                                 -------------

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

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

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

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

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

    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

PART I    FINANCIAL INFORMATION                                            Page

Item 1.   Condensed Consolidated Financial Statements                        3

          Condensed Consolidated Statements of Assets and Liabilities
          as of June 30, 2004 (Unaudited) and December 31, 2003              3

          Condensed Consolidated Statements of Operations (Unaudited)
          for the Three Months Ended June 30, 2004 and 2003 and for
          the Six Months Ended June 30, 2004 and 2003                        4

          Condensed Consolidated Statements of Changes in Net Assets
          for the Six Months Ended June 30, 2004 (Unaudited) and the
          Year Ended December 31, 2003                                       6

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Six Months Ended June 30, 2004 and 2003                    7

          Financial Highlights (Unaudited) for the Six Months Ended
          June 30, 2004                                                      9

          Notes to Condensed Consolidated Financial Statements as of
          June 30, 2004 (Unaudited)                                         10

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         18

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        24

Item 4.   Controls and Procedures                                           26

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                                 26

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases       26
          of Equity Securities

Item 3.   Defaults Upon Senior Securities                                   27

Item 4.   Submission of Matters to a Vote of Security Holders               27

Item 5.   Other Information                                                 27

Item 6.   Exhibits and Reports on Form 8-K                                  27

SIGNATURES                                                                  28

EXHIBIT INDEX                                                               29


                                        2
<PAGE>
PART I.   FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                             June 30, 2004          December 31,
                                              (Unaudited)              2003
                                             --------------       --------------
Assets:
 Investment in Belvedere Capital Fund
  Company LLC (Belvedere Company)            $1,962,258,647       $1,966,911,184
 Investment in Partnership Preference Units     169,775,665          424,780,443
 Investment in other real estate                471,434,428          185,138,810
 Short-term investments                          35,867,000           16,973,476
                                             --------------       --------------
Total investments                            $2,639,335,740       $2,593,803,913
 Cash                                             3,009,748            6,605,096
 Escrow deposits - restricted                     2,801,196            3,817,390
 Open interest rate swap agreements, at value     7,338,032            2,090,845
 Distributions and interest receivable              760,900            1,960,318
 Other assets                                     4,278,381            3,661,857
                                             --------------       --------------
Total assets                                 $2,657,523,997       $2,611,939,419
                                             --------------       --------------

Liabilities:
 Loan payable - Credit Facility              $  335,000,000       $  513,000,000
 Mortgages payable                              402,843,443          161,157,192
 Payable for Fund Shares redeemed                         -            1,361,403
 Distributions payable to minority
  shareholders                                            -               16,800
 Swap interest payable                              271,143              242,283
 Security deposits                                  882,048              744,420
 Notes payable to minority shareholder              565,972              565,972
 Accrued expenses:
  Interest expense                                2,369,999            1,423,780
  Property taxes                                  1,869,112            3,281,589
  Other expenses and liabilities                  3,160,674            1,586,790
 Minority interests in controlled
  subsidiaries                                    6,471,523            7,947,333
                                             --------------       --------------
Total liabilities                            $  753,433,914       $  691,327,562
                                             --------------       --------------

Net assets                                   $1,904,090,083       $1,920,611,857

                                             --------------       --------------
Shareholders' Capital                        $1,904,090,083       $1,920,611,857
                                             --------------       --------------

Shares outstanding                               21,571,157           22,261,334
                                             --------------       --------------

Net asset value and redemption price
 per Share                                   $        88.27       $        86.28
                                             --------------       --------------

       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     Six Months      Six Months
                                                         Ended           Ended           Ended           Ended
                                                     June 30, 2004   June 30, 2003   June 30, 2004   June 30, 2003
                                                     -------------   -------------   -------------   -------------
<S>                                                  <C>             <C>             <C>             <C>
Investment Income:
 Dividends allocated from Belvedere Company
  (net of foreign taxes of $163,289, $112,152,
  $244,803, and $184,755, respectively)               $ 7,488,854    $  6,156,100     $14,327,779     $ 12,106,567
 Interest allocated from Belvedere Company                 21,995         184,836          55,775          303,678
 Expenses allocated from Belvedere Company             (2,909,452)     (2,580,274)     (5,877,528)      (5,008,200)
                                                      -----------    ------------     -----------     ------------
 Net investment income allocated from
  Belvedere Company                                   $ 4,601,397    $  3,760,662     $ 8,506,026     $  7,402,045
 Distributions from Partnership Preference Units        3,807,547      12,150,878      10,209,149       24,635,410
 Rental income                                         12,952,949       8,657,559      25,131,623       17,245,049
 Interest                                                 194,129          33,976         385,447           58,103
                                                      -----------    ------------     -----------     ------------
Total investment income                               $21,556,022    $ 24,603,075     $44,232,245     $ 49,340,607
                                                      -----------    ------------     -----------     ------------

Expenses:
 Investment advisory and administrative fees          $ 1,807,437    $  1,801,410     $ 3,768,546     $  3,537,849
 Property management fees                                 334,444         334,588         663,598          673,575
 Distribution and servicing fees                          913,203         826,426       1,852,794        1,586,055
 Interest expense on mortgages                          7,044,944       3,612,337      13,599,563        7,160,183
 Interest expense on Credit Facility                    1,277,912       2,162,197       2,948,719        4,907,997
 Property and maintenance expenses                      2,908,907       3,109,717       5,824,641        5,888,310
 Property taxes and insurance                           1,173,127       1,196,216       2,342,341        2,373,519
 Miscellaneous                                            173,941         447,974         685,620          644,784
                                                      -----------    ------------     -----------     ------------
Total expenses                                        $15,633,915    $ 13,490,865     $31,685,822     $ 26,772,272
Deduct-
 Reduction of investment advisory
  and administrative fees                                 471,078         417,691         948,873          799,699
                                                      -----------    ------------     -----------     ------------
Net expenses                                          $15,162,837    $ 13,073,174     $30,736,949     $ 25,972,573
                                                      -----------    ------------     -----------     ------------
Net investment income before
 minority interest in net income of
 controlled subsidiaries                              $ 6,393,185    $ 11,529,901     $13,495,296     $ 23,368,034
Minority interest in net income (loss)
 of controlled subsidiaries                                46,387         (94,806)         (1,728)        (232,351)
                                                      -----------    ------------     -----------     ------------
Net investment income                                 $ 6,439,572    $ 11,435,095     $13,493,568     $ 23,135,683
                                                      -----------    ------------     -----------     ------------
</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     Six Months      Six Months
                                                         Ended           Ended           Ended           Ended
                                                     June 30, 2004   June 30, 2003   June 30, 2004   June 30, 2003
                                                     -------------   -------------   -------------   -------------
<S>                                                  <C>             <C>             <C>             <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions and foreign
  currency transactions allocated from
  Belvedere Company (identified cost basis)          $ 4,218,875     $  2,922,615     $11,419,204    $ (4,318,937)
 Investment transactions in Partnership
  Preference Units (identified cost basis)             6,066,076        1,172,600      36,526,705       1,811,300
 Interest rate swap agreements (1)                    (3,239,926)      (9,551,052)     (6,273,902)    (19,242,769)
                                                     -----------     ------------     -----------    ------------
Net realized gain (loss)                             $ 7,045,025     $ (5,455,837)    $41,672,007    $(21,750,406)
                                                     -----------     ------------     -----------    ------------

Change in unrealized appreciation
 (depreciation) -
 Investments and foreign currency
  allocated from Belvedere Company
  (identified cost basis)                            $15,961,313     $202,414,631     $45,496,110    $129,298,443
 Investment in Partnership Preference Units
  (identified cost basis)                            (10,842,713)      11,475,814     (38,347,489)     26,287,255
 Investment in other real estate (net of
  minority interest in unrealized loss
  of controlled subsidiaries of $(7,484,947),
  $(1,734,236), $(6,407,971) and $(1,722,246),
  respectively)                                        5,080,042      (10,917,092)      1,653,544     (12,300,380)
 Interest rate swap agreements                        11,016,076        5,372,060       5,247,187      13,212,148
                                                     -----------     ------------     -----------    ------------

Net change in unrealized appreciation
 (depreciation)                                      $21,214,718     $208,345,413     $14,049,352    $156,497,466
                                                     -----------     ------------     -----------    ------------

Net realized and unrealized gain                     $28,259,743     $202,889,576     $55,721,359    $134,747,060
                                                     -----------     ------------     -----------    ------------

Net increase in net assets from operations           $34,699,315     $214,324,671     $69,214,927    $157,882,743
                                                     ===========     ============     ===========    ============
</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

                                                 Six Months
                                                    Ended           Year Ended
                                                June 30, 2004      December 31,
                                                 (Unaudited)          2003
                                               --------------    ---------------
Increase (Decrease) in Net Assets:
 Net investment income                         $   13,493,568    $   43,724,019
 Net realized gain from investment
  transactions, foreign currency transactions
  and interest rate swap agreements                41,672,007         5,911,089
 Net change in unrealized appreciation
  (depreciation) of investments, foreign
  currency and interest rate swap agreements       14,049,352       362,154,142
                                               --------------    --------------
Net increase in net assets from operations     $   69,214,927    $  411,789,250
                                               --------------    --------------

Transactions in Fund Shares -
 Net asset value of Fund Shares issued to
  Shareholders in payment of distributions
  declared                                     $   10,101,552    $   18,603,373
 Net asset value of Fund Shares redeemed          (70,251,565)      (90,690,145)
                                               --------------    --------------
Net decrease in net assets from Fund Share
 transactions                                  $  (60,150,013)   $  (72,086,772)
                                               --------------    --------------

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

Net (decrease) increase in net assets          $  (16,521,774)   $  300,382,052

Net assets:
 At beginning of period                        $1,920,611,857    $1,620,229,805
                                               --------------    --------------
 At end of period                              $1,904,090,083    $1,920,611,857
                                               ==============    ==============

       See notes to unaudited condensed consolidated financial statements

                                        6
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                           Six Months          Six Months
                                                                              Ended              Ended
                                                                          June 30, 2004      June 30, 2003
                                                                          -------------      -------------
<S>                                                                       <C>                <C>
Cash Flows From (For) Operating Activities -
Net increase in net assets from operations                                $  69,214,927      $ 157,882,743
Adjustments to reconcile net increase in net assets from operations
 to net cash flows from operating activities -
  Net investment income allocated from Belvedere Company                     (8,506,026)        (7,402,045)
  Decrease in escrow deposits                                                 1,016,194            769,546
  Decrease in receivable for securities sold                                          -         29,285,540
  (Increase) decrease in other assets                                          (169,262)           349,694
  Decrease (increase) in distributions and interest receivable                1,199,418         (1,401,584)
  Increase (decrease) in interest payable for open swap agreements               28,860           (551,575)
  Increase (decrease) in security deposits, accrued interest and
   accrued other expenses and liabilities                                     1,386,495           (567,932)
  Decrease in accrued property taxes                                         (1,635,628)        (1,531,565)
  Proceeds from sales of Partnership Preference Units                       253,183,994         13,994,100
  Increase in short-term investments                                        (18,893,524)        (3,499,133)
  Payments for investments in other real estate                             (40,257,119)                 -
  Cash assumed in connection with aquisition
   of other real estate investments                                              15,051                  -
  Improvements to rental property                                              (700,923)          (701,489)
  Net increase in investment in Belvedere Company                                     -        (10,866,251)
  Interest incurred on interest rate swap agreements                         (6,273,902)       (19,242,769)
  Minority interests in net income of controlled subsidiaries                     1,728            232,351
  Net realized (gain) loss from investment transactions                     (41,672,007)        21,750,406
  Net change in unrealized (appreciation) depreciation of investments       (14,049,352)      (156,497,466)
                                                                          -------------      -------------
Net cash flows from operating activities                                  $ 193,888,924      $  22,002,571
                                                                          -------------      -------------

Cash Flows From (For) Financing Activities -
 Repayment of Credit Facility                                             $(178,000,000)     $           -
 Payments on mortgages                                                       (2,443,245)          (656,516)
 Payments for Fund Shares redeemed                                           (1,539,091)        (1,417,252)
 Distributions paid to Shareholders                                         (15,485,136)       (20,717,051)
 Distributions paid to minority shareholders                                    (16,800)                 -
                                                                          -------------      -------------
Net cash flows for financing activities                                   $(197,484,272)     $ (22,790,819)
                                                                          -------------      -------------

Net decrease in cash                                                      $  (3,595,348)     $    (788,248)

Cash at beginning of period                                               $   6,605,096      $   6,149,096
                                                                          -------------      -------------
Cash at end of period                                                     $   3,009,748      $   5,360,848
                                                                          =============      =============
</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>
                                                                           Six Months         Six Months
                                                                              Ended              Ended
                                                                          June 30, 2004      June 30, 2003
                                                                          -------------      -------------
<S>                                                                       <C>                <C>
Supplemental Disclosure and Non-cash Investing and
 Financing Activities -
  Interest paid on loan - Credit Facility                                 $   2,921,736      $   4,637,461
  Interest paid on mortgages                                              $  12,628,186      $   6,962,700
  Interest paid on swap agreements                                        $   6,245,042      $  19,794,344
  Market value of securities distributed in payment of redemptions        $  70,073,877      $  28,840,993
  Market value of real property and other assets, net of current
   liabilities, assumed in conjunction with aquisitions of other
   real estate                                                            $ 290,421,359      $           -
  Mortgages assumed in conjunction with aquisitions of other
   real estate                                                            $ 244,129,496      $           -
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                        8
<PAGE>
BELMAR CAPITAL FUND LLC as of June 30, 2004
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FINANCIAL HIGHLIGHTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2004
--------------------------------------------------------------------------------
Net asset value - Beginning of period                                   $86.280
--------------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income(6)                                                $ 0.614
--------------------------------------------------------------------------------
Net realized and unrealized gain                                          2.526
--------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS                                            $ 3.140
--------------------------------------------------------------------------------

DISTRIBUTIONS
--------------------------------------------------------------------------------
Distributions to Shareholders                                           $(1.150)
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                                     $(1.150)
--------------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD                                         $88.270
--------------------------------------------------------------------------------

TOTAL RETURN(1)                                                            3.68%
--------------------------------------------------------------------------------


                                               As a Percentage  As a Percentage
                                               of Average Net   of Average Gross
RATIOS                                           Assets(5)         Assets(2)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property
 Subsidiaries
  Interest and other borrowing costs(7)           1.43%(9)           1.02%(9)
  Operating expenses(7)                           0.94%(9)           0.67%(9)
Belmar Capital Fund LLC Expenses
  Interest and other borrowing costs(4)(8)        0.31%(9)           0.22%(9)
  Investment advisory and administrative fees,
   servicing fees and other Fund operating
   expenses(3)(4)                                 1.17%(9)           0.83%(9)
                                               ---------------------------------
Total expenses                                    3.85%(9)           2.74%(9)

Net investment income                             1.42%(9)           1.01%(9)
--------------------------------------------------------------------------------

SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                            $1,904,090
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)         1.73%
--------------------------------------------------------------------------------

(1)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar Capital Fund LLC (Belmar  Capital)  (including  Belmar  Capital's
     interest in  Belvedere  Capital Fund  Company LLC  (Belvedere  Company) and
     Belmar Capital's ratable share of the assets of its directly and indirectly
     controlled  subsidiaries),  without reduction by any liabilities.  For this
     purpose,  the  assets  of  Belmar  Realty  Corporation's   (Belmar  Realty)
     controlled subsidiaries are reduced by the proportionate  interests therein
     of investors other than Belmar Realty.
(3)  Includes Belmar Capital's share of Belvedere  Company's allocated expenses,
     including those expenses allocated from the Portfolio.
(4)  Includes the expenses of Belmar Capital and Belmar Realty. Does not include
     expenses of the real estate subsidiaries majority-owned by Belmar Realty.
(5)  For the purpose of  calculating  ratios,  the income and expenses of Belmar
     Realty's controlled subsidiaries are reduced by the proportionate interests
     therein of investors other than Belmar Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes Belmar  Realty's  proportional  share of expenses  incurred by its
     majority-owned subsidiaries.
(8)  Ratios do not include  interest  incurred in  connection  with the interest
     rate swap  agreements.  Had such  amounts  been  included,  ratios would be
     higher.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                        9
<PAGE>
BELMAR CAPITAL FUND LLC as of June 30, 2004
Notes To Condensed Consolidated Financial Statements (Unaudited)

1   Organization and Basis of Presentation

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

The balance  sheet at  December  31,  2003 and the  statement  of changes in net
assets for the year then ended have been  derived  from the  December  31,  2003
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.

During the  quarter  ended June 30,  2004,  Belmar  Realty  Corporation  (Belmar
Realty) made indirect investments in real property through two newly established
controlled  subsidiaries,  Brazos Property Trust (Brazos) and Cimmaron  Property
Trust  (Cimmaron),  as described below. The  consolidated  financial  statements
include  the  accounts  of Brazos and  Cimmaron  and all  material  intercompany
accounts and transactions have been eliminated.

Subsidiaries-

Brazos- On May 3, 2004, Belmar Realty entered into an agreement to establish and
acquire a majority  interest in a  controlled  subsidiary,  Brazos.  On June 30,
2004, Brazos acquired a majority interest in four industrial  properties located
in two states (Tennessee and North Carolina). On August 4, 2004, Brazos acquired
an additional  nineteen  industrial  properties  located in six states (Florida,
Indiana, New Jersey, Ohio, Pennsylvania and South Carolina).  Belmar Realty owns
100% of the Class A Units of Brazos, representing 60% of the voting interests in
Brazos and a minority shareholder (the Brazos Minority Shareholder) owns 100% of
the Class B units, representing 40% of the voting interests in Brazos. The Class
B equity  interest  is  recorded  as a  minority  interest  on the  Consolidated
Statements of Assets and Liabilities.  The primary  distinctions between the two
classes of shares are the distribution priority and voting rights. Belmar Realty
has priority in  distributions  and has greater voting rights than the holder of
the Class B units.  From and after August 4, 2014,  either  Belmar Realty or the
Brazos  Minority  Shareholder  may cause a liquidation  of Brazos and, if Belmar
Realty makes that election, the Brazos Minority Shareholder has the right either
to purchase the shares of Brazos owned by Belmar Realty or to acquire the assets
of Brazos,  in either case at a price  determined  through an  appraisal  of the
assets of Brazos.

                                       10
<PAGE>
Cimmaron- On May 3, 2004,  Belmar Realty  entered into an agreement to establish
and acquire a majority interest in a controlled  subsidiary,  Cimmaron.  On June
30, 2004,  Cimmaron acquired a majority  interest in four industrial  properties
located in four states (Tennessee,  Georgia, Texas and Ohio). On August 4, 2004,
Cimmaron  acquired an additional twenty  industrial  properties  located in five
states (Florida,  New Jersey,  Ohio,  Pennsylvania  and South Carolina).  Belmar
Realty  owns  100% of the  Class A Units of  Cimmaron,  representing  60% of the
voting interests in Cimmaron and a minority  shareholder (the Cimmaron  Minority
Shareholder)  owns 100% of the  Class B units,  representing  40% of the  voting
interests  in  Cimmaron.  The Class B equity  interest is recorded as a minority
interest on the Consolidated  Statements of Assets and Liabilities.  The primary
distinctions between the two classes of shares are the distribution priority and
voting  rights.  Belmar  Realty has  priority in  distributions  and has greater
voting  rights  than the holder of the Class B units.  From and after  August 4,
2014,  either Belmar  Realty or the Cimmaron  Minority  Shareholder  may cause a
liquidation of Cimmaron and, if Belmar Realty makes that election,  the Cimmaron
Minority  Shareholder  has the right  either to purchase  the shares of Cimmaron
owned by Belmar Realty or to acquire the assets of Cimmaron, in either case at a
price determined through an appraisal of the assets of Cimmaron.

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 June
30, 2004 and December 31, 2003,  the Preferred  Shares were valued at $88.27 and
$86.28,  respectively,  and the Common  Shares had no value.  The  existence  of
restructured Fund Shares does not adversely affect  Shareholders who do not make
an election nor do the restructured Fund Shares have preferential rights to Fund
Shares that have not been  restructured.  Shareholders who subdivide Fund Shares
under this election  sacrifice  certain  rights and  privileges  that they would
otherwise have with respect to the Fund Shares so divided,  including redemption
rights and voting and consent  rights.  Upon the  twentieth  anniversary  of the
issuance  of the  associated  undivided  Fund  Shares  to the  original  holders
thereof,  Preferred and Common Shares will  automatically  convert into full and
fractional undivided Fund Shares.

3   Investment Transactions

The following table  summarizes the Fund's  investment  transactions for the six
months ended June 30, 2004 and June 30, 2003:

                                              Six Months Ended  Six Months Ended
           Investment Transaction              June 30, 2004     June 30, 2003
--------------------------------------------------------------------------------
Increases in investment in Belvedere Company   $           -     $  10,000,000
Decreases in investment in Belvedere Company   $  70,073,877     $  27,974,742
Acquisition of other real property(1)          $  40,257,119     $           -
Sales of Partnership Preference Units(2)       $ 253,183,994     $  13,994,100
--------------------------------------------------------------------------------

(1)  In January  2004,  Belmar Realty  purchased an indirect  investment in real
     property through a controlled subsidiary,  Bel Stamford Investors, LLC (Bel
     Stamford).  At the date of the transaction,  the value of the real property
     was  $242,750,000.  The real  property is financed  through a mortgage loan
     assumed at  acquisition.  The mortgage loan balance  assumed at the date of
     the transaction was $229,674,914 and accrues interest at a fixed rate of 6%
     through the stated maturity date, October 11, 2016.

     On June 30, 2004,  Belmar Realty  purchased an indirect  investment in real
     property  through  two  controlled  subsidiaries,  Brazos and  Cimmaron  as
     described  below.  At the date of the  transaction,  the  value  of  Belmar
     Realty's  interest in its real property  investments in Brazos and Cimmaron
     was $7,793,938 and $16,412,031, respectively.

                                       11
<PAGE>
(2)  Sales of  Partnership  Preference  Units for the six months  ended June 30,
     2004 and 2003 include Partnership Preference Units sold to other investment
     funds  advised  by  Boston  Management  and  Research  for  which a gain of
     $28,421,981 and $638,700 was recognized, respectively.

On May 3, 2004, Belmar Realty entered into an agreement to establish and acquire
a majority interest in two controlled subsidiaries, Brazos and Cimmaron. On June
30, 2004, Brazos and Cimmaron each acquired a majority interest in four separate
industrial properties. The seller retained a minority interest in the properties
and an  affiliate  thereof  manages the  properties.  When  Brazos and  Cimmaron
acquired the real estate  investments,  a portion of the real estate's  purchase
price was allocated to the estimated fair value of in-place leases in accordance
with Statement of Financial Accounting Standards 141. At June 30, 2004, $128,797
and $647,636, respectively, of the real estate investment balance represents the
estimated fair value of favorable in-place leases at acquisition. The properties
are leased under  fixed-term  operating leases on a long-term basis. At June 30,
2004, the minimum lease payments  expected to be received by Brazos and Cimmaron
on leases with lease periods greater than one year are as follows:

Twelve Months Ending June 30,     Amount
-----------------------------------------
2005                         $ 3,853,140
2006                           3,268,512
2007                           2,415,316
2008                           1,925,975
2009                           1,807,375
Thereafter                     3,086,058
                             ------------
                             $16,356,376
                             ============

On August 4, 2004, the Fund made  additional  investments in Brazos and Cimmaron
of $297,615,308 and $141,086,904, respectively. Brazos and Cimmaron concurrently
acquired a majority  interest in an  additional  nineteen and twenty  industrial
properties,  respectively.  An affiliate of the Brazos Minority  Shareholder and
Cimmaron  Minority  Shareholder  manages the  properties.  All of the Brazos and
Cimmaron properties are leased under fixed-term  operating leases on a long-term
basis.

In May  2004,  Bel  Alliance  Apartments,  LLC (Bel  Apartments),  a  controlled
subsidiary of Belmar Realty,  agreed to sell all of its multifamily  residential
properties  to  an  affiliate  of  the  Bel  Apartments   minority   shareholder
(Affiliate).  According to the agreement,  Bel Apartments is expected to receive
net  proceeds of  $23,541,068  as  consideration  for all of its interest in the
multifamily  properties  and  expects not to retain any  contingent  liabilities
associated   with  the  mortgage  debt  secured  by  the   properties  or  other
liabilities.  Concurrent  with this  sale,  Belmar  Realty has agreed to buy the
outstanding  minority interest in Bel Apartments for a nominal amount.  Although
there is no assurance that the transaction will be consummated,  the transaction
is expected to close by the end of September  2004.  The Fund had an increase in
net unrealized appreciation of $5,298,371 for the quarter ended June 30, 2004 as
a result of the terms of the agreement.

4   Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Company),  for the six months ended June 30, 2004 and June 30,  2003,  including
allocations of income,  expenses and net realized and unrealized  gains (losses)
for the respective periods then ended:

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                               Six Months Ended       Six Months Ended
                                                                                 June 30, 2004         June 30, 2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                   <C>
Belvedere Company's interest in the Portfolio (1)                             $ 11,762,239,521      $  9,599,217,401
The Fund's investment in Belvedere Company (2)                                $  1,962,258,647      $  1,759,668,762
Income allocated to Belvedere Company from the Portfolio                      $     83,686,364      $     66,798,353
Income allocated to the Fund from Belvedere Company                           $     14,383,554      $     12,410,245
Expenses allocated to Belvedere Company from the Portfolio                    $     25,387,360      $     20,113,419
Expenses allocated to the Fund from Belvedere Company                         $      5,877,528      $      5,008,200
Net realized gain (loss) from investment transactions and foreign currency
 transactions allocated to Belvedere Company from the Portfolio               $     72,573,659      $    (17,889,099)
Net realized gain (loss) from investment transactions and foreign currency
 transactions allocated to the Fund from Belvedere Company                    $     11,419,204      $     (4,318,937)
Net change in unrealized appreciation (depreciation) of investments and
 foreign currency allocated to Belvedere Company from the Portfolio           $    255,505,090      $    698,962,649
Net change in unrealized appreciation (depreciation) of investments and
 foreign currency allocated to the Fund from Belvedere Company                $     45,496,110      $    129,298,443
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of June 30, 2004 and 2003, the value of Belvedere  Company's interest in
     the Portfolio  represents  64.7% and 61.7% of the  Portfolio's  net assets,
     respectively.
(2)  As of June 30, 2004 and 2003,  the Fund's  investment in Belvedere  Company
     represents 16.7% and 18.3% of Belvedere Company's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities  at June 30,
2004,  December 31, 2003 and June 30, 2003 and its operations for the six months
ended June 30, 2004, for the year ended December 31, 2003 and for the six months
ended June 30, 2003 follows:

<TABLE>
<CAPTION>
                                                        June 30, 2004       December 31, 2003      June 30, 2003
                                                     --------------------------------------------------------------
<S>                                                   <C>                   <C>                  <C>
Investments, at value                                 $ 18,156,546,589      $ 17,584,390,762     $ 15,616,951,272
Other assets                                                30,174,170            25,462,745           26,660,614
-------------------------------------------------------------------------------------------------------------------
Total assets                                          $ 18,186,720,759      $ 17,609,853,507     $ 15,643,611,886
Total liabilities                                              138,607               264,502           93,843,137
-------------------------------------------------------------------------------------------------------------------
Net assets                                            $ 18,186,582,152      $ 17,609,589,005     $ 15,549,768,749
===================================================================================================================
Dividends and interest                                $    131,109,908      $    232,925,912     $    109,393,140
-------------------------------------------------------------------------------------------------------------------
Investment adviser fee                                $     38,780,667      $     67,584,543     $     31,979,032
Other expenses                                               1,025,267             2,295,653              985,298
-------------------------------------------------------------------------------------------------------------------
Total expenses                                        $     39,805,394      $     69,880,196     $     32,964,330
-------------------------------------------------------------------------------------------------------------------
Net investment income                                 $     91,303,974      $    163,045,716     $     76,428,810
Net realized gain (loss) from investment
 transactions and foreign currency transactions            118,166,339            70,909,770          (29,306,399)
Net change in unrealized appreciation
 (depreciation) of investments and foreign currency        397,547,485         3,174,709,110        1,126,151,279
-------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations            $    607,017,798      $  3,408,664,596     $  1,173,273,690
-------------------------------------------------------------------------------------------------------------------
</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 June 30, 2004 and December 31, 2003 are listed below.

                                       13
<PAGE>
<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         June 30, 2004    December 31, 2003
-----------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>        <C>                  <C>            <C>          <C>                <C>
    06/04      $279,760      4.875%     LIBOR + 0.00%         -             6/12         $    73,463*       $         -
    02/04        58,363       4.90%     LIBOR + 0.20%        8/04           6/10             486,255                  -
    10/03        58,363       4.95%     LIBOR + 0.20%        2/04           6/10                   -**          133,207
    10/03        55,831      4.875%     LIBOR + 0.20%        4/04           6/10             497,942            154,214
    10/03        43,010      4.755%     LIBOR + 0.20%        7/04           6/10             534,215            163,545
    10/03        56,978      4.695%     LIBOR + 0.20%        9/04           6/10             813,440            232,978
    10/03        64,418      4.565%     LIBOR + 0.20%        3/05           6/10           1,155,847            316,702
    10/03       110,068     3.9725%     LIBOR + 0.20%         -             6/10           3,776,870          1,090,199
-----------------------------------------------------------------------------------------------------------------------------
                                                                                         $ 7,338,032        $ 2,090,845
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    On May 3, 2004,  Belmar Capital  entered into a forward  interest rate swap
     agreement with Merrill Lynch Capital Services,  Inc. in anticipation of its
     future  investment in controlled  subsidiaries  Brazos and Cimmaron for the
     purpose of hedging the interest rate of  substantially  all of the expected
     fixed-rate mortgage financing of the real property over the expected 8-year
     term.  Such  agreement was  terminated in July 2004 and the fund realized a
     loss of $2,437,256 upon termination.
**   Agreement was terminated on the Initial Optional Termination Date.

6   Debt

Mortgages- In connection  with the  acquisition  of real  properties on June 30,
2004,  Brazos  assumed an existing  mortgage  note with a  principal  balance of
$14,454,582.  The mortgage  note,  which bears interest at a fixed rate of 6.29%
per annum, is secured by the properties and is generally without recourse to the
other  assets of Belmar  Capital  and  Belmar  Realty.  The value of the  rental
property  securing the mortgage is $24,106,308.  Principal and interest payments
are due monthly with a balloon  payment of  $12,421,558  due on January 1, 2013.
Principal  payments due under the mortgage note for the years subsequent to June
30, 2004 are as follows:

2005        $   187,828
2006            199,989
2007            212,937
2008            226,724
2009            241,403
Thereafter   13,385,701
            -----------
            $14,454,582
            ===========

The  estimated  market  value of the  mortgage  note  payable  is  approximately
$14,900,000  at June 30, 2004.  The mortgage  note payable  cannot be prepaid or
otherwise  disposed of without  incurring a  substantial  prepayment  penalty or
without the sale of the rental properties financed by the mortgage note payable.
Management  generally has no current plans to prepay or otherwise dispose of the
mortgage note payable or sell the related rental  property prior to the maturity
date.  The market value of the mortgage is based on estimates  using  discounted
cash flow  analysis and currently  prevailing  rates.  Considerable  judgment is
necessary in interpreting  market data to develop estimates of market value. The
use of different  assumptions  or estimation  methodologies  may have a material
effect on the estimated market value.

Rental property held by Belmar Realty's controlled subsidiaries,  Bel Apartments
and Bel  Stamford,  is  financed  through  mortgages  issued  to the  controlled
subsidiaries.  The mortgages are secured by a rental property or properties. The
mortgages are generally  without  recourse to Belmar  Capital and Belmar Realty.
The mortgage debt  obligation of Bel Stamford is generally  without  recourse to
Belmar Capital, Belmar Realty and Shareholders.

The mortgage agreements relating to the rental properties held by Bel Apartments
require certain  covenants be met,  including a covenant that trade payables and
accrued  expenses  incurred in the ordinary  course of business in the aggregate
will not exceed 1% of the outstanding principal balance of the loan. At June 30,
2004, this covenant was not met for certain  mortgage  agreements,  of which the
aggregate  principal  balance at June 30, 2004 totals  $20,867,0238 or 5% of the
total mortgages  outstanding.  The mortgage agreements provide for a cure period
of 30 days after written notification from the lenders, with a further extension
of up to 60  additional  days.  As of June 30, 2004 the lenders had not provided
such notice.  It is uncertain as to whether the lenders will seek to enforce the
provisions of the mortgage  agreements.  Bel Apartments may choose not to commit
additional  equity to cure certain of these technical  defaults.  If the lenders
pursue enforcement and a mutually acceptable arrangement with the lenders cannot
be reached, the result could be a foreclosure on some or all of those investment
properties  that  secure  such  mortgages.   However,  the  Fund's  current  net
investment in Bel Apartments  would not be negatively  impacted if a foreclosure
on some or all of those investment properties that secure such mortgages were to
occur,  based on the  current  valuations  of the  affected  properties  and the
related  mortgages.  The eventual outcome of this matter cannot be determined at
this time. The mortgages are generally  without  recourse to the other assets of
Bel  Apartments,  Belmar  Capital and Belmar  Realty.  The technical  default of
certain mortgage agreements does not affect Belmar Capital's liquidity.

Credit Facility- In August 2004 additional  borrowings under the Credit Facility
in the amount of $118,500,000 were used to purchase additional  interests in the
real estate investments Brazos and Cimmaron,  real estate subsidiaries of Belmar
Realty.  This borrowing accrues interest at a rate of one-month LIBOR plus 0.38%
per annum.

On August 4, 2004,  Brazos and Cimmaron acquired a majority interest in nineteen
and twenty  industrial  properties,  respectively  (See Note 3). To finance  the
Fund's  investments  in the properties  acquired by Brazos and Cimmaron,  Belmar

                                       14
<PAGE>
Capital increased the amount available under its credit arrangement with Merrill
Lynch Mortgage Capital,  Inc. (Merrill Lynch) by $213,500,000  under a temporary
arrangement (the Temporary  Arrangement) and borrowed that amount. The borrowing
under the Temporary  Arrangement  accrues  interest at a rate of one-month LIBOR
plus 0.90% and is for a term of sixty days,  subject to a thirty-day  extension.
Any unused amount of the increase  pertaining to the  Temporary  Arrangement  is
subject to a commitment  fee of 0.10% per annum.  The assets of Belmar  Capital,
excluding  the assets of Bel  Apartments,  Bel  Stamford,  Brazos and  Cimmaron,
secure all borrowings under the credit arrangement with Merrill Lynch.

Brazos  and  Cimmaron  expect  to  obtain  first  mortgage  financing  for their
investments  in real  properties in the third and fourth  quarters of 2004.  The
proceeds  from  such  first  mortgage  financing  will be used to  repay  Belmar
Capital,  and  accordingly,  Belmar Capital will repay its borrowings  under the
Temporary  Arrangement  and a  portion  of other  borrowings  under  the  Credit
Facility.

7   Segment Information

Belmar  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Company.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive  in their  long-term  investment  prospects.  Separate  from its
investment in Belvedere  Company,  Belmar Capital  invests in real estate assets
through its  subsidiary,  Belmar  Realty.  Belmar  Realty  invests  directly and
indirectly  in  Partnership  Preference  Units and  indirectly  in real property
through  controlled  subsidiaries  Bel Apartments,  Bel Stamford (for the period
January 14, 2004 to June 30, 2004), Brazos and Cimmaron (See Note 1).

Management services for the real property held by Bel Apartments are provided by
an affiliate of its minority shareholder.  The management agreement provides for
a  management  fee and allows for  reimbursement  of  payroll  and other  direct
expenses incurred by the manager in conjunction with managing properties. Belmar
Realty  is   currently   disputing   certain   expenditures,   allocations   and
reimbursements by the property manager under the management agreement.

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

<TABLE>
<CAPTION>
For the Three Months Ended                                 Tax-Managed             Real
June 30, 2004                                            Growth Portfolio*        Estate            Total
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>                <C>
Revenue                                                 $    4,601,397       $   16,762,915    $    21,364,312
Interest expense on mortgages                                        -           (7,044,944)        (7,044,944)
Interest expense on Credit Facility                           (288,999)            (597,682)          (886,681)
Operating expenses                                            (470,215)          (5,367,314)        (5,837,529)
Minority interest in net loss of controlled subsidiary               -               46,387             46,387
-----------------------------------------------------------------------------------------------------------------
Net investment income                                   $    3,842,183       $    3,799,362    $     7,641,545
Net realized gain                                            4,218,875            2,826,150          7,045,025
Net change in unrealized appreciation (depreciation)        15,961,313            5,253,405         21,214,718
-----------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
 reportable segments                                    $   24,022,371       $   11,878,917    $    35,901,288
-----------------------------------------------------------------------------------------------------------------

                                       15
<PAGE>
For the Three Months Ended                                 Tax-Managed             Real
June 30, 2003                                            Growth Portfolio*        Estate            Total
-----------------------------------------------------------------------------------------------------------------
Revenue                                                 $    3,760,662       $   20,809,126    $    24,569,788
Interest expense on mortgages                                        -           (3,612,337)        (3,612,337)
Interest expense on Credit Facility                           (216,220)          (1,853,653)        (2,069,873)
Operating expenses                                            (285,940)          (6,036,774)        (6,322,714)
Minority interest in net income of controlled
 subsidiary                                                          -              (94,806)           (94,806)
-----------------------------------------------------------------------------------------------------------------
Net investment income                                   $    3,258,502       $    9,211,556    $    12,470,058
Net realized gain (loss)                                     2,922,615           (8,378,452)        (5,455,837)
Net change in unrealized appreciation (depreciation)       202,414,631            5,930,782        208,345,413
-----------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
 reportable segments                                    $  208,595,748       $    6,763,886    $   215,359,634
-----------------------------------------------------------------------------------------------------------------


For the Six Months Ended                                   Tax-Managed             Real
June 30, 2004                                            Growth Portfolio*        Estate            Total
-----------------------------------------------------------------------------------------------------------------
Revenue                                                 $    8,506,026       $   35,344,056    $    43,850,082
Interest expense on mortgages                                        -          (13,599,563)       (13,599,563)
Interest expense on Credit Facility                           (589,744)          (1,533,334)        (2,123,078)
Operating expenses                                            (930,654)         (11,240,431)       (12,171,085)
Minority interest in net income of controlled subsidiary             -               (1,728)            (1,728)
-----------------------------------------------------------------------------------------------------------------
Net investment income                                   $    6,985,628       $    8,969,000    $    15,954,628
Net realized gain                                           11,419,204           30,252,803         41,672,007
Net change in unrealized appreciation (depreciation)        45,496,110          (31,446,758)        14,049,352
-----------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
 reportable segments                                    $    3,900,942       $    7,775,045    $    71,675,987
-----------------------------------------------------------------------------------------------------------------


For the Six Months Ended                                   Tax-Managed             Real
June 30, 2003                                            Growth Portfolio*        Estate            Total
-----------------------------------------------------------------------------------------------------------------
Revenue                                                 $    7,402,045       $   41,881,844    $    49,283,889
Interest expense on mortgages                                        -           (7,160,183)        (7,160,183)
Interest expense on Credit Facility                           (490,800)          (4,269,957)        (4,760,757)
Operating expenses                                            (556,588)         (11,551,328)       (12,107,916)
Minority interest in net income of controlled subsidiary             -             (232,351)          (232,351)
-----------------------------------------------------------------------------------------------------------------
Net investment income                                   $     6,354,657      $   18,668,025    $    25,022,682
Net realized loss                                            (4,318,937)        (17,431,469)       (21,750,406)
Net change in unrealized appreciation (depreciation)        129,298,443          27,199,023        156,497,466
-----------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
 reportable segments                                    $   131,334,163      $   28,435,579    $   159,769,742
-----------------------------------------------------------------------------------------------------------------


                                                            Tax-Managed             Real
At June 30, 2004                                         Growth Portfolio*         Estate              Total
----------------------------------------------------------------------------------------------------------------
Segment assets                                          $ 1,962,258,647      $  657,830,895    $ 2,620,089,542
Segment liabilities                                          86,022,534         578,334,567        664,357,101
-----------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                       $ 1,876,236,113      $   79,496,328    $ 1,955,732,441
-----------------------------------------------------------------------------------------------------------------

At December 31, 2003
-----------------------------------------------------------------------------------------------------------------
Segment assets                                          $ 1,966,911,184      $  623,035,741    $ 2,589,946,925
Segment liabilities                                          87,378,722         549,380,252        636,758,974
-----------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                       $ 1,879,532,462      $   73,655,489    $ 1,953,187,951
-----------------------------------------------------------------------------------------------------------------
</TABLE>

* Belmar Capital  invests  indirectly in Tax-Managed  Growth  Portfolio  through
  Belvedere Company.

                                       16
<PAGE>
The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

<TABLE>
<CAPTION>
                                                  Three Months Ended   Three Months Ended   Six Months Ended     Six Months Ended
                                                     June 30, 2004       June 30, 2003        June 30, 2004       June 30, 2003
                                                 ----------------------------------------------------------------------------------
<S>                                               <C>                   <C>                  <C>                  <C>
Revenue:
 Revenue from reportable segments                 $    21,364,312       $    24,569,788      $    43,850,082      $    49,283,889
  Unallocated amounts:
   Interest earned on cash not invested in
   the Portfolio or in subsidiaries                       191,710                33,287              382,163              56,718
                                                 ----------------------------------------------------------------------------------
Total revenue                                     $    21,556,022       $    24,603,075      $    44,232,245      $    49,340,607
                                                 ----------------------------------------------------------------------------------

Net increase (decrease) in net assets from operations:
 Net increase in net assets from operations of
  reportable segments                             $    35,901,288       $  215,359,634       $    71,675,987      $   159,769,742
   Unallocated amounts:
    Interest earned on cash not invested
     in the Portfolio or in subsidiaries                  191,710               33,287               382,163               56,718

   Unallocated amounts(1):
    Distribution and servicing fees                      (913,203)            (826,426)           (1,852,794)          (1,586,055)
    Interest expense on Credit Facility                  (391,231)             (92,324)             (825,641)            (147,240)
    Audit, tax, and legal fees                            (58,051)            (109,624)             (112,850)            (149,288)
    Other operating expenses                              (31,198)             (39,876)              (51,938)             (61,134)
                                                 ----------------------------------------------------------------------------------
Total net increase in net assets from operations  $    34,699,315       $  214,324,671       $    69,214,927      $   157,882,743
                                                 ----------------------------------------------------------------------------------
</TABLE>

                                        June 30, 2004     December 31, 2003
                                      -----------------------------------------
Net assets:
 Net assets of reportable segments    $ 1,955,732,441      $ 1,953,187,951
 Unallocated cash(2)                        1,567,455            5,019,018
 Short-term investments(2)                 35,867,000           16,973,476
 Loan payable - Credit Facility(3)        (88,878,476)         (54,357,683)
 Other liabilities                           (198,337)            (210,905)
                                     -----------------------------------------
Total net assets                      $ 1,904,090,083      $ 1,920,611,857
                                     -----------------------------------------

(1)  Unallocated amounts represent expenses incurred that pertain to the overall
     operation  of  Belmar  Capital,  and do not  pertain  to  either  operating
     segment.
(2)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents not currently invested in the Portfolio or real estate assets.
(3)  Unallocated amount of loan payable - Credit Facility  primarily  represents
     borrowings  on hand to be used for  acquiring  investments.  However,  such
     borrowings  have also been used to pay  selling  commissions,  organization
     expenses and other liquidity needs of the Fund.

                                       17
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information in this report contains  forward-looking  statements  within the
meaning of the federal securities laws. Forward-looking statements typically are
identified by use of terms such as "may," "will," "should,"  "might,"  "expect,"
"anticipate,"  "estimate,"  and similar  words,  although  some  forward-looking
statements are expressed differently.  The actual results of Belmar Capital Fund
LLC  (the  Fund)  could   differ   materially   from  those   contained  in  the
forward-looking  statements due to a number of factors.  The Fund  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information,  future events,  or otherwise,  except as required by
applicable  law.  Factors  that could  affect the Fund's  performance  include a
decline in the U.S.  stock markets or in general  economic  conditions,  adverse
developments  affecting the real estate  industry,  or  fluctuations in interest
rates.

The following discussion should be read in conjunction with the Fund's unaudited
condensed consolidated financial statements and related notes in Item 1 above.

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2004  COMPARED  TO THE
QUARTER ENDED JUNE 30, 2003

(a) RESULTS OF OPERATIONS.

Increases and decreases from  operations in the Fund's net asset value per share
are derived from net  investment  income (or loss) and  realized and  unrealized
gains and losses on investments.  The Fund's net investment  income (or loss) is
determined by subtracting  the Fund's total expenses from its investment  income
and  then  deducting  the  minority  interest  in net  income  (or  loss) of the
controlled subsidiaries of Belmar Realty Corporation (Belmar Realty). The Fund's
investment  income includes the net investment income allocated to the Fund from
Belvedere Capital Fund Company LLC (Belvedere  Company),  rental income from the
properties owned by Belmar Realty's controlled subsidiaries,  partnership income
allocated  to the  income-producing  preferred  equity  interests in real estate
operating partnerships (Partnership Preference Units) owned by Belmar Realty and
interest  earned  on  the  Fund's  short-term  investments  (if  any).  The  net
investment income of Belvedere Company allocated to the Fund includes dividends,
interest and  expenses  allocated to  Belvedere  Company by  Tax-Managed  Growth
Portfolio (the  Portfolio) less the expenses of Belvedere  Company  allocated to
the Fund. The Fund's total expenses include the Fund's  investment  advisory and
administrative  fees,  distribution  and servicing fees,  interest  expense from
mortgages  on  properties  owned by  Belmar  Realty's  controlled  subsidiaries,
interest  expense on the Fund's Credit 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  to be  high  in  quality  and
attractive  in their  long-term  investment  prospects.  Because the  securities
holdings  of the  Portfolio  are broadly  diversified,  the  performance  of the
Portfolio  cannot  be  attributed  to one  particular  stock  or one  particular
industry or market  sector.  The  performance  of the Portfolio and the Fund are
substantially influenced by the overall performance of the U.S. stock market, as
well as by the relative performance versus the overall market of specific stocks
and classes of stocks in which the Portfolio maintains large positions.

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

<PAGE>
-----------
(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 certain  fund  expenses.  Performance  is for the
     stated time period only and is not  annualized;  due to market  volatility,
     the Fund's current  performance may be lower or higher.  The performance of
     the Fund and the Portfolio is compared to that of their benchmark,  the S&P
     500. It is not possible to invest directly in an Index.

                                       18
<PAGE>
Fund's real estate investments held through Belmar Realty, 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
borrowing  incurred to acquire such investments and thereby add to Fund returns.
The Fund has  entered  into  interest  rate swap  agreements  to fix the cost of
borrowings  under the Credit  Facility used to acquire  Belmar  Realty's  equity
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 1.85% for the quarter  ended June 30,  2004.  This
return  reflects an increase in the Fund's net asset value per share from $86.67
to $88.27 during the period.  For comparison,  the S&P 500 had a total return of
1.72% over the same period.  The  performance  of the Fund  exceeded that of the
Portfolio by  approximately  0.54% during the period.  Last year, the Fund had a
total return  performance  of 14.08% for the quarter  ended June 30, 2003.  This
return reflected an increase in the Fund's net asset value per share from $65.78
to $75.04 during the period.  For comparison,  the S&P 500 had a total return of
15.39% over the same period.  The  performance  of the Fund exceeded that of the
Portfolio by approximately 0.54% during that period.

PERFORMANCE  OF THE  PORTFOLIO.  For  the  quarter  ended  June  30,  2004,  the
Portfolio's total return was 1.31%. This compares to a total return of 1.72% for
the S&P 500. In the second  quarter,  U.S.  equity  returns  were  supported  by
strengthening  employment  trends,  robust  manufacturing  activity  and  rising
corporate profits. At the same time,  uncertainty over the situation in Iraq and
the prospect of rising  interest  rates and  inflation  weighed on investors and
held back returns.  During the quarter, growth stocks outperformed value stocks,
and small-caps performed better than large-caps and mid-caps.

The Portfolio's modest  underperformance  during the quarter was attributable in
part to a relative  overweighting of certain weaker performing  industry groups,
specifically  specialty  retail  and  media.  In  addition,  the  Portfolio  was
underweight internet software and communications equipment stocks, which rallied
during the period.  Concerns about future trends in consumer spending caused the
Portfolio to trim its relative  overweighting of the  discretionary  and staples
sectors during the quarter. The Portfolio also reduced healthcare and technology
investments during the quarter, mainly in the lagging biotech and semi-conductor
groups. During the quarter, the Portfolio continued to overweight airfreight and
machinery holdings, which contributed positively to the Portfolio's performance.
The  Portfolio  benefited  from the  strong  performance  of stocks in the food,
staples retailing and commercial bank industries during the quarter,  as well as
from  increased  exposure  to energy  stocks.  Material  stocks  were also solid
performers  during the quarter and,  despite the Portfolio's  underweight of the
sector versus the S&P 500, the  performance of the  Portfolio's  holdings in the
metals  and  mining  group was  noteworthy.  Valuation  and  regulatory  concern
prompted a continued de-emphasis of multi-line utilities and diversified telecom
companies.

For the quarter  ended June 30, 2003,  the  Portfolio's  total return was 13.54%
compared to the 15.39% total return for the S&P 500. During the quarter, the S&P
500 posted its best quarterly  return in five years,  with favorable  fiscal and
monetary policy developments, progress in Iraq and signs of an improving economy
contributing to a stronger market. The Portfolio's relative underperformance was
attributable primarily to its lower exposure to higher-volatility, lower-quality
stocks that were the strongest performers in the sharp market rally.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held  through  Belmar  Realty.  As of June 30,  2004,  real  estate  investments
consisted  primarily of a portfolio of  Partnership  Preference  Units issued by
partnerships  affiliated  with  publicly  traded real estate  investment  trusts
(REITs),  and four  subsidiary  companies:  Bel  Alliance  Apartments,  LLC (Bel
Apartments),  Bel Stamford Investors, LLC (Bel Stamford),  Brazos Property Trust
(Brazos) and Cimmaron  Property Trust  (Cimmaron).  Bel  Apartments,  Brazos and
Cimmaron are real estate joint ventures that operate multifamily (in the case of
Bel Apartments)  and industrial (in the case of Brazos and Cimmaron)  properties
(Real  Estate  Joint  Ventures).  Bel  Stamford  owns a  property  subject  to a
long-term  triple net lease (Net  Leased  Property).  As of June 30,  2004,  the
estimated fair value of the Fund's real estate investments  represented 24.1% of
the Fund's  total assets on a  consolidated  basis.  Adjusting  for the minority
interests  in Bel  Apartments,  Brazos  and  Cimmaron,  the Fund's  real  estate
investments represented 33.1% of the Fund's net assets as of June 30, 2004.

During  the  quarter  ended  June  30,  2004,  Belmar  Realty  sold  Partnership
Preference Units totaling  approximately $39.5 million (including sales to other
investment   funds  advised  by  Boston   Management),   recognizing   gains  of
approximately $6.1 million on the transactions.  At June 30, 2004, the estimated
fair  value of Belmar  Realty's  Partnership  Preference  Units  totaled  $169.8
million  compared to $564.5  million at June 30,  2003, a net decrease of $394.7
million or 70%.  While the net  decrease in value was  principally  due to fewer
Partnership  Preference  Units  held at June 30,  2004,  the net  decrease  also
reflects lower per unit values of the Partnership  Preference Units held at June
30, 2004 due principally to their lower average coupon rates. In the current low
interest  rate  environment,   many  issuers  have  been  redeeming  Partnership
Preference  Units as 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

                                       19
<PAGE>
Realty  during the  quarter  ended June 30, 2003 were no longer held at June 30,
2004. Boston Management expects this trend to continue through 2004.

The  Fund  saw  unrealized  depreciation  of the  estimated  fair  value  in its
Partnership  Preference Units of approximately  $10.8 million during the quarter
ended June 30,  2004  compared  to  approximately  $11.5  million of  unrealized
appreciation  during  the  quarter  ended  June  30,  2003.  The net  unrealized
depreciation  of $10.8  million  in the  second  quarter  of 2004  consisted  of
approximately $3.3 million of unrealized  depreciation  resulting from decreases
in per unit values of the Partnership  Preference Units held by Belmar Realty at
June  30,  2004  and  approximately  $7.5  million  of  unrealized  depreciation
resulting  from  the   recharacterization   of  previously  recorded  unrealized
appreciation  to realized  gains due to sales of  Partnership  Preference  Units
during the quarter ended June 30, 2004.  During the quarter ended June 30, 2004,
Partnership  Preference Unit values were negatively affected by the rising trend
in U.S.  interest rates,  partly offset by tighter spreads for  credit-sensitive
income  securities,  including  real  estate-related  securities.  In  a  rising
interest rate environment,  values of Partnership Preference Units generally can
be expected to decline.  During the  quarter  ended June 30,  2003,  Partnership
Preference  Units  generally   benefited  from  declining   interest  rates  and
tightening spreads in credit-sensitive  income securities,  particularly in real
estate-related securities.

Distributions  from Partnership  Preference Units for the quarter ended June 30,
2004 totaled $3.8 million  compared to $12.2  million for the quarter ended June
30, 2003, a decrease of $8.4 million or 69%. The decrease was principally due to
fewer Partnership  Preference Units held on average, as well as to lower average
distribution rates on Partnership Preference Units held during the quarter ended
June 30, 2004.

On June 30, 2004, Belmar Realty's newly formed  subsidiaries Brazos and Cimmaron
acquired, as their initial investments, majority interests in certain industrial
properties from ProLogis, a publicly-traded REIT, for approximately $7.8 million
and $16.4 million,  respectively.  ProLogis retained  minority  interests in the
properties.  In May 2004, Belmar Realty entered into agreements with ProLogis to
form ProLogis Six Rivers Limited  Partnership  (Six Rivers) (in association with
subsidiaries  of other  investment  funds advised by Boston  Management)  and to
merge  Six  Rivers  with  Keystone  Property  Trust,  a   publicly-traded   REIT
(Keystone).  The transactions  contemplated by these agreements were consummated
on August 4, 2004. As a result of the transactions, Brazos and Cimmaron acquired
partnership  interests in Six Rivers.  In addition,  ProLogis  acquired minority
interests in Brazos and Cimmaron.  Through their interests in Six Rivers, Brazos
and  Cimmaron own a majority of the  economic  interests  in certain  industrial
properties   acquired  through  the  merger  of  Six  Rivers  and  Keystone  for
approximately  $372.0 million and $176.4 million,  respectively.  As part of the
transaction   on  June  30,  2004,   Brazos   assumed  first  mortgage  debt  of
approximately  $14.5 million  secured by certain  properties.  It is anticipated
that in the third and  fourth quarter of 2004 each of Brazos and  Cimmaron  will
obtain first mortgage financing secured by their respective  properties equal to
approximately  60-65%  of the  property  value.  The Fund has  provided  interim
financing for Brazos and Cimmaron,  as described below in "Liquidity and Capital
Resources."

Rental  income from real estate  operations  increased  to  approximately  $13.0
million for the quarter ended June 30, 2004 from  approximately $8.7 million for
the quarter ended June 30, 2003, a net increase of $4.3 million or 49%. This net
increase was due to the  acquisition  of Bel Stamford in January  2004.  The net
increase was partially  offset by lower rental revenue for Bel  Apartments.  Bel
Apartment's rental income declined to approximately $8.4 million for the quarter
ended June 30, 2004 from  approximately  $8.7 million for the quarter ended June
30, 2003, a decrease of $0.3 million or 3%. The decline was  principally  due to
increased  rental  concessions and lower occupancy levels at the properties held
by Bel Apartments.

Belmar Realty does not record property operating  expenses for Bel Stamford,  as
such expenses are assumed by the tenant under the terms of the lease  agreement.
Property  operating  expenses for Bel Apartments were approximately $4.4 million
for the quarter ended June 30, 2004 compared to  approximately  $4.6 million for
the quarter  ended June 30, 2003, a net decrease of $0.2 million or 4% (property
operating  expenses are before  certain  operating  expenses of Belmar Realty of
approximately $1.0 million for the quarter ended June 30, 2004 and approximately
$1.4  million  for the  quarter  ended June 30,  2003).  The decline in property
operating  expenses  was due to a decline in property and  maintenance  expenses
while  property tax and insurance  expenses  remained  unchanged.  The near-term
outlook for  multifamily  property  operations  continues to be weak.  While the
recent pick-up in economic and employment growth is expected to lead to improved
supply-demand balance in the apartment industry,  oversupply conditions continue
to exist in most major  markets.  As a result,  Boston  Management  expects that
multifamily real estate operating results in 2004 will continue to be similar to
2003.

Because Brazos and Cimmaron held no investments in property until June 30, 2004,
they had no significant impact on real estate operations during the quarter then
ended.  As of August 4, 2004,  Brazos and  Cimmaron  own  interests in 23 and 24

                                       20
<PAGE>
industrial   properties,   respectively,   which  each  consist  of   industrial
distribution properties located in eight states. ProLogis, currently the largest
REIT specializing in industrial  distribution  properties,  provides  day-to-day
operating  management of these properties.  The terms of the Brazos and Cimmaron
joint ventures are similar to those of the Bel Apartments joint venture.  Belmar
Realty's  investments in Brazos and Cimmaron will be valued in substantially the
same manner as its  investment in Bel Apartments and they are subject to similar
risks, as well as risks  specifically  associated  with industrial  distribution
properties (such as changing  transportation  and logistics  patterns and tenant
credit).  The mortgage  financing to be obtained by Brazos and Cimmaron  will be
secured by the properties  owned by each and are expected to be without recourse
to Belmar Realty, the Fund or its Shareholders. Pursuant to an agreement between
Belmar  Realty  and  ProLogis,  Belmar  Realty  is  obligated  to  make  capital
contributions to Brazos and Cimmaron if required to fund certain items,  such as
debt service, insurance or property taxes. In 2004, industrial properties in the
United States have  experienced  increased demand for space after three years of
occupancy and rental rate declines in most markets. However, reduced rent levels
may  continue  over the near term as  above-market  leases  mature  and space is
released at current market rates. As a result,  Boston  Management  expects that
improvements in industrial  property  operating  performance will occur over the
longer term.

At June 30, 2004,  the estimated  fair value of the real  properties  indirectly
held  through  Belmar  Realty  was  approximately  $471.4  million  compared  to
approximately  $190.6 million at June 30, 2003, a net increase of $280.8 million
or 147%. The net increase in estimated real property value was  principally  due
to the January 2004  acquisition  of Bel Stamford,  the  properties  acquired by
Brazos  and  Cimmaron  on June  30,  2004  and  the  agreement  to sell  certain
properties  as described  below.  The Fund saw  unrealized  appreciation  in the
estimated fair value of its other real estate  investments  (which  includes Bel
Apartments,  Brazos,  Cimmaron and Bel Stamford) of  approximately  $5.1 million
during the quarter ended June 30, 2004 compared to  unrealized  depreciation  of
approximately $10.9 million during the quarter ended June 30, 2003.

In May 2004, Bel Apartments  agreed to sell all of its  multifamily  residential
properties to an affiliate of the Bel Apartments'  minority interest owner. Upon
consummation  of the  transaction,  Belmar  Realty is  expected  to receive  net
proceeds of approximately $23.5 million as consideration for all of its interest
in  the  multifamily  residential  properties  and  expects  not to  retain  any
contingent  liabilities  associated  with  the  mortgage  debt  secured  by  the
properties or other  liabilities.  Concurrent with this sale,  Belmar Realty has
agreed to buy the outstanding  minority interest in Bel Apartments for a nominal
amount.  Although  there  can be no  assurance  that  the  transaction  will  be
consummated,  it is expected to close by the end of September  2004.  Reflecting
the anticipated  sale, an increase of  approximately  $5.3 million of unrealized
appreciation is reported on the Fund's  unaudited  financial  statements for the
quarter ended June 30, 2004 included in Item 1 above.

PERFORMANCE  OF INTEREST  RATE SWAP  AGREEMENTS.  For the quarter ended June 30,
2004,  net  realized  and  unrealized  gains on the  Fund's  interest  rate swap
agreements  totaled  approximately  $7.8  million,  compared to net realized and
unrealized  losses of approximately  $4.2 million for the quarter ended June 30,
2003. Net realized and unrealized gains on swap agreements for the quarter ended
June 30, 2004  consisted  of $11.0  million of  unrealized  appreciation  due to
changes in swap agreement valuations offset by $3.2 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 June 30, 2003,
unrealized  appreciation of $5.4 million on swap agreement valuation changes was
offset  by $9.6  million  of swap  agreement  periodic  payments.  The  positive
contribution  to Fund  performance  for the  quarter  ended  June 30,  2004 from
changes in swap  agreement  valuations was  attributable  to an increase in swap
rates during the quarter.  The positive  contribution for the quarter ended June
30, 2003 from changes in swap  valuations  was due  primarily to the exercise of
early termination options on a number of swap agreements and the remaining swaps
approaching  their initial  optional  termination  dates.  The  appreciation was
offset in part by a slight decline in swap rates.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2003

PERFORMANCE  OF THE FUND.  The Fund's  total return was 3.68% for the six months
ended June 30,  2004.  This return  reflects an increase in the Fund's net asset
value per share  from  $86.28 to $88.27  and a  distribution  of $1.15 per share
during the period. For comparison,  the S&P 500 had a total return of 3.44% over
the same period.  The  performance of the Fund exceeded that of the Portfolio by
approximately  0.23% during the period.  Last year,  the Fund had a total return
performance  of 10.00%  for the six  months  ended June 30,  2003.  This  return
reflected  an  increase  in the Fund's net asset  value per share from $69.87 to
$75.04 and a distribution of $1.70 per share. For comparison,  the S&P 500 had a
total  return  of  11.75%  over the same  period.  The  performance  of the Fund
exceeded that of the Portfolio by 1.81% during that period.

PERFORMANCE  OF THE  PORTFOLIO.  For the six  months  ended June 30,  2004,  the
Portfolio's  total return was 3.45%,  in line with the 3.44% total return of the
S&P 500. In the period,  U.S.  equity returns were supported by a  strengthening
economy and rising corporate  profits.  Geopolitical  concerns,  higher interest
rates and rising inflation were negative factors that held back returns.  In the

                                       21
<PAGE>
period, small-cap stocks sharply outperformed large-caps and mid-caps, and value
stocks performed modestly better than growth stocks.

The  Portfolio's  performance  during  the first six  months of 2004 was  driven
primarily by its  diversified  industry  exposure and positive stock  selection.
Concerns about future trends in consumer  spending  caused the Portfolio to trim
its relative  overweighting of the  discretionary and staples sectors during the
period.  The Portfolio  also  decreased  positions in healthcare  and technology
stocks during the period.  The  underweighting  of  semiconductor  equipment and
software   industries  added  to  performance.   The  Portfolio   maintained  an
overweighting of industrials  stocks, and benefited from advances in airfreight,
machinery and building stocks. While the consumer staples and financials sectors
generally did not perform well during the period,  the  Portfolio's  holdings in
those  sectors were  positive  contributors  to  performance.  Another  positive
contributor  was the  Portfolio's  growing  exposure to the energy  sector.  The
Portfolio's  oil  exploration  and gas  investments  benefited  from the current
supply-demand  imbalances  and  associated  energy price  increases.  The strong
performance  of the  Portfolio's  holdings  in the  cyclical  metals  and mining
industries  during the period was also  noteworthy.  The Portfolio  continued to
underweight the utilities and telecom sectors.

For the six months ended June 30, 2003, the  Portfolio's  total return was 8.19%
compared to an 11.75% total return for the S&P 500.  Market  performance  during
the first six  months  of 2003 was  volatile,  with war  angst,  a  questionable
economic recovery and the SARS outbreak among the concerns weighing on investors
toward the beginning of the year. From mid-March  through the end of the period,
the U.S.  markets  rallied  sharply,  with favorable  fiscal and monetary policy
developments, progress in Iraq and signs of an improving economy contributing to
the strength.  The Portfolio's relative  underperformance  during the period was
attributable primarily to its lower exposure to higher-volatility, lower-quality
stocks that were the strongest performers in the market rally.

PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  During the six months  ended June 30,
2004,  Belmar  Realty  purchased  and sold certain real estate  investments.  As
described  below,  in January 2004 Belmar Realty  acquired Bel Stamford.  Belmar
Realty's newly formed subsidiaries,  Brazos and Cimmaron,  each acquired certain
industrial  properties on June 30, 2004 and on August 4, 2004. In May 2004,  Bel
Apartments  agreed to sell all its real  estate  assets to an  affiliate  of the
minority  interest  holder  therein.  During the six months ended June 30, 2004,
Belmar  Realty  sold  (or  experienced  scheduled  redemptions  of)  Partnership
Preference Units totaling approximately $253.2 million (including sales to other
investment   funds  advised  by  Boston   Management),   recognizing   gains  of
approximately $36.5 million on the transactions.

At June 30,  2004,  the  estimated  fair  value of Belmar  Realty's  Partnership
Preference  Units totaled $169.8 million  compared to $564.5 million at June 30,
2003, a net decrease of $394.7  million or 70%.  While the net decrease in value
was principally due to fewer Partnership Preference Units held at June 30, 2004,
the net  decrease  also  reflects  lower  per  unit  values  of the  Partnership
Preference  Units held at June 30, 2004 due  principally  to their lower average
coupon rates.  In the current low interest rate  environment,  many issuers have
been  redeeming  Partnership  Preference  Units as 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 six months ended June 30, 2003
were no longer held at June 30, 2004.  Boston  Management  expects this trend to
continue through 2004.

The  Fund  saw  unrealized  depreciation  of the  estimated  fair  value  in its
Partnership  Preference  Units of  approximately  $38.3  million  during the six
months ended June 30, 2004 compared to approximately $26.3 million of unrealized
appreciation  during the six  months  ended June 30,  2003.  The net  unrealized
depreciation  of $38.3  million  in the first six  months of 2004  consisted  of
approximately $5.5 million of unrealized  depreciation  resulting from decreases
in per unit values of the Partnership  Preference Units held by Belmar Realty at
June  30,  2004 and  approximately  $32.8  million  of  unrealized  depreciation
resulting  from  the   recharacterization   of  previously  recorded  unrealized
appreciation  to realized  gains due to sales of  Partnership  Preference  Units
during the six months ended June 30, 2004.  During the six months ended June 30,
2004, Partnership Preference Units values were negatively affected by the rising
trend  in  U.S.   interest   rates,   partly  offset  by  tighter   spreads  for
credit-sensitive income securities, including real estate-related securities. In
a rising  interest rate  environment,  values of  Partnership  Preference  Units
generally can be expected to decline. During the six months ended June 30, 2003,
Partnership  Preference Units generally  benefited from declining interest rates
and tightening spreads in  credit-sensitive  income securities,  particularly in
real estate-related securities.

Distributions  from  Partnership  Preference Units for the six months ended June
30, 2004  totaled  $10.2  million  compared to $24.6  million for the six months
ended June 30,  2003,  a decrease  of $14.4  million or 59%.  The  decrease  was
principally  due to fewer  Partnership  Preference  Units held on average and to
lower average distribution rates on Partnership Preference Units held during the
six  months  ended  June  30,  2004,  partially  offset  by a  one-time  special
distribution  from one issuer made in  connection  with a  restructuring  of its
Partnership Preference Units.

                                       22
<PAGE>
In January 2004, Belmar Realty acquired Bel Stamford at a cost of $16.1 million.
Bel Stamford  holds,  subject to certain debt, a commercial  office building and
attached  facilities  in  Stamford,  Connecticut  with  682,000  square  feet of
rentable space that is leased to a single investment  grade-quality  tenant on a
triple  net basis  pursuant  to a  non-cancelable,  fixed term  operating  lease
expiring in December 2017, subject to renewal options extending  thereafter.  At
the date of the transaction,  the value of the real property was $242.8 million.
The real property is financed through a mortgage loan assumed at aquistion.  The
mortgage loan balance assumed at the date of the transaction was $229.7 million.
The  estimated  fair value of the property held through Bel Stamford on June 30,
2004 was $242.8 million.

Rental  income from real estate  operations  increased  to  approximately  $25.1
million for the six months ended June 30, 2004 from approximately  $17.2 million
for the six months  ended June 30,  2003, a net increase of $7.9 million or 46%.
This net  increase  was  primarily  due to the  acquisition  of Bel  Stamford in
January 2004. The net increase was partially  offset by lower rental revenue for
Bel Apartments.  Bel Apartment's  rental income declined to approximately  $16.6
million for the six months ended June 30, 2004 from approximately  $17.2 million
for the six month ended June 30,  2003,  a decrease  of $0.6  million or 4%. The
decline was principally due to increased rental  concessions and lower occupancy
levels at the  properties  held by Bel  Apartments.  As noted above,  Brazos and
Cimmaron acquired their initial property  investments on June 30, 2004, and thus
had no significant impact on real estate operating results for the period.

Belmar Realty does not record property operating  expenses for Bel Stamford,  as
such expenses are assumed by the tenant under the terms of the lease  agreement.
Property  operating  expenses for Bel Apartments were approximately $8.8 million
for the six months ended June 30, 2004  compared to  approximately  $8.9 million
for the six months  ended June 30,  2003,  a net  decrease of $0.1 million or 1%
(property  operating  expenses are before certain  operating  expenses of Belmar
Realty of approximately  $2.4 million for the six months ended June 30, 2004 and
approximately  $2.6 million for the six months ended June 30, 2003). The decline
in property  operating expenses was due to a decline in property and maintenance
expenses  while  property tax and insurance  expenses  remained  unchanged.  The
near-term  outlook for  multifamily  property  operations  continues to be weak.
While the recent pick-up in economic and  employment  growth is expected to lead
to  improved  supply-demand  balance  in  the  apartment  industry,   oversupply
conditions  continue  to  exist  in most  major  markets.  As a  result,  Boston
Management  expects that multifamily real estate operating  results in 2004 will
continue to be similar to 2003.

At June 30, 2004,  the estimated  fair value of the real  properties  indirectly
held  through  Belmar  Realty  was  approximately  $471.4  million  compared  to
approximately  $190.6 million at June 30, 2003, a net increase of $280.8 million
or 147%. The net increase in estimated real property value is principally due to
the January 2004 acquisition of Bel Stamford,  the properties acquired by Brazos
and Cimmaron on June 30, 2004 and the agreement to sell Bel Apartments'  assets.
The Fund saw  unrealized  appreciation  in the estimated fair value of its other
real estate investments (which includes Bel Apartments, Brazos, Cimmaron and Bel
Stamford) of  approximately  $1.7  million  during the six months ended June 30,
2004 compared to unrealized  depreciation of approximately  $12.3 million during
the six months ended June 30, 2003. Net unrealized  appreciation of $1.7 million
for the six months ended June 30, 2004 is principally due to appreciation in the
value of Bel  Apartments  as a result of the  agreement  to sell its real estate
assets as discussed above.

PERFORMANCE OF INTEREST RATE SWAP AGREEMENTS.  For the six months ended June 30,
2004,  net  realized  and  unrealized  losses on the Fund's  interest  rate swap
agreements  totaled  approximately  $1.0  million,  compared to net realized and
unrealized  losses of  approximately  $6.0 million for the six months ended June
30, 2003.  Net realized and  unrealized  losses on swap  agreements  for the six
months ended June 30, 2004 consisted of $5.3 million of unrealized  appreciation
due to changes in swap agreement  valuations  offset by $6.3 million of periodic
payments made pursuant to outstanding  swap  agreements  (and  classified as net
realized losses on interest rate swap agreements). For the six months ended June
30, 2003,  unrealized  appreciation of $13.2 million on swap agreement valuation
changes was offset by $19.2 million of swap  agreement  periodic  payments.  The
positive contribution to Fund performance for the six months ended June 30, 2004
from changes in swap  agreement  valuations was  attributable  to an increase in
swap rates during the period. The positive  contribution to Fund performance for
the six months ended June 30, 2003 from changes in swap valuations was primarily
due to the exercise of early termination  options on a number of swap agreements
and the remaining swaps  approaching their initial optional  termination  dates.
Swap rates declined  during the six months ended June 30, 2003,  offsetting some
of the appreciation from approaching early termination dates.

(b) LIQUIDITY AND CAPITAL RESOURCES.

OUTSTANDING BORROWINGS.  The Fund has entered into credit arrangements with DrKW
Holdings,  Inc. and Merrill Lynch  Mortgage  Capital,  Inc.  (collectively,  the
Credit  Facility)  primarily  to finance  the Fund's  equity in its real  estate
investments and will continue to use the Credit Facility for such purpose in the
future.  The Credit Facility may also be used for other purposes,  including any

                                       23
<PAGE>
short-term liquidity needs of the Fund. In the future, the Fund may increase the
size of the  Credit  Facility  (subject  to lender  consent)  and the  amount of
outstanding borrowings thereunder. As of June 30, 2004, the Fund had outstanding
borrowings of $335.0 million and unused loan commitments of $118.5 million under
the Credit Facility.

In August  2004,  the Fund made  borrowings  under its credit  arrangement  with
Merrill Lynch Mortgage Capital,  Inc. (MLMC) in the amount of $118.5 million. At
that time, the Fund also  temporarily  increased the amount  available under its
credit  arrangement  with MLMC by $213.5  million and borrowed that amount.  The
Fund used the total proceeds from these  borrowings to finance the  acquisitions
by Brazos and  Cimmaron  of  interests  in certain  industrial  properties.  The
additional  $213.5 million of borrowings is at a rate of LIBOR plus 0.90% and is
for a period of up to  sixty-days  (subject to a 30-day  extension,  if needed).
Brazos and Cimmaron expect to obtain first mortgage financing for its properties
in the third and fourth  quarters of 2004,  the proceeds from which will be used
to repay borrowings obtained by the Fund in August 2004 to facilitate the Brazos
and Cimmaron acquisitions.

The Fund has entered into interest rate swap agreements with respect to its real
estate investments and associated borrowings.  Pursuant to these agreements, the
Fund makes periodic  payments to the counterparty at predetermined  fixed rates,
in exchange for floating-rate  payments at a predetermined spread plus one-month
LIBOR.  During  the terms of the  outstanding  interest  rate  swap  agreements,
changes in the  underlying  values of the  agreements are recorded as unrealized
appreciation or depreciation.  As of June 30, 2004, the unrealized  appreciation
related to the interest rate swap agreements was approximately $7.3 million.  As
of June 30, 2003, the unrealized  depreciation related to the interest rate swap
agreements was approximately $33.8 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST  RATE RISK.  The Fund's  primary  exposure to interest rate risk arises
from its real estate  investments  that are  financed by the Fund with  floating
rate  borrowings  under the Fund's  Credit  Facility and by  fixed-rate  secured
mortgage  debt  obligations  of the Real Estate  Joint  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 Fund's Credit  Facility
are reset at regular  intervals based on one-month  LIBOR.  The Fund has entered
into interest rate swap  agreements to fix the cost of its borrowings  under the
Credit  Facility  used to  acquire  Belmar  Realty's  equity in its real  estate
investments  and to mitigate in part the impact of interest  rate changes on the
Fund's net asset value.  Under the terms of the interest  rate swap  agreements,
the Fund makes cash  payments  at fixed  rates in  exchange  for  floating  rate
payments that fluctuate with one and three 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 and Note 6
to the Fund's unaudited condensed  consolidated  financial  statements in Item 1
above.

                            Interest Rate Sensitivity
                        Cost, Principal (Notional) Amount
                    by Contractual Maturity and Callable Date
                      for the Twelve Months Ended June 30,*
<TABLE>
<CAPTION>
                                                                                                                    Estimated
                                                                                                                 Fair Value as of
                                                                                                                     June 30,
                                        2005      2006-2008     2009          Thereafter           Total               2004
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>           <C>           <C>                  <C>           <C>
Rate sensitive liabilities:
----------------------------------
Long-term debt:
----------------------------------
Fixed-rate mortgages                                                         $402,843,443        $402,843,443      $420,700,000

                                       24
<PAGE>
                                                                                                                    Estimated
                                                                                                                 Fair Value as of
                                                                                                                     June 30,
                                        2005      2006-2008     2009          Thereafter           Total               2004
------------------------------------------------------------------------------------------------------------------------------------
Average interest rate                                                                7.01%               7.01%
----------------------------------
Variable-rate Credit Facility                                                $335,000,000        $335,000,000      $335,000,000

Average interest rate                                                                1.57%               1.57%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative financial
instruments:
----------------------------------
Pay fixed/receive variable interest
rate swap agreements(**)                                                     $668,428,000        $668,428,000      $  7,338,032

Average pay rate(**)                                                                 4.68%               4.68%

Average receive rate(**)                                                             1.59%               1.59%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
----------------------------------
Fixed-rate Partnership Preference Units:
----------------------------------
Cabot Industrial Properties, L.P.,
8.625% Series B Cumulative Redeemable
Preferred Units, Callable 4/29/04,
Current Yield: 8.55%                   $20,147,160                                               $ 20,147,160      $ 24,206,400

Camden Operating, L.P., 7% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable 12/2/08,
Current Yield: 7.29%                                         $ 4,243,400                         $  4,243,400      $  4,804,000

Essex Portfolio, L.P., 7.875% Series B
Cumulative Redeemable Preferred Units,
Callable 12/31/09, Current Yield: 7.82%                                      $ 11,997,050        $ 11,997,050      $ 16,357,965

Essex Portfolio, L.P., 9.30% Series D
Cumulative Redeemable Preferred Units,
Callable 7/28/10, Current Yield: 9.16%(1)                                    $  6,562,950        $  6,562,950      $  7,614,180

MHC Operating Limited Partnership,
9% Series D Cumulative Redeemable
Perpetual Preference Units, Callable
9/29/04, Current Yield: 8.96%          $20,544,240                                               $ 20,544,240      $ 20,088,000

PSA Institutional Partners, L.P., 6.40%
Series NN Cumulative Redeemable Perpetual
Preferred Units, Callable 3/17/10, Current
Yield: 7.04%                                                                 $ 38,687,415        $ 38,687,415      $ 35,329,600

Price Development Company, L.P., 8.95%
Series B Cumulative Redeemable Preferred
Partnership Units, Callable 7/28/04,
Current Yield: 8.94%                   $20,085,760                                               $ 20,085,760      $ 20,032,000

Sun Communities Operating L.P., 8.875%
Series A Cumulative Redeemable Perpetual
Preferred Units, Callable 9/29/04,
Current Yield: 8.82%                   $26,227,200                                               $ 26,227,200      $ 30,180,000

                                       25
<PAGE>
                                                                                                                    Estimated
                                                                                                                 Fair Value as of
                                                                                                                     June 30,
                                        2005      2006-2008     2009          Thereafter           Total               2004
------------------------------------------------------------------------------------------------------------------------------------
Vornado Realty, L.P., 7% Series D-10
Cumulative Redeemable Preferred Units,
Callable 11/17/08, Current Yield: 7.34%(2)                   $11,241,763                         $ 11,241,763      $ 11,163,520
</TABLE>

*    The amounts  listed  reflect the Fund's  positions as of June 30, 2004. The
     Fund's current positions may differ.

**   The terms disclosed are those of the interest rate swap agreements that are
     in  effect  as of June  30,  2004.  As  discussed  in Note 5 to the  Fund's
     unaudited  condensed  consolidated  financial  statements  in Item 1 above,
     during July 2004 certain  interest rate swap  agreements  were  terminated,
     resulting  in a change of the average pay rate and average  receive rate to
     4.53% and 1.57%, respectively.

1    On July 28, 2004, the coupon rate reset to 7.875%.

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

ITEM 4. CONTROLS AND PROCEDURES.

Eaton Vance, as the Fund's manager, conducted an evaluation of the effectiveness
of the Fund's  disclosure  controls and procedures (as defined by Rule 13a-15(e)
of the 1934 Act) as of the end of the period  covered by this  report,  with the
participation of the Fund's Chief Executive Officer and Chief Financial Officer.
Based on that  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
Officer  concluded  that the Fund's  disclosure  controls  and  procedures  were
effective.  There were no changes in the Fund's internal  control over financial
reporting  that  occurred  during  the  quarter  ended  June 30,  2004 that have
materially  affected,  or are reasonably likely to materially affect, the Fund's
internal control over financial reporting.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN  SECURITIES,  USE OF PROCEEDS AND ISSUER  PURCHASES OF EQUITY
SECURITIES.

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31, 2003,  shares of the Fund may be redeemed by 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  Report on Form 10-K for the fiscal  year
ending December 31, 2003). During each month in the quarter ended June 30, 2004,

                                       26
<PAGE>
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
----------------------------------------------------------------
April 30, 2004        101,591.51               $86.74
----------------------------------------------------------------
May 31, 2004          199,822.67               $85.78
----------------------------------------------------------------
June 30, 2004          64,908.41               $88.24
----------------------------------------------------------------
Total                 366,322.59               $87.74
----------------------------------------------------------------

(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 June 30, 2004.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a)    The following is a list of all exhibits filed as part of this Form 10-Q:

4.2(a)    Form of  Amendment  No. 1 dated  August 3,  2004 to Loan and  Security
          Agreement  among the Fund,  Merrill Lynch Mortgage  Capital,  Inc., as
          Agent,  the Lenders  referred to therein  and  Merrill  Lynch  Capital
          Services, Inc.

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.


                                       27
<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 August 9, 2004.



                                BELMAR CAPITAL FUND LLC


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


                                       28
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

4.2(a)    Form of  Amendment  No. 1 dated  August 3,  2004 to Loan and  Security
          Agreement  among the Fund,  Merrill Lynch Mortgage  Capital,  Inc., as
          Agent,  the Lenders  referred to therein  and  Merrill  Lynch  Capital
          Services, Inc.

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

                                       29