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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2003
                          Commission File No. 000-32633


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


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


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


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


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


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). 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 March 31, 2003 (Unaudited) and
          December 31, 2002....................................................3

          Condensed  Consolidated  Statements of Operations
          (Unaudited) for the Three Months Ended March 31,
          2003 and 2002........................................................4

          Condensed Consolidated Statements of Changes in
          Net Assets (Unaudited) for the Three Months Ended
          March 31, 2003 and 2002..............................................6

          Condensed  Consolidated  Statements of Cash Flows
          (Unaudited) for the Three Months Ended March 31, 2003 and 2002.......7

          Financial Highlights  (Unaudited) for the Three Months
          Ended March 31, 2003.................................................9

          Notes to Condensed  Consolidated  Financial Statements
          as of March 31, 2003 (Unaudited)....................................10

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

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

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

PART II - OTHER INFORMATION

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

Item 2.   Changes in Securities and Use of Proceeds...........................22

Item 3.   Defaults Upon Senior Securities.....................................22

Item 4.   Submission of Matters to a Vote of Security Holders.................22

Item 5.   Other Information...................................................22

Item 6.   Exhibits and Reports on Form 8-K....................................22

SIGNATURES....................................................................23

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002......24

EXHIBIT INDEX.................................................................26

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

 BELMAR CAPITAL FUND LLC
 Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                 March 31,
                                                                                    2003            December 31,
                                                                                (Unaudited)             2002
                                                                            -------------------- -------------------
<S>                                                                            <C>                  <C>
    Assets:
       Investment in Belvedere Capital Fund Company LLC
           (Belvedere Capital)                                                 $ 1,568,928,236      $ 1,645,261,953
       Investment in Partnership Preference Units                                  557,769,433          550,352,892
       Investment in other real estate investments                                 202,910,466          203,940,755
       Short-term investments                                                        3,600,000                    -
                                                                           --------------------  -------------------
    Total investments                                                          $ 2,333,208,135      $ 2,399,555,600
       Cash                                                                          5,059,359            6,149,096
       Escrow deposits - restricted                                                  2,777,504            4,583,810
       Dividends and interest receivable                                             2,456,512            2,456,370
       Receivable for securities sold                                                        -           29,285,540
       Other assets                                                                  3,344,961            3,608,880
                                                                           --------------------  -------------------
    Total assets                                                               $ 2,346,846,471      $ 2,445,639,296
                                                                           --------------------  -------------------
    Liabilities:
       Loan payable - Credit Facility                                          $   596,500,000      $   596,500,000
       Mortgages payable                                                           162,101,475          162,461,900
       Open interest rate swap contracts, at value                                  39,217,224           47,057,312
       Swap interest payable                                                         1,568,800            1,696,469
       Notes payable to minority shareholder                                           565,972              565,972
       Security deposits                                                               785,163              776,772
       Accrued expenses:
           Interest expense                                                          2,490,344            2,487,473
           Property taxes                                                              785,277            3,143,437
           Other expenses and liabilities                                            1,615,656            1,601,191
        Minority interests in controlled subsidiaries                                9,268,502            9,118,965
                                                                           --------------------  -------------------
    Total liabilities                                                          $   814,898,413      $   825,409,491
                                                                           --------------------  -------------------

    Net assets                                                                 $ 1,531,948,058      $ 1,620,229,805

    Shareholders' Capital
                                                                           --------------------  -------------------
     Shareholders' capital                                                     $ 1,531,948,058      $ 1,620,229,805
                                                                           --------------------  -------------------

    Shares Outstanding                                                              23,290,330           23,190,678
                                                                           --------------------  -------------------

    Net Asset Value and Redemption Price Per Share                             $         65.78      $         69.87
                                                                           --------------------  -------------------
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                              Three Months     Three Months
                                                                                 Ended             Ended
                                                                               March 31,         March 31,
                                                                                  2003             2002
                                                                            ----------------- ----------------
<S>                                                                            <C>               <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $72,603, and
          $29,355,  respectively)                                              $   5,950,467     $  5,445,139
      Interest allocated from Belvedere Capital                                      118,842          181,358
      Expenses allocated from Belvedere Capital                                   (2,427,926)      (3,146,053)
                                                                            ----------------- ----------------
      Net investment income allocated from
          Belvedere Capital                                                    $   3,641,383     $  2,480,444
      Dividends from Partnership Preference Units                                 12,484,532       13,912,529
      Rental income                                                                8,587,490        8,742,889
      Interest                                                                        24,127           11,895
                                                                            ----------------- ----------------
 Total investment income                                                       $  24,737,532     $ 25,147,757
                                                                            ----------------- ----------------

 Expenses:
      Investment advisory and administrative fees                              $   1,736,439     $  2,104,754
      Property management fees                                                       338,987          347,649
      Distribution and servicing fees                                                759,629        1,043,486
      Interest expense on Credit Facility                                          2,745,800        3,677,584
      Interest expense on swap contracts                                           9,198,945       10,197,831
      Interest expense on mortgages                                                3,547,846        3,821,757
      Property and maintenance expenses                                            2,778,593        2,706,386
      Property taxes and insurance                                                 1,177,303        1,230,307
      Miscellaneous                                                                  196,810          282,989
                                                                            ----------------- ----------------
 Total expenses                                                                $  22,480,352     $ 25,412,743
 Deduct -
      Reduction of investment advisory and
        administrative fees                                                          382,008          515,469
                                                                            ----------------  -----------------
 Net expenses                                                                  $  22,098,344     $ 24,897,274
                                                                            ----------------- ----------------
 Net investment income before minority
      interest in net income of controlled
      subsidiary                                                               $   2,639,188     $    250,483
 Minority interest in net income of
      controlled subsidiary                                                         (137,545)        (114,392)
                                                                            ----------------- ----------------
 Net investment income                                                         $   2,501,643     $    136,091
                                                                            ----------------- ----------------
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                               Three Months       Three Months
                                                                                   Ended             Ended
                                                                                 March 31,         March 31,
                                                                                   2003               2002
                                                                             ------------------ -----------------
<S>                                                                              <C>            <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
      Investment transactions from Belvedere
        Capital (identified cost basis)                                          $ (7,241,552)  $  (12,537,225)
      Investment transactions in Partnership
        Preference Units (identified cost basis)                                      638,700                -
      Termination of interest rate swap contracts                                    (492,772)               -
                                                                             ------------------ -----------------
 Net realized loss                                                               $ (7,095,624)  $  (12,537,225)
                                                                             ------------------ -----------------

 Change in unrealized appreciation (depreciation) -
      Investment in Belvedere Capital (identified
        cost basis)                                                              $(73,116,188)  $   26,921,774
      Investments in Partnership Preference Units
        (identified cost basis)                                                    14,811,441          (69,633)
      Investment in other real estate investments
        (net of minority interest in unrealized gain
        (loss) of controlled subsidiary of $11,992,
        and ($760,447), respectively)                                              (1,383,288)         760,447
      Interest rate swap contracts                                                  7,840,088        8,127,630
                                                                             ------------------ -----------------
 Net change in unrealized appreciation (depreciation)                            $(51,847,947)  $   35,740,218
                                                                             ------------------ -----------------

 Net realized and unrealized gain (loss)                                         $(58,943,571)  $   23,202,993
                                                                             ------------------ -----------------

 Net (decrease) increase in net assets from operations                           $(56,441,928)  $   23,339,084
                                                                             ================== =================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                              Three Months             Three Months
                                                                                  Ended                   Ended
                                                                             March 31, 2003           March 31, 2002
                                                                         -----------------------  -----------------------
<S>                                                                            <C>                     <C>
 Increase (Decrease) in Net Assets:
     Net investment income                                                     $     2,501,643         $        136,091
     Net realized loss from investment transactions                                 (7,095,624)             (12,537,225)
     Net change in unrealized appreciation (depreciation) of
        investments                                                                (51,847,947)              35,740,218
                                                                         -----------------------  -----------------------
 Net (decrease) increase in net assets from operations                         $   (56,441,928)        $     23,339,084
                                                                         -----------------------  -----------------------
 Transactions in Fund Shares -
     Net asset value of Fund Shares issued to shareholders
        in payment of distributions declared                                   $    17,737,085         $              -
     Net asset value of Fund Shares redeemed                                       (10,256,516)             (11,041,571)
                                                                         -----------------------  -----------------------
 Net increase (decrease) in net assets from
     Fund Share transactions                                                   $     7,480,569         $    (11,041,571)
                                                                         -----------------------  -----------------------
 Distributions -
     Distributions to Shareholders                                             $   (39,320,388)        $              -
                                                                         -----------------------  -----------------------
 Total distributions                                                           $   (39,320,388)        $              -
                                                                         -----------------------  -----------------------

 Net (decrease) increase in net assets                                         $   (88,281,747)        $     12,297,513

 Net assets:
     At beginning of period                                                    $ 1,620,229,805         $  2,108,684,133
                                                                         -----------------------  -----------------------
     At end of period                                                          $ 1,531,948,058         $  2,120,981,646
                                                                         =======================  =======================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                           Three Months       Three Months
                                                                                               Ended              Ended
                                                                                            March 31,           March 31,
                                                                                               2003               2002
                                                                                         -----------------  ------------------
<S>                                                                                         <C>                  <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                       $(56,441,928)        $23,339,084
    Adjustments to reconcile net (decrease) increase in net assets
      from operations to net cash flows from operating activities -
          Amortization of debt issuance costs                                                     84,501              89,628
          Net investment income allocated from Belvedere Capital                              (3,641,383)         (2,480,444)
          Increase in dividends and interest receivable                                             (142)         (3,984,219)
          Decrease in interest payable for open swap contracts                                  (127,669)            (21,512)
          Decrease in escrow deposits - restricted                                             1,806,306           3,021,832
          Decrease in receivable for securities sold                                          29,285,540                   -
          Decrease in other assets                                                               179,418             255,283
          Decrease in accrued property taxes                                                  (2,358,160)         (2,258,582)
          (Increase) decrease in security deposits, accrued interest, and
               accrued other expenses and liabilities                                             25,727          (1,093,073)
          Proceeds from sales of Partnership Preference Units                                  8,033,600                   -
          Improvements to rental property                                                       (341,007)           (595,182)
          Net (increase) decrease in investment in Belvedere Capital                         (10,000,001)          4,538,926
          (Increase) decrease in short-term investments                                       (3,600,000)          3,335,722
          Payment for termination of interest rate swap contracts                               (492,772)                  -
          Minority interest in net income of controlled subsidiary                                137,545            114,392
          Net realized loss from investment transactions                                        7,095,624         12,537,225
          Net change in unrealized (appreciation) depreciation of investments                  51,847,947        (35,740,218)
                                                                                         ------------------  ------------------
Net cash flows from operating activities                                                    $   21,493,146       $ 1,058,862

Cash Flows From (For) Financing Activities -
          Payments on mortgages                                                             $    (360,425)       $  (356,437)
          Payment on notes payable to minority shareholder                                               -          (134,028)
          Payments for Fund Shares redeemed                                                      (639,155)          (916,026)
          Distributions paid to Shareholders                                                  (21,583,303)                 -
                                                                                         ------------------  ------------------
Net cash flows for financing activities                                                     $ (22,582,883)       $(1,406,491)

Net decrease in cash                                                                        $  (1,089,737)       $  (347,629)

Cash at beginning of period                                                                 $    6,149,096       $ 1,658,511
                                                                                         ------------------  ------------------
Cash at end of period                                                                       $    5,059,359       $ 1,310,882
                                                                                         ==================  ==================
</TABLE>

            See notes to condensed consolidated financial statements

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

<TABLE>
                                                                                        Three Months          Three Months
                                                                                            Ended                 Ended
                                                                                         March 31,              March 31,
                                                                                            2003                  2002
                                                                                     -------------------    ------------------
<S>                                                                                         <C>                  <C>
       Supplemental Disclosure and Non-cash Investing and
           Financing Activities-
             Interest paid for loan - Credit Facility                                       $ 2,085,315          $  3,063,209
             Interest paid for mortgages                                                    $ 3,449,183          $  3,706,234
             Interest paid for swap contracts                                               $ 9,326,614          $ 10,219,343
             Market value of securities distributed in payment of redemptions               $ 9,617,361          $ 10,125,545
</TABLE>

            See notes to condensed consolidated financial statements

                                       8
<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2003
Condensed Consolidated Financial Statements (Continued)

<TABLE>
FINANCIAL HIGHLIGHTS (UNAUDITED)
For the Three Months Ended March 31, 2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>
Net asset value - Beginning of period                                                    $            69.870
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
------------------------------------------------------------------------------------------------------------------------------------
Net investment income(6)                                                                 $             0.107
Net realized and unrealized loss                                                                      (2.497)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                                               $            (2.390)
------------------------------------------------------------------------------------------------------------------------------------

DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                            $            (1.700)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                                                      $            (1.700)
------------------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD                                                          $            65.780
------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(1)                                                                                        (3.57)%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                                                       AS A PERCENTAGE           AS A PERCENTAGE
                                                                       OF AVERAGE NET            OF AVERAGE GROSS
RATIOS                                                                 ASSETS (5)                ASSETS (2)(5)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                      <C>
Expenses of Consolidated Real Property Subsidiaries
     Interest and other borrowing costs (7)                                    0.73%(8)                 0.49%(8)
     Operating expenses(7)                                                     0.91%(8)                 0.60%(8)
Belmar Capital Fund LLC Expenses
     Interest and other borrowing costs(4)                                     3.14%(8)                 2.08%(8)
     Investment advisory and administrative fees, servicing
           fees and other Fund operating expenses(3)(4)                        1.21%(8)                 0.81%(8)
                                                                               --------------------------------------------
Total expenses                                                                 5.99%(8)                 3.98%(8)

Net investment income                                                          0.66%(8)                 0.44%(8)
---------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                          $1,531,948
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)                                         4%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar Capital Fund LLC (Belmar  Capital)  (including  Belmar  Capital's
     interest in  Belvedere  Capital Fund  Company LLC  (Belvedere  Capital) 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  Capital'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 subsidiary, majority owned by Belmar Realty.
(5)  For the purpose of  calculating  ratios,  the income and expenses of Belmar
     Realty's controlled  subsidiary are reduced by the proportionate  interests
     therein of investors other than Belmar Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes Belmar  Realty's  proportional  share of expenses  incurred by its
     majority-owned subsidiary.
(8)  Annualized.

            See notes to condensed consolidated financial statements

                                       9
<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2003
Notes To Condensed Consolidated Financial Statements (Unaudited)

1 Basis of Presentation

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

The balance  sheet at December  31, 2002 has been  derived from the December 31,
2002 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2 Estate Freeze

Shareholders  in Belmar  Capital are  entitled to  restructure  their Fund Share
interests under what is termed an Estate Freeze  Election.  Under this election,
Fund Shares are  divided  into  Preferred  Shares and Common  Shares.  Preferred
Shares have a preferential  right over the corresponding  Common Shares equal to
(i) 95% of the original  capital  contribution  made in respect of the undivided
Shares from which the Preferred Shares and Common Shares were derived, plus (ii)
an annuity priority return equal to 8.5% of the Preferred  Shares'  preferential
interest in the original capital  contribution of the undivided Fund Shares. The
associated  Common  Shares are  entitled  to the  remaining  5% of the  original
capital  contribution  in  respect of the  undivided  Shares,  plus any  returns
thereon in excess of the fixed annual priority of the Preferred Shares. At March
31, 2003 and December 31, 2002,  the Preferred  Shares were valued at $65.78 and
$69.87,  respectively,  and the Common  Shares had no value.  The  existence  of
restructured  Fund  Shares does not  adversely  affect  Shareholders  who do not
participate  in  the  election  nor  do  the   restructured   Fund  Shares  have
preferential rights to Fund Shares that have not been restructured. Shareholders
who  subdivide  Fund Shares under this  election  sacrifice  certain  rights and
privileges  that they would  otherwise  have with  respect to the Fund Shares so
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and fractional undivided Fund Shares.

                                       10
<PAGE>
3 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2003
aggregated  $10,000,000  and $9,617,360  respectively,  and for the three months
ended March 31, 2002 aggregated $12,045,414 and $26,709,874,  respectively.  For
the three  months  ended  March 31,  2003,  purchases  and sales of  Partnership
Preference  Units  aggregated  $0 and  $8,033,600,  respectively.  There were no
purchases and sales of Partnership  Preference  Units for the three months ended
March 31, 2002.  There were no acquisitions and sales of other real property for
the three months ended March 31, 2003 and March 31, 2002.

Sales of Partnership  Preference Units for the three months ended March 31, 2003
represent  amounts sold to other funds  sponsored by Eaton Vance  Management for
which a gain of $638,700 was recognized.

4 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2003, was  $8,400,349,853  representing  61.1% of the  Portfolio's net
assets  and at March  31,  2002 was  $10,618,305,771  representing  56.5% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2003 was  $1,568,928,236,  representing 18.7% of Belvedere  Capital's net assets
and at  March  31,  2002 was  $2,132,045,602,  representing  20.1% of  Belvedere
Capital's net assets.  Investment income allocated to Belvedere Capital from the
Portfolio  for the three  months ended March 31, 2003  totaled  $32,398,573,  of
which  $6,069,309  was  allocated to the Fund.  Investment  income  allocated to
Belvedere  Capital from the  Portfolio for the three months ended March 31, 2002
totaled  $27,289,011,  of which  $5,626,497 was allocated to the Fund.  Expenses
allocated to Belvedere  Capital  from the  Portfolio  for the three months ended
March 31, 2003 totaled  $9,667,954,  of which  $1,820,273  was  allocated to the
Fund.  Expenses  allocated to Belvedere Capital from the Portfolio for the three
months  ended  March 31,  2002  totaled  $11,408,561,  of which  $2,347,879  was
allocated to the Fund.  Belvedere Capital allocated  additional  expenses to the
Fund of $607,653 for the three months ended March 31, 2003, representing $17,977
of operating expenses and $589,676 of service fees.  Belvedere Capital allocated
additional expenses to the Fund of $798,174 for the three months ended March 31,
2002, representing $20,422 of operating expenses and $777,752 of service fees.

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2003,  December  31,  2002 and March 31, 2002 and its  operations  for the three
months ended March 31, 2003,  the year ended December 31, 2002 and for the three
months ended March 31, 2002 follows:


<TABLE>
                                          March 31,            December 31,            March 31,
                                            2003                   2002                   2002
                                    ---------------------- ---------------------- ---------------------
<S>                                      <C>                    <C>                   <C>
Investments, at value                    $ 13,797,517,752       $ 14,544,149,182      $ 18,699,529,315
Other assets                                   24,535,362             70,073,039           137,094,099
----------------------------------- ---------------------- ---------------------- ---------------------

Total assets                             $ 13,822,053,114       $ 14,614,222,221      $ 18,836,623,414
Total liabilities                              73,659,303             42,700,633            54,877,430
----------------------------------- ---------------------- ---------------------- ---------------------

Net Assets                               $ 13,748,393,811       $ 14,571,521,588      $ 18,781,745,984
=================================== ====================== ====================== =====================

                                       11
<PAGE>
=================================== ====================== ====================== =====================
Dividends and interest                   $     53,431,732       $    213,292,082      $     48,561,319
----------------------------------- ---------------------- ---------------------- ---------------------
Investment adviser fee                   $     15,490,999       $     71,564,552      $     19,634,596
Other expenses                                    477,083              2,577,489               654,041
----------------------------------- ---------------------- ---------------------- ---------------------
Total expenses                           $     15,968,082       $     74,142,041      $     20,288,637
----------------------------------- ---------------------- ---------------------- ---------------------
Net investment income                    $     37,463,650       $    139,150,041      $     28,272,682
Net realized losses                           (62,969,970)          (459,996,840)         (111,417,095)
Net change in unrealized
  appreciation (depreciation)                (649,928,537)        (3,312,547,564)          229,264,275
----------------------------------- ---------------------- ---------------------- ---------------------
Net increase (decrease) in net
  assets from operations                 $   (675,434,857)      $ (3,633,394,363)     $    146,119,862
----------------------------------- ---------------------- ---------------------- ---------------------
</TABLE>

5 Cancelable Interest Rate Swap Agreements

Belmar  Capital has entered into  cancelable  interest  rate swap  agreements in
connection with its real estate investments and the associated borrowings. Under
such  agreements  Belmar  Capital has agreed to make periodic  payments at fixed
rates in exchange for payments at floating rates.

The notional or contractual  amounts of these  instruments  may not  necessarily
represent the amounts  potentially subject to risk. The measurement of the risks
associated  with  these  investments  is  meaningful  only  when  considered  in
conjunction with all related assets, liabilities and agreements. As of March 31,
2003 and December 31, 2002, Belmar Capital has entered into cancelable  interest
rate swap agreements with Merrill Lynch Capital Services, Inc., as listed below.

<TABLE>
  Notional                                        Initial
   Amount                                        Optional           Final            Unrealized              Unrealized
   (000's        Fixed         Floating         Termination      Termination        Depreciation            Depreciation
  omitted)        Rate           Rate              Date             Date          At March 31, 2003     At December 31, 2002
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
<S>              <C>               <C>             <C>              <C>                   <C>                     <C>
      $27,500    8.96%     LIBOR + 0.40%           3/05             3/30                  $ 3,325,175             $ 3,589,811
       19,146    9.09%     LIBOR + 0.40%           4/04             3/30                    1,458,621               1,721,750
       43,181    9.20%     LIBOR + 0.40%           6/03             3/30                      757,388               1,544,077
       21,766    9.24%     LIBOR + 0.40%           4/03             3/30                       87,561                 491,825
       38,102    9.11%     LIBOR + 0.40%           2/04             3/30                    2,459,070               3,020,889
       20,659    9.13%     LIBOR + 0.40%           11/03            3/30                      988,396               1,317,687
       23,027    9.05%     LIBOR + 0.40%           7/04             3/30                    2,083,007               2,366,994
       10,773    9.54%     LIBOR + 0.40%           4/03             3/30                       45,056                 253,235
       12,984    9.50%     LIBOR + 0.40%           6/03             3/30                      236,794                 483,956
        9,608    9.46%     LIBOR + 0.40%           11/03            3/30                      482,832                 647,043
       13,274    9.42%     LIBOR + 0.40%           2/04             3/30                      901,841               1,111,586
       12,063    9.38%     LIBOR + 0.40%           4/04             3/30                      967,432               1,145,024
       10,799    9.35%     LIBOR + 0.40%           7/04             3/30                    1,034,255               1,178,045
       41,185    9.31%     LIBOR + 0.40%           9/04             3/30                    4,333,245               4,841,445
        7,255    9.26%     LIBOR + 0.40%           3/05             3/30                      937,210               1,013,121
       22,982    9.17%     LIBOR + 0.40%           2/03             3/30                          - *                 163,553
       28,305    9.15%     LIBOR + 0.40%           4/03             3/30                      112,502                 631,854
       32,404    9.13%     LIBOR + 0.40%           6/03             3/30                      563,061               1,146,899
        3,383    9.08%     LIBOR + 0.40%           11/03            3/30                      160,584                 213,883
       12,062    9.00%     LIBOR + 0.40%           2/04             3/30                      762,993                 936,025
       24,622    8.985%    LIBOR + 0.40%           4/04             3/30                    1,837,962               2,167,107
        9,184    8.97%     LIBOR + 0.40%           7/04             3/30                      816,994                 927,854

                                       12
<PAGE>
       13,454    8.93%     LIBOR + 0.40%           9/04             3/30                    1,309,776               1,459,523
       17,888    8.87%     LIBOR + 0.40%           3/05             3/30                    2,116,131               2,283,727
       39,407    7.46%     LIBOR + 0.40%             -              9/10                    8,386,661               8,423,378
       11,776    8.34%     LIBOR + 0.40%           3/05             3/30                    1,195,246               1,287,360
        2,338    8.41%     LIBOR + 0.40%           9/04             3/30                      198,608                 220,542
       23,636    8.48%     LIBOR + 0.40%           2/04             3/30                    1,332,757               1,623,935
       20,265    8.60%     LIBOR + 0.40%           6/03             3/30                      326,066                 655,632
       28,629    8.66%     LIBOR + 0.40%           2/03             3/30                          - *                 189,552
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
                                                                                         $ 39,217,224            $ 47,057,312
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
</TABLE>
* Agreement was terminated on the Initial Optional Termination Date.

6 Segment Information

Belmar  Capital  pursues  its  investment   objective   primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company of equity securities 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  Capital,  Belmar  Capital  invests in
real estate assets  through its  subsidiary  Belmar Realty  Corporation  (Belmar
Realty).  Belmar Realty  invests  directly in Partnership  Preference  Units and
indirectly  in real  property  through a  controlled  subsidiary,  Bel  Alliance
Apartments, LLC.

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 or loss,  net realized gain (loss),  and
unrealized gain (loss). The accounting  policies of the reportable  segments are
the same as those for Belmar  Capital on a  consolidated  basis.  No  reportable
segments have been aggregated. Reportable information by segment is as follows:

<TABLE>
                                                            TAX-MANAGED
FOR THE THREE MONTHS ENDED                                    GROWTH               REAL
MARCH 31, 2003                                              PORTFOLIO*            ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>                <C>
Revenue                                                     $     3,641,383       $  21,072,718      $    24,714,101
Interest expense on mortgages                                             -          (3,547,846)          (3,547,846)
Interest expense on Credit Facility                                       -          (2,388,846)          (2,388,846)
Interest expense on swap contracts                                        -          (9,198,945)          (9,198,945)
Operating expenses                                                 (270,648)         (5,514,554)          (5,785,202)
Minority interest in net income of controlled
   subsidiaries                                                           -            (137,545)            (137,545)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                       $     3,370,735       $     284,982      $     3,655,717
Net realized gain (loss)                                         (7,241,552)            145,928           (7,095,624)
Change in unrealized gain (loss)                                (73,116,188)         21,268,241          (51,847,947)
---------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN NET ASSETS FROM
   OPERATIONS OF REPORTABLE SEGMENTS                        $   (76,987,005)      $  21,699,151      $   (55,287,854)
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $ 1,568,928,236       $ 770,449,048      $ 2,339,377,284
Segment liabilities                                                       -         737,102,435          737,102,435
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                           $ 1,568,928,236       $  33,346,613      $ 1,602,274,849
---------------------------------------------------------------------------------------------------------------------

                                       13
<PAGE>
                                                            TAX-MANAGED
FOR THE THREE MONTHS ENDED                                    GROWTH               REAL
MARCH 31, 2002                                              PORTFOLIO*            ESTATE               TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $     2,480,444       $  22,667,313      $    25,147,757
Interest expense on mortgages                                             -          (3,821,757)          (3,821,757)
Interest expense on Credit Facility                                       -          (3,493,705)          (3,493,705)
Interest expense on swap contracts                                        -         (10,197,831)         (10,197,831)
Operating expenses                                                 (394,222)         (5,706,901)          (6,101,123)
Minority interest in net income of controlled
   subsidiaries                                                           -            (114,392)            (114,392)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $     2,086,222       $    (667,273)     $     1,418,949
Net realized loss                                               (12,537,225)                  -          (12,537,225)
Change in unrealized gain (loss)                                 26,921,774           8,818,444           35,740,218
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $    16,470,771       $   8,151,171      $    24,621,942
---------------------------------------------------------------------------------------------------------------------
Segment assets                                              $ 2,132,045,602       $ 834,460,703      $ 2,966,506,305
Segment liabilities                                                       -         815,230,884          815,230,884
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                           $ 2,132,045,602       $  19,229,819      $ 2,151,275,421
---------------------------------------------------------------------------------------------------------------------
</TABLE>
*Belmar  Capital  invests  indirectly in Tax-Managed  Growth  Portfolio  through
Belvedere Capital.

The following tables reconcile the reported segment information to the condensed
consolidated  financial statements for the three months ended March 31, 2003 and
March 31, 2002:

<TABLE>
                                                                          THREE MONTHS ENDED        THREE MONTHS ENDED
                                                                            MARCH 31, 2003            MARCH 31, 2002
                                                                         ----------------------    ----------------------
<S>                                                                             <C>                        <C>
Revenue:
  Revenues from reportable segments                                             $   24,714,101            $   25,147,757
  Unallocated revenue                                                                   23,431                         -
                                                                         ----------------------    ----------------------
TOTAL REVENUE                                                                   $   24,737,532            $   25,147,757
                                                                         ----------------------    ----------------------
Net increase (decrease) in net assets from operations:
  Net (decrease) increase in net assets from operations of reportable
     segments                                                                   $  (55,287,854)           $   24,621,942
  Unallocated revenue                                                                   23,431                         -
  Unallocated expenses **                                                           (1,177,505)               (1,282,858)
                                                                         ----------------------    ----------------------
TOTAL NET (DECREASE) INCREASE IN NET ASSETS FROM OPERATIONS                     $  (56,441,928)           $   23,339,084
                                                                         ----------------------    ----------------------

** Unallocated expenses include costs of Belmar Capital to operate the Fund such as  servicing  and  distribution
expenses  as  well  as  other   miscellaneous administrative costs of Belmar Capital.

Net assets:
  Net assets of reportable segments                                             $1,602,274,849            $2,151,275,421
  Unallocated cash                                                                   3,869,187                       476
  Short-term investments                                                             3,600,000                   584,083
  Loan payable - Credit Facility                                                   (77,545,000)              (30,675,000)
  Other liabilities                                                                   (250,978)                 (203,334)
                                                                         ----------------------    ----------------------
TOTAL NET ASSETS                                                                $1,531,948,058            $2,120,981,646
                                                                         ----------------------    ----------------------
</TABLE>

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

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

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31,  2003,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2002

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was -3.57% for the quarter
ended March 31,  2003.  This return  reflects a decrease in the Fund's net asset
value per share  from  $69.87 to $65.78  and a  distribution  of $1.70 per share
during the  quarter.  For  comparison,  the Standard & Poor's 500 Index (the S&P
500),  an unmanaged  index of large  capitalization  stocks  commonly  used as a
benchmark for the U.S. equity market, had a total return of -3.15% over the same
period.(2) The  performance  of the Fund  outperformed  that of the  Tax-Managed
Growth Portfolio (the Portfolio) by approximately  1.14% during the period. Last
year,  the Fund had a total return  performance  of 1.11% for the quarter  ended
March 31, 2002. This return  reflected an increase in the Fund's net asset value
per share from $87.37 to $88.34. For comparison,  the S&P 500 had a total return
of 0.28% over the same period.(2) The performance of the Fund  outperformed that
of the Portfolio by approximately 0.28% during the period.

PERFORMANCE OF THE PORTFOLIO. War angst coupled with rising oil prices, domestic
terrorist fears, and negative investor sentiment contributed to continued market
volatility  in the  first  quarter  of 2003.  The  quarter  was  marked by a few
leadership  reversals from the same period last year.  Particularly  of note was
the  dominance  of large  capitalization  and  growth  related  stocks,  and the
divergence in performance of growth oriented sectors and  sub-industries  during
the quarter.  Most major domestic  benchmarks  experienced  negative returns and
only two of the S&P 500 sectors had gains during the period.

The best  performing  sector of the S&P 500 during the first quarter of 2003 was
health care, while the telecommunications services sector continued to trail the
performance  of the S&P 500.  Market  leading  industries  in the first  quarter
included computer software,  biotechnology,  and managed health care.  Defensive
groups such as food  distributors,  material  manufacturing,  and drug retailing
realized weaker quarterly returns during the period.

In this challenging  environment,  the performance of the Portfolio trailed that
of the overall  market mostly due to lower exposure to more  aggressive  sectors
and  industries.  During the quarter,  Boston  Management  and Research  (Boston

-------------
(1)  Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that Shares, when redeemed,  may be worth
     more or less than their original cost.
(2)  It is not possible to invest directly in an Index.

                                       15
<PAGE>
Management),  the Portfolio's  investment  adviser,  emphasized  industrials and
consumer staples sectors, a continuing theme from last year. While this emphasis
has been productive in prior periods, it hurt Portfolio returns during the first
quarter of 2003.  Relatively  stronger stock selection within the airfreight and
logistics,  personal products and beverages  sub-industries partially offset the
negative performance of these sectors during the quarter.

Boston  Management  gradually  increased the Portfolio's  exposure to the energy
sector  (particularly  the oil and  gas  industries)  during  the  quarter  to a
relatively  higher  allocation from its neutral standing versus the S&P 500 last
year.  Boston  Management  slightly  trimmed the  Portfolio's  positions  in the
healthcare  and  financial  sectors from last year's  levels,  primarily  due to
fundamental  and  political  headwinds.  Lack  of  earnings  visibility  in  the
information technology sector prompted a continued underweight allocation versus
the S&P 500. The Portfolio also  underweighted the  telecommunications  services
sector  during the  quarter,  which was the S&P 500's  worst  performing  sector
during the period.  Boston  Management  believes  that these  sector  shifts are
appropriate for the longer-term positioning of the Portfolio.

PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  For the quarter ended March 31, 2003,
the Fund's real estate operations  conducted through a Real Estate Joint Venture
reflected  weakening  multifamily market  fundamentals and the uncertain outlook
for the U.S. economy as a whole. Rental income decreased to $8.6 million for the
quarter  ended March 31, 2003  compared  to $8.7  million for the quarter  ended
March 31,  2002,  a decrease of $0.1  million or 1%,  while  property  operating
expenses (before debt service and excluding certain operating expenses of Belmar
Realty  Corporation  (Belmar Realty) of approximately $1.2 million) totaled $4.3
million for each period.  The decline in rental  income was  principally  due to
increased rental concessions  offered at the multifamily  properties held by the
Real Estate Joint Venture.  During the quarter ended March 31, 2003, Real Estate
Joint Venture operations were also affected by deteriorating  multifamily market
fundamentals in most regions with falling occupancy levels.  Given the continued
uncertain  outlook for the U.S.  economy as a whole,  expectations are that real
estate operating results in 2003 will be modestly below the levels of 2002.

At March 31, 2003, the estimated fair value of the real  properties held through
the Fund's  Real Estate  Joint  Venture  was $202.9  million  compared to $229.7
million at March 31, 2002,  a decrease of $26.8  million or 12%. The decrease in
estimated real property value was due to a reduction in the number of properties
held by the Fund's Real Estate Joint Venture  during 2002 and due to declines in
estimated  property  values that resulted  from  declines in near-term  earnings
expectations  and  the  economic  downturn.   The  Fund  recognized   unrealized
depreciation of the estimated fair value of its other real estate investments of
approximately $1.4 million for  the quarter ended March 31, 2003. Despite weaker
market  conditions,  declines in asset values for  multifamily  properties  have
generally been modest as decreases in  capitalization  rates have largely offset
declining income level expectations.

For the quarter  ended March 31, 2003,  the Fund's  investments  in  Partnership
Preference  Units  generally   benefited  from  declining   interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  The Fund sold Partnership Preference Units over the
past year, and as a result,  the estimated fair value of the Fund's  Partnership
Preference  Units  declined.  At March 31, 2003, the estimated fair value of the
Fund's  Partnership  Preference  Units equaled $557.8 million compared to $587.5
million at March 31,  2002,  a decrease of $29.7  million or 5%. The decrease in
value,  due to fewer  Partnership  Preference  Units held at March 31, 2003, was
offset in part by increases in values of the Partnership  Preference Units owned
by the Fund at March 31, 2003. The Fund  recognized  $14.8 million in unrealized

                                       16
<PAGE>
appreciation  in the estimated fair value of the  Partnership  Preference  Units
during the quarter ended March 31, 2003  primarily due to the market  conditions
described above.  Dividends  received from the Partnership  Preference Units for
the quarter ended March 31, 2003 totaled $12.5 million compared to $13.9 million
for the quarter  ended March 31,  2002,  a decrease of $1.4  million or 10%. The
decrease  was due to fewer  Partnership  Preference  Unit  holdings  during  the
quarter ended March 31, 2003.

PERFORMANCE  OF INTEREST  RATE  SWAPS.  For the  quarter  ended March 31,  2003,
interest  rate  swap  valuations  appreciated  modestly  by  approximately  $7.8
million, as initial optional  termination dates moved closer.  Approximately 53%
of existing notional  contract amounts will reach optional  termination over the
next four  quarters.  Offsetting  the  appreciation  were minimal  interest rate
decreases  during the first quarter 2003, in contrast to interest rate increases
during the first quarter of 2002.  Valuations  appreciated by approximately $8.1
million for the quarter  ended  March 31,  2002 due to  increases  in swap rates
during the period.

LIQUIDITY AND CAPITAL RESOURCES

The Fund has entered  into  interest  rate swap  agreements  with respect to its
borrowings and real estate investments.  Pursuant to these agreements,  the Fund
makes periodic  payments to the  counterparty at  predetermined  fixed rates, in
exchange for  floating-rate  payments from the counterparty  that fluctuate with
one-month LIBOR. During the terms of the outstanding swap agreements, changes in
the underlying values of the swaps are recorded as unrealized gains or losses.

As of  March  31,  2003  and 2002 the  unrealized  depreciation  related  to the
interest rate swap agreements was $39,217,224 and $36,111,680, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations are based upon the Fund's unaudited condensed  consolidated financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements  requires  the  Fund  to  make  estimates,  judgments  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and  expenses.  The Fund bases these  estimates,  judgments and  assumptions  on
historical  experience  and on other  various  factors  that are  believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.

The Fund's  critical  accounting  policies  affect the Fund's  more  significant
estimates and assumptions used in valuing the Fund's real estate investments and
interest rate swap agreements.  Prices are not readily available for these types
of  investments  and  therefore  are  valued  on  an  ongoing  basis  by  Boston
Management,  in its  capacity as manager of Belmar  Realty,  in the case of real
estate investments, and in its capacity as the Fund's investment adviser, in the
case of interest rate swap agreements.

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account relevant factors, data and information,  including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than  Partnership  Preference Units are generally stated at estimated fair
values based upon  independent  valuations  assuming an orderly  disposition  of
assets.  Detailed  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations  reflect  results of operations and

                                       17
<PAGE>
distributions,  and may be  adjusted if there has been a  significant  change in
economic circumstances since the most recent independent  valuation.  Given that
such  valuations  include  many  assumptions,  including  but not  limited to an
orderly  disposition  of  assets,  values  may differ  from  amounts  ultimately
realized.  Boston Management,  as the Fund's investment adviser,  determines the
value of interest rate swaps and, in doing so, may consider  among other things,
dealer and counter-party quotes and pricing models.

The policies for valuing real estate investments involve  significant  judgments
that are based upon, without limitation, general economic conditions, the supply
and demand for  different  types of real  properties,  the  financial  health of
tenants,  the timing of lease  expirations  and  terminations,  fluctuations  in
rental rates and operating costs, exposure to adverse  environmental  conditions
and losses from  casualty  or  condemnation,  interest  rates,  availability  of
financing,  managerial  performance and government  rules and  regulations.  The
valuations  of  Partnership  Preference  Units  held  by the  Fund  through  its
investment in Belmar Realty fluctuate over time to reflect, among other factors,
changes  in  interest  rates,  changes  in  perceived  riskiness  of such  units
(including  call risk),  changes in the  perceived  riskiness of  comparable  or
similar  securities  trading in the public market and the  relationship  between
supply and demand for  comparable  or similar  securities  trading in the public
market.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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 a
revolving securitization facility with two affiliated special purpose commercial
paper  issuers  (the CP Issuers)  which is  supported  by a  liquidity  facility
(collectively,  the Credit  Facility)  and by fixed-rate  secured  mortgage debt
obligations  of the Real Estate Joint  Venture.  The interest rate on borrowings
under the Fund's Credit  Facility is reset at regular  intervals based on the CP
Issuers' cost of financing plus a margin of one-month LIBOR plus a premium.  The
Fund utilizes  cancelable  interest rate swap  agreements to fix the cost of its
borrowings under the Credit Facility and to mitigate the impact of interest rate
changes on the Fund's net asset value. Under the terms of the interest rate swap
agreements, the Fund makes cash payments at fixed rates in exchange for floating
rate payments that fluctuate with one-month  LIBOR. 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 value of the Partnership  Preference Units and, to a lesser degree, the Real
Estate Joint Venture is sensitive to interest  rate risk.  Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and the Real Estate Joint Venture.

                                       18
<PAGE>
The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 5 to the
Fund's unaudited condensed consolidated financial statements in Item 1.

<TABLE>
                                                       Interest Rate Sensitivity
                                       Cost, Principal (Notional) Amount by Contractual Maturity
                                                 For the Twelve Months Ended March 31,
                                                                                                                  Estimated
                                   2004-2006          2007          2008        Thereafter         Total          Fair Value
                                 --------------- --------------- ------------ ---------------- --------------- -----------------
<S>                                <C>                <C>           <C>         <C>                <C>            <C>
Rate sensitive liabilities:
--------------------------------
Long-term debt:
--------------------------------
Fixed-rate mortgages                                                             $162,101,475    $162,101,475      $186,000,000
Average interest rate                                                                   8.50%           8.50%
--------------------------------
Variable-rate Credit Facility                      $596,500,000                                  $596,500,000      $596,500,000
Average interest rate                                     1.24%                                         1.24%
-------------------------------- --------------- --------------- ------------ ---------------- --------------- -----------------
Rate sensitive derivative
 financial instruments:
--------------------------------
Pay fixed/Receive variable
interest rate swap contracts                       $550,046,000                                  $550,046,000     $(39,217,224)
Average pay rate                                          8.97%                                         8.97%
Average receive rate                                      1.24%                                         1.24%
-------------------------------- --------------- --------------- ------------ ---------------- --------------- -----------------
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: 8.67%                                                     $55,831,200     $55,831,200       $64,675,000
--------------------------------
Camden Operating, L.P., 8.50%
Series B Cumulative Redeemable
Perpetual Preferred Units,
Callable 2/23/04, Current
Yield: 8.32%                                                                      $58,869,144     $58,869,144       $69,751,500
--------------------------------
CP Limited Partnership, 8.125%
Series A Cumulative Redeemable
Preferred Units, Callable
4/20/03, Current Yield: 9.04%                                                     $60,844,550     $60,844,550       $67,383,150
--------------------------------
Essex Portfolio, L.P., 7.875%
Series B Cumulative Redeemable
Preferred Units, Callable
2/6/03, Current Yield: 8.38%                                                      $11,997,050     $11,997,050       $15,273,927
--------------------------------
Essex Portfolio, L.P., 9.30%
Series D Cumulative Redeemable
Preferred Units, Callable
7/28/04, Current Yield: 9.05%                                                     $43,009,575     $43,009,575       $51,374,800

                                       19
<PAGE>
--------------------------------
Essex Portfolio, L.P., 9.125%
Series C Cumulative Redeemable
Preferred Units, Callable
11/24/03, Current Yield: 9.01%                                                    $ 3,383,200     $ 3,383,200       $ 4,053,112
--------------------------------
Kilroy Realty, L.P, 8.075%
Series A Cumulative Redeemable
Preferred Units, Callable
2/6/03, Current Yield: 8.95%                                                      $19,298,920     $19,298,920       $23,626,636
--------------------------------
Kilroy Realty, L.P., 9.375%
Series C Cumulative Redeemable
Preferred Units, Callable
11/24/03, Current Yield: 9.69%                                                    $30,266,640     $30,266,640       $33,872,580
--------------------------------
PSA Institutional Partners,
L.P., 9.50% Series N
Cumulative Redeemable
Perpetual Preferred Units,
Callable 3/17/05, Current
Yield: 9.07%                                                                      $64,418,165     $64,418,165       $66,915,450
--------------------------------
Prentiss Properties
Acquisition Partners, L.P.,
8.30% Series B Cumulative
Redeemable Perpetual Preferred
Units, Callable 6/25/03,
Current Yield: 8.91%                                                              $37,660,205     $37,660,205       $44,900,778
--------------------------------
Regency Centers, L.P., 8.125%
Series A Cumulative Redeemable
Preferred Units, Callable
6/25/03, Current Yield: 8.09%                                                     $39,693,050     $39,693,050       $50,220,000
--------------------------------
Regency Centers, L.P., 9.125%
Series D Cumulative Redeemable
Preferred Units, Callable
9/29/04, Current Yield: 8.69%                                                     $12,924,525     $12,924,525       $15,742,500
--------------------------------
Sun Communities Operating
L.P., 8.875% Series A
Cumulative Redeemable
Perpetual Preferred Units,
Callable 9/29/04, Current
Yield: 8.88%                                                                      $44,052,800     $44,052,800       $49,980,000
--------------------------------
</TABLE>

                                       20
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES

Within  the  90-day  period  prior to the  filing of this  report,  Eaton  Vance
Management (Eaton Vance), as the Fund's manager,  and the Fund's Chief Executive
Officer  and  Chief  Financial  Officer  have  conducted  an  evaluation  of the
effectiveness  of  disclosure  controls and  procedures  pursuant to Rule 13a-14
under the Securities Exchange Act of 1934, as amended. Based on that evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
disclosure  controls  and  procedures  are,  to the  best  of  their  knowledge,
effective in ensuring that all material information required to be filed in this
quarterly  report  has been made known to them in a timely  fashion.  There have
been no  significant  changes in  internal  controls,  or in factors  that could
significantly  affect  internal  controls,  subsequent  to the  date  the  Chief
Executive Officer and Chief Financial Officer completed their evaluation.

As the Fund's manager, the complete and entire management, control and operation
of the Fund are vested in Eaton Vance. The Fund's organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial Officer intend to report any
significant  deficiency  in the design or operation of internal  controls  which
could  adversely  affect the Fund's  ability to record,  process,  summarize and
report  financial  data, and any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the Fund's internal
controls to Eaton Vance.

                                       21
<PAGE>
PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          Although in the ordinary course of business,  the Fund,  Belmar Realty
          and the  Real  Estate  Joint  Venture  may  become  involved  in legal
          proceedings,  the Fund is not  aware  of any  material  pending  legal
          proceedings to which any of them is the subject.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None.

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

          No matters  were  submitted to a vote of security  holders  during the
          three months ended March 31, 2003.

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:

           4.1    Copy  of First  and Second  Amendments to Revolving Credit and
                  Security Agreement  dated  March 12, 2003  and April 11, 2003,
                  respectively, filed herewith.

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

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

     (b)  Reports on Form 8-K:

          None.

                                       22
<PAGE>
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 15, 2003.


                                BELMAR CAPITAL FUND LLC
                                (Registrant)



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

                                       23
<PAGE>
                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Thomas E. Faust Jr., certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Belmar  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                /s/ Thomas E. Faust Jr.
                                --------------------------
                                Thomas E. Faust Jr.
                                Chief Executive Officer

                                       24
<PAGE>
                           CERTIFICATIONS PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Michelle A. Alexander, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Belmar  Capital Fund
LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

                                /s/ Michelle A. Alexander
                                -----------------------------------------
                                Michelle A. Alexander
                                Chief Financial Officer

                                       25
<PAGE>
                                  EXHIBIT INDEX

 4.1      Copy of First  and Second Amendments to  Revolving Credit and Security
          Agreement dated March 12, 2003 and April 11, 2003, filed herewith.

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

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

                                       26