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, 2002
                         Commission File No. 000-1108991


                             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
                                      ---   ---


<PAGE>
                             Belmar Capital Fund LLC
                                Index to Form 10Q

PART I - FINANCIAL INFORMATION                                              Page

Item 1.         Consolidated Financial Statements                              3

                Consolidated Statements of Assets
                and Liabilities as of March 31, 2002
                (unaudited) and December 31, 2001                              3

                Consolidated Statements of Operations
                (unaudited) for the Three Months Ended
                March 31, 2002 and 2001                                        4

                Consolidated Statements of Changes in
                Net Assets (unaudited) for the Three Months
                Ended March 31, 2002 and 2001                                  6

                Consolidated Statements of Cash Flows
                (unaudited) for the Three Months Ended
                March 31, 2002 and 2001                                        7

                Financial Highlights (unaudited) for the
                Three Months Ended March 31, 2002                              9

                Notes to Consolidated Financial Statements
                as of March 31, 2002 (unaudited)                              10

Item 2.         Management's Discussion and Analysis of
                Financial Condition and Results of Operations                 13

Item 3.         Quantitative and Qualitative Disclosures
                About Market Risks                                            15

PART  II  -     OTHER INFORMATION

Item 1.         Legal Proceedings                                             16

Item 2.         Changes in Securities and Use of Proceeds                     16

Item 3.         Defaults Upon Senior Securities                               16

Item 4.         Submission of Matters to a Vote of Security Holders           16

Item 5.         Other Information                                             16

Item 6.         Exhibits and Reports                                          16


SIGNATURES                                                                    17

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

 BELMAR CAPITAL FUND LLC
 Consolidated Statements of Assets and Liabilities

<TABLE>
                                                                                 March 31,
                                                                                    2002             December 31,
                                                                                (Unaudited)              2001
                                                                            --------------------  ------------------
<S>                                                                            <C>                  <C>
    Assets:
       Investment in Belvedere Capital Fund Company LLC                        $2,132,045,602       $2,129,845,069
       Investment in Partnership Preference Units                                 587,482,247          587,551,880
       Investment in other real estate                                            229,656,405          229,061,223
       Short-term investments                                                         584,083            3,919,805
                                                                            --------------------  ------------------
    Total investments                                                          $2,949,768,337       $2,950,377,977
                                                                            --------------------  ------------------
       Cash                                                                         1,310,882            1,658,511
       Escrow deposits - restricted                                                 3,118,972            6,140,804
       Dividends receivable                                                         8,919,478            4,935,259
       Other assets                                                                   861,031            1,116,314
                                                                            --------------------  ------------------
    Total assets                                                               $2,963,978,700       $2,964,228,865

    Liabilities:
       Loan payable                                                            $  613,500,000       $  613,500,000
       Mortgage payable, net of unamortized debt issuance
         costs ($3,112,164 and $3,201,792, respectively)                          172,002,242          172,269,051
       Open interest rate swap contracts, at value                                 36,111,680           44,239,310
       Swap interest payable                                                        1,426,132            1,447,644
       Note payable to minority shareholder                                           565,972              700,000
       Security deposits                                                              699,773              679,655
       Accrued expenses:
           Interest expense                                                         2,778,544            2,782,673
           Property taxes                                                             862,632            3,121,214
           Other expenses and liabilities                                           2,785,168            3,894,230
        Minority interests in controlled subsidiaries                              12,264,911           12,910,955
                                                                            --------------------  ------------------
    Total liabilities                                                          $  842,997,054       $  855,544,732
                                                                            --------------------  ------------------
    Net assets                                                                 $2,120,981,646       $2,108,684,133
                                                                            --------------------  ------------------

    Shareholders' Capital
     Shareholders' capital                                                     $2,120,981,646       $2,108,684,133
                                                                            --------------------  ------------------

    Shares Outstanding                                                             24,009,180           24,134,504
                                                                            --------------------  ------------------

    Net Asset Value and Redemption Price Per Share                             $        88.34       $        87.37
                                                                            --------------------  ------------------
</TABLE>

                 See notes to consolidated financial statements

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

<TABLE>
                                                                                          Three Months         Three Months
                                                                                              Ended                Ended
                                                                                            March 31,            March 31,
                                                                                              2002                 2001
                                                                                      ---------------------- ------------------
<S>                                                                                             <C>                <C>
 Investment Income:
      Dividends allocated from Belvedere Capital
         (net of foreign taxes of $29,355
          and $34,559, respectively)                                                            $ 5,445,139        $ 5,431,721
      Interest allocated from Belvedere Capital                                                     181,358            976,548
      Expenses allocated from Belvedere Capital                                                  (3,146,053)        (3,518,459)
                                                                                      ---------------------- ------------------
      Net investment income allocated from
          Belvedere Capital                                                                     $ 2,480,444        $ 2,889,810
      Dividends from Partnership Preference Units                                                13,912,529         14,357,713
      Rental income                                                                               8,742,889          8,740,392
      Interest                                                                                       11,895            261,213
                                                                                      ---------------------- ------------------
 Total investment income                                                                        $25,147,757        $26,249,128
                                                                                      ---------------------- ------------------

 Expenses:
     Investment advisory and administrative fees                                                $ 2,104,754        $ 1,931,895
     Property management fees                                                                       347,649            351,208
     Distribution and servicing fees                                                              1,043,486          1,190,864
     Interest expense on Credit Facility                                                          3,677,584         10,791,565
     Interest expense on swap contracts                                                          10,197,831          4,134,679
     Interest expense on mortgages                                                                3,821,757          3,832,550
     Property and maintenance expenses                                                            2,706,386          2,973,932
     Property taxes and insurance                                                                 1,230,307            976,010
     Miscellaneous                                                                                  282,989            697,293
                                                                                      ---------------------- ------------------
Total expenses                                                                                  $25,412,743        $26,879,996
Deduct -
    Reduction of investment adviser and
        administrative fee                                                                      $   515,469        $   590,917
                                                                                      ---------------------- ------------------
Net expenses                                                                                    $24,897,274        $26,289,079
                                                                                      ---------------------- ------------------
Net investment income (loss) before minority
    interest in net income of controlled
    subsidiary                                                                                  $   250,483        $   (39,951)
Minority interest in net income of
     controlled subsidiary                                                                         (114,392)          (243,400)
                                                                                      ---------------------- ------------------
Net investment income (loss)                                                                    $   136,091        $  (283,351)
                                                                                      ---------------------- ------------------
</TABLE>

                 See notes to consolidated financial statements

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


<TABLE>
                                                                                          Three Months         Three Months
                                                                                              Ended                Ended
                                                                                            March 31,            March 31,
                                                                                              2002                 2001
                                                                                      ---------------------- ------------------
<S>                                                                                           <C>              <C>
 Realized and Unrealized Gain (Loss)
 Net realized gain (loss) -
      Investment transactions from Belvedere
         Capital (identified cost basis)                                                      $(12,537,225)    $   6,985,081
      Investment transactions in other real estate
         investments                                                                                     -           428,905
                                                                                      ---------------------- ------------------
 Net realized gain (loss)                                                                     $(12,537,225)    $   7,413,986
                                                                                      ---------------------- ------------------

 Change in unrealized appreciation
     (depreciation) -
      Investment in Belvedere Capital (identified
         cost basis)                                                                          $ 26,921,774     $(290,429,569)
      Investments in Partnership Preference Units
        (identified cost basis)                                                                    (69,633)       28,407,540
      Investment transactions in other real estate
        investments (net of minority interest in
        unrealized gain (loss) of controlled subsidiary)                                           760,447                 -
      Interest rate swap contracts                                                               8,127,630       (11,952,947)
                                                                                      ---------------------- ------------------
 Net change in unrealized appreciation (depreciation)                                         $ 35,740,218     $(273,974,976)
                                                                                      ---------------------- ------------------

 Net realized and unrealized gain (loss)                                                      $ 23,202,993     $(266,560,990)
                                                                                      ---------------------- ------------------
 Net increase (decrease) in net assets from
      operations                                                                              $ 23,339,084     $(266,844,341)
                                                                                      ====================== ==================
</TABLE>

                 See notes to consolidated financial statements

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

<TABLE>
                                                                             Three Months        Three Months
                                                                                 Ended               Ended
                                                                            March 31, 2002      March 31, 2001
                                                                          -------------------  ------------------
<S>                                                                           <C>                 <C>
 Increase (Decrease) in Net Assets:
     Net investment income (loss)                                             $      136,091      $     (283,351)
     Net realized gain (loss) on investment transactions                         (12,537,225)          7,413,986
     Net change in unrealized appreciation (depreciation) of
     investments                                                                 35,740,218        (273,974,976)
                                                                           -------------------  ------------------
 Net increase (decrease) in net assets from operations                        $   23,339,084      $ (266,844,341)

 Transactions in Fund Shares -
     Net asset value of Fund Shares redeemed                                  $  (11,041,571)     $  (26,480,525)
                                                                          -------------------  ------------------
 Net decrease in net assets from Fund Share
     transactions                                                             $  (11,041,571)     $  (26,480,525)
                                                                          -------------------  ------------------
 Net increase (decrease) in net assets                                        $   12,297,513      $ (293,324,866)
                                                                          -------------------  ------------------

 Net assets
    At beginning of period                                                    $2,108,684,133      $2,457,715,428
                                                                          -------------------  ------------------
    At end of period                                                          $2,120,981,646      $2,164,390,562
                                                                          ===================  ==================
</TABLE>

                 See notes to consolidated financial statements

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

<TABLE>
                                                                                     Three Months        Three Months
                                                                                         Ended               Ended
                                                                                      March 31,            March 31,
                                                                                         2002                2001
                                                                                  -------------------  ------------------
<S>                                                                                    <C>                <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                           $   136,091        $  (283,351)
Adjustments to reconcile net investment income (loss) to
   net cash flows from operating activities -
       Amortization of debt issuance costs                                                  89,628             82,071
       Amortization of deferred expenses                                                         -              6,679
       Net investment income allocated from Belvedere Capital                           (2,480,444)        (2,889,810)
       Increase in dividends receivable                                                 (3,984,219)        (2,510,938)
       Increase (decrease) in interest payable for open swap contracts                     (21,512)           384,185
       Decrease in escrow deposits                                                       3,021,832          3,160,564
       Decrease in other assets                                                            255,283             19,719
       Decrease in accrued property taxes                                               (2,258,582)        (1,737,933)
       Decrease in security deposits, accrued expenses and other
            liabilities                                                                 (1,093,073)          (251,566)
       Increase in minority interest                                                             -            210,000
       Payments for investments in other real estate                                             -        (48,651,593)
       Proceeds from sales of investments in other real estate                                   -         49,080,499
       Improvements to rental property                                                    (595,182)        (2,491,053)
       Net decrease in investment in Belvedere Capital                                   4,538,926          3,040,410
       Decrease in short-term investments                                                3,335,722          4,057,378
       Minority interest in net income of controlled subsidiary                            114,392            243,400
                                                                                  -------------------  ------------------
Net cash flows from operating activities                                               $ 1,058,862        $ 1,468,661
Cash Flows For Financing Activities -
       Payments on mortgages                                                           $  (356,437)       $  (333,132)
       Payment on note payable to minority shareholder                                    (134,028)                 -
       Payments for Fund Shares redeemed                                                  (916,026)        (1,425,891)
                                                                                  -------------------  ------------------
Net cash flows used for financing activities                                           $(1,406,491)       $(1,759,023)

Net decrease in cash                                                                   $  (347,629)       $  (290,362)

Cash at beginning of period                                                            $ 1,658,511        $ 2,256,168
                                                                                  -------------------  ------------------
Cash at end of period                                                                  $ 1,310,882        $ 1,965,806
                                                                                  ===================  ==================
</TABLE>

                 See notes to consolidated financial statements

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


<TABLE>
                                                                              Three Months        Three Months
Supplemental Disclosure and Non-cash Investing and                               Ended                Ended
Financing Activities-                                                         March 31, 2002      March 31, 2001
<S>                                                                              <C>               <C>
Change in unrealized appreciation (depreciation) of investments and
    open swap contracts                                                          $35,740,218       $(273,974,976)
Interest paid for loan                                                           $ 3,707,607       $   9,778,069
Interest paid for mortgages                                                      $ 3,706,234       $   3,752,905
Interest paid for swap contracts                                                 $10,219,343       $   3,750,494
Market value of securities distributed in payment of redemptions                 $10,125,545       $  25,494,215
</TABLE>

                 See notes to consolidated financial statements

                                       8
<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2002
Consolidated Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (UNAUDITED)

<TABLE>
For the Three Months Ended March 31, 2002

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
Net asset value - Beginning of period                                                                $87.370
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS
------------------------------------------------------------------------------------------------------------------------------------
Net investment income(6)                                                                             $ 0.006
Net realized and unrealized gain                                                                       0.964
------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS                                                                         $ 0.970
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Net Asset Value - End of Period                                                                      $88.340
------------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(1)                                                                                         1.11%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
                                                                       AS A PERCENTAGE           AS A PERCENTAGE
                                                                       OF AVERAGE NET            OF AVERAGE GROSS
RATIOS                                                                 ASSETS (5)(9)             ASSETS (4)(5)(9)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
Expenses of Consolidated Real Property Subsidiaries
     Interest expense and other borrowing costs (7)                             0.58%                   0.42%
     Operating expenses(7)                                                      0.68%                   0.48%
Belmar Capital Fund LLC Expenses
     Interest and other borrowing costs(8)                                      2.69%                   1.94%
     Investment advisory and administrative fees,
          servicing fees and other Fund operating
          expenses(2)(8)                                                        1.16%                   0.84%
                                                                               -----------------------------------------------------
Total expenses(3)                                                               5.11%                   3.68%
Net investment income(3)                                                        0.03%                   0.02%
------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net Assets, end of period (000's omitted)                                                         $2,120,982
Portfolio Turnover of Tax-Managed Growth Portfolio                                                         5%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Total  return is  calculated  assuming a purchase at the net asset value on
     the  first  day and a sale at the net  asset  value  on the last day of the
     period.  Distributions,  if any,  are assumed  reinvested  at the net asset
     value on the reinvestment date.
(2)  Ratio  includes  Belmar  Capital  Fund LLC's share of  Belvedere  Capital's
     allocated expenses, including those expenses allocated from the Portfolio.
(3)  The  expenses   reflect  a  reduction  of  the   investment   advisory  and
     administrative  fees.  Had such action not been taken,  the ratios of total
     expenses  to average net assets and average  gross  assets  would have been
     5.21% and 3.75%,  respectively,  and the ratios of net  investment  loss to
     average net assets and average  gross  assets  would have been  (0.07)% and
     (0.05)%, respectively.
(4)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belmar  Capital Fund LLC (not  including its investment in Belmar Realty
     Corporation  (BRC))  plus  all  assets  of BRC,  without  reduction  by any
     liabilities.  For this purpose, the assets of BRC's controlled subsidiaries
     are reduced by the proportionate  interests therein of investors other than
     BRC.
(5)  For the purpose of  calculating  ratios,  the income and  expenses of BRC's
     controlled  subsidiaries are reduced by the proportionate interests therein
     of investors other than BRC.
(6)  Calculated using average shares outstanding.
(7)  Ratio  includes  BRC's  proportional  share  of  expenses  incurred  by its
     majority-owned subsidiary.
(8)  Ratio  includes the expenses of Belmar  Capital Fund LLC and BRC, for which
     Belmar  Capital Fund LLC owns 100% of the  outstanding  common  stock.  The
     ratio does not include expenses of other real estate subsidiaries.
(9)  Annualized.

                 See notes to consolidated financial statements

                                       9
<PAGE>
BELMAR CAPITAL FUND LLC as of March 31, 2002
NOTES TO 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 Rule 10-01 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, 2001,  has been derived from the December 31,
2001 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 Rule 10-01 of Regulation S-X.

Certain  amounts in the prior period's  consolidated  financial  statements have
been reclassified to conform with the current year 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, 2002 and December 31, 2001,  the Preferred  Shares were valued at $88.34 and
$87.37,  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

                                       10
<PAGE>
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and fractional undivided Fund Shares.

3 Investment Transactions

Increases  and  decreases of the Fund's  investment  in  Belvedere  Capital Fund
Company  LLC  (Belvedere  Capital)  for the three  months  ended  March 31, 2002
aggregated $12,045,414 and $26,709,874,  respectively,  and for the three months
ended March 31, 2001 aggregated $15,060,009 and $43,594,634, respectively. There
were no purchases and sales of Partnership Preference Units for the three months
ended  March 31, 2002 and March 31,  2001,  respectively.  For the three  months
ended  March 31,  2002,  there  were no  acquisitions  and  sales of other  real
property and for the three months ended March 31, 2001,  acquisitions  and sales
of other real property aggregated $48,651,593 and $49,080,499, respectively.

Sales of other real estate property during the three months ended March 31, 2001
were made to other funds sponsored by Eaton Vance Management.

4 Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax-Managed Growth Portfolio (the Portfolio) at
March 31, 2002, was  $10,618,305,771  representing  56.5% of the Portfolio's net
assets  and at March  31,  2001  was  $9,248,868,309  representing  54.7% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2002 was  $2,132,045,602,  representing 20.1% of Belvedere  Capital's net assets
and at  March  31,  2001 was  $2,176,644,308,  representing  23.5% of  Belvedere
Capital's net assets.  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.  Investment  income  allocated to
Belvedere  Capital from the  Portfolio for the three months ended March 31, 2001
totaled  $25,944,565,  of which  $6,408,269 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.  Expenses  allocated to Belvedere Capital from the Portfolio for the three
months  ended  March 31,  2001  totaled  $10,657,687,  of which  $2,627,082  was
allocated to the Fund.  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.  Belvedere Capital allocated
additional expenses to the Fund of $891,377 for the three months ended March 31,
2001, representing $22,794 of operating expenses and $868,583 of service fees.

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2002,  December  31,  2001 and March 31, 2001 and its  operations  for the three
months ended March 31, 2002,  the year ended December 31, 2001 and for the three
months ended to March 31, 2001 follows:


<TABLE>
                                          March 31,            December 31,            March 31,
                                            2002                   2001                   2001
                                    ---------------------- ---------------------- ---------------------
<S>                                       <C>                    <C>                   <C>
Investments, at value                     $18,699,529,315        $18,312,992,768       $16,937,423,532
Other Assets                                  137,094,099             23,229,223            32,010,878
----------------------------------- ---------------------- ---------------------- ---------------------

Total Assets                              $18,836,623,414        $18,336,221,991       $16,969,434,410
Total Liabilities                              54,877,430                357,011            59,756,296
----------------------------------- ---------------------- ---------------------- ---------------------
Net Assets                                $18,781,745,984        $18,335,864,980       $16,909,678,114
=================================== ====================== ====================== =====================
Dividends and interest                    $    48,561,319        $   192,367,081       $    48,190,173

                                       11
<PAGE>
----------------------------------- ---------------------- ---------------------- ---------------------
Investment adviser fee                    $    19,634,596        $    76,812,367       $    19,128,089
Other expenses                                    654,041              2,161,015               640,516
----------------------------------- ---------------------- ---------------------- ---------------------
Total expenses                            $    20,288,637        $    78,973,382       $    19,768,605
----------------------------------- ---------------------- ---------------------- ---------------------
Net investment income                     $    28,272,682        $   113,393,699       $    28,421,568
Net realized gains (losses)                  (111,417,095)          (360,120,300)           52,532,750
Net change in unrealized gains
(losses)                                      229,264,275         (1,605,211,090)       (2,205,600,689)
----------------------------------- ---------------------- ---------------------- ---------------------
Net increase (decrease) in net
assets from operations                    $   146,119,862        $(1,851,937,691)      $(2,124,646,371)
----------------------------------- ---------------------- ---------------------- ---------------------
</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, 2002 and December 31, 2001,
Belmar Capital has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc.



<TABLE>
                 Notional                                     Initial                          Unrealized          Unrealized
                  Amount                                      Optional          Final         Depreciation        Depreciation
  Effective       (000's       Fixed        Floating        Termination      Termination      At March 31,       At December 31,
     Date        omitted)      Rate           Rate              Date            Date              2002                 2001
--------------- ------------ ---------- ------------------ --------------- ---------------- ----------------- ---------------------
     <S>            <C>        <C>              <C>             <C>             <C>             <C>                   <C>
     3/00           $27,500    8.96%    Libor + 0.40%           3/05            3/30            $(2,096,914)          $(2,436,531)
     3/00            19,146    9.09%    Libor + 0.40%           4/04            3/30             (1,280,183)           (1,532,942)
     3/00            43,181    9.20%    Libor + 0.40%           6/03            3/30             (2,252,240)           (2,837,702)
     3/00            21,766    9.24%    Libor + 0.40%           4/03            3/30             (1,048,760)           (1,342,028)
     3/00            38,102    9.11%    Libor + 0.40%           2/04            3/30             (2,438,722)           (2,949,577)
     3/00            20,659    9.13%    Libor + 0.40%          11/03            3/30             (1,232,690)           (1,511,706)
     3/00            23,027    9.05%    Libor + 0.40%           7/04            3/30             (1,608,596)           (1,907,179)
     5/00            10,773    9.54%    Libor + 0.40%           4/03            3/30               (589,798)             (751,770)
     5/00            12,984    9.50%    Libor + 0.40%           6/03            3/30               (775,158)             (970,355)
     5/00             9,608    9.46%    Libor + 0.40%          11/03            3/30               (673,322)             (816,822)
     5/00            13,274    9.42%    Libor + 0.40%           2/04            3/30               (993,158)           (1,187,688)
     5/00            12,063    9.38%    Libor + 0.40%           4/04            3/30               (937,460)           (1,110,698)
     5/00            10,799    9.35%    Libor + 0.40%           7/04            3/30               (885,537)           (1,037,073)
     5/00            41,185    9.31%    Libor + 0.40%           9/04            3/30             (3,452,089)           (4,018,391)
     5/00             7,255    9.26%    Libor + 0.40%           3/05            3/30               (656,660)             (752,849)
     7/00            22,982    9.17%    Libor + 0.40%           2/03            3/30               (926,170)           (1,221,975)
     7/00            28,305    9.15%    Libor + 0.40%           4/03            3/30             (1,302,669)           (1,671,727)
     7/00            32,404    9.13%    Libor + 0.40%           6/03            3/30             (1,627,710)           (2,056,481)
     7/00             3,383    9.08%    Libor + 0.40%          11/03            3/30               (196,141)             (241,109)
     7/00            12,062    9.00%    Libor + 0.40%           2/04            3/30               (722,095)             (878,731)
     7/00            24,622   8.985%    Libor + 0.40%           4/04            3/30             (1,543,348)           (1,859,986)
     7/00             9,184    8.97%    Libor + 0.40%           7/04            3/30               (610,064)             (726,630)
     7/00            13,454    8.93%    Libor + 0.40%           9/04            3/30               (907,118)           (1,075,119)
     7/00            17,888    8.87%    Libor + 0.40%           3/05            3/30             (1,283,465)           (1,500,071)

                                       12
<PAGE>
     9/00            39,407    7.46%    Libor + 0.40%              -            9/10             (3,103,730)           (3,940,610)
    11/00            11,776    8.34%    Libor + 0.40%           3/05            3/30               (507,349)             (635,430)
    11/00             2,338    8.41%    Libor + 0.40%           9/04            3/30                (97,802)             (123,704)
    11/00            23,636    8.48%    Libor + 0.40%           2/04            3/30               (895,319)           (1,161,401)
    11/00            20,265    8.60%    Libor + 0.40%           6/03            3/30               (671,596)             (894,183)
    11/00            28,629    8.66%    Libor + 0.40%           2/03            3/30               (795,817)           (1,088,842)
--------------- ------------ ---------- ------------------ --------------- ---------------- ----------------- ---------------------
Total                                                                                          $(36,111,680)         $(44,239,310)
--------------- ------------ ---------- ------------------ --------------- ---------------- ----------------- ---------------------
</TABLE>

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

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31,  2002,  COMPARED TO THE
QUARTER ENDED MARCH 31, 2001

Belmar Capital Fund LLC and its subsidiaries  (collectively,  the Fund) achieved
total return  performance  of 1.11% for the quarter  ended March 31, 2002.  This
return  reflects an increase in the Fund's net asset value per share from $87.37
to  $88.34.  For  comparison,  the  Standard  & Poors 500 Index  (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 0.28% over the same period.  For
comparison,  at the end of the first quarter of 2001, the Fund's net asset value
per share  decreased from $97.83 to $87.12,  representing a -11.0% return versus
S&P 500's total return of -11.9%.

During the first quarter of 2002, the U.S.  equity  market's return was hampered
by continued volatility and economic uncertainty. In this difficult environment,
the performance of Tax-Managed Growth Portfolio (the Portfolio) exceeded that of
the  overall  market.  The  Portfolio  correctly  de-emphasized  the  two  worst
performing  sectors of the S&P 500:  Information  Technology and Telecom,  which
lost -7.5% and -15.9% respectively.  The Portfolio held the same cautious stance
on the aforementioned  sectors in the first quarter of 2001. Value stocks in all
capitalization  ranges  outperformed  their growth  counterparts for the quarter
ending March 31, 2002.  The  Portfolio  made a gradual  shift to  overweight  in
Capital  Goods,  and increased its exposure to the Consumer  Discretionary  area
during the last year, which helped its performance.  An increase in the exposure
to defense and aerospace names continued to be productive for the Portfolio.

In the fixed income markets,  the first quarter benefited from a stable interest
rate  environment and narrowing  credit spreads.  The Federal Reserve Board left
interest  rates  unchanged  for the quarter  ending  March 31,  2002;  the first
non-action  since early 2000.  Changes in  valuation  of the Fund's  holdings of
Partnership  Preference  Units and other real  estate  investments  had a modest
positive impact on the Fund's performance 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.

                                       13
<PAGE>
As of March 31,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $(36,111,680) and $(47,392,105), respectively.


CRITICAL ACCOUNTING POLICIES

The Fund's  discussion  and analysis of its  financial  condition and results of
operations are based upon the Fund's 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  believes  its  more  significant  estimates  and  assumptions  used in
preparation  of  its  consolidated  financial  statements  are  affected  by its
critical  accounting  policies  for the Fund's  investments  in real  estate and
interest rate swap contracts.  Prices are not readily  available for these types
of investments  and therefore they are valued as determined in good faith by the
Investment Adviser on an ongoing basis.

In estimating the value of the Fund's investments in real estate, the Investment
Adviser takes into account all 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 market
values based upon  independent  valuations  assuming an orderly  disposition  of
assets. Detailed valuations are performed annually and reviewed periodically and
adjusted if there has been a significant change in economic  circumstances since
the previous  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.  The Investment  Adviser,  in determining the
value of interest  rate swaps,  may  consider  among  other  things,  dealer and
counter-party quotes and pricing models.

These  policies   involve   significant   judgments  made,  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 Corporation (BRC)
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.  Fluctuations in the value of
real estate  investments  derived from changes in general  interest rates can be
expected  to be offset in part (but not  entirely)  by  changes  in the value of
interest rate swap  agreements or other interest rate hedges entered into by the
Fund with respect to its  borrowings.  Fluctuations  in the value of real estate

                                       14
<PAGE>
investments  derived from other factors besides general  interest rate movements
(including     issuer-specific    and    sector-specific     credit    concerns,
property-specific  concerns and changes in interest  rate spread  relationships)
will not be offset by changes in the value of interest  rate swap  agreements or
other interest rate hedges entered into by the Fund. Changes in the valuation of
real estate  investments not offset by changes in the valuation of interest rate
swap  agreements  or other  interest  rate hedges  entered into by the Fund will
cause  the  performance  of the  Fund to  deviate  from the  performance  of the
Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Fund's  primary  exposure to interest rate risk arises from  investments  in
real  estate that are  financed  using  floating  rate bank  borrowings  under a
revolving credit facility (the Credit Facility). The interest rate on borrowings
under the Fund's  Credit  Facility  is reset at regular  intervals  based on the
Issuer's cost of financing plus a margin or one-month LIBOR plus a premium.  The
Fund utilizes  cancelable  interest rate swap  agreements 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.  The interest rate swap
agreements  are valued on an ongoing  basis by the  Investment  Adviser.  In the
future, the Fund may use other interest rate hedging arrangements (such as caps,
floors and collars) to fix or limit  borrowing  costs.  The use of interest rate
hedging   arrangements  is  a  specialized   activity  that  may  be  considered
speculative and which can expose the Fund to significant loss.

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

<TABLE>
                                             Interest Rate Sensitivity
                                Principal (Notional) Amount by Contractual Maturity
                                       For the Twelve Months Ended March 31,

                              2003-2006         2007          Thereafter          Total          Fair Value
                    -------- ------------ ----------------- ---------------- ----------------- ----------------
<S>                           <C>               <C>           <C>                 <C>            <C>
Rate sensitive
liabilities:
-------------------
Long term   debt
- variable rate
Credit Facility                           $613,500,000                       $613,500,000      $613,500,000

Average
 interest rate                                1.81%                              1.81%

Rate sensitive
 derivative
 financial
 instruments:
-------------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts                                              $601,656,000    $601,656,000      $(36,111,680)
Average
 pay rate                                                        8.96%           8.96%
Average receive
 rate                                                            1.81%           1.81%
</TABLE>

                                       15
<PAGE>
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Although in the ordinary  course of business,  the Fund,  BRC or the real estate
investments  in which BRC has  equity  interests  may become  involved  in legal
proceedings,  the Fund is not aware of any material pending legal proceedings to
which  the  Fund  or  BRC is a  party  or of  which  any of  BRC's  real  estate
investments 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.

     None.

ITEM 5. OTHER INFORMATION.

     None.

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

     (a)  Exhibits

     4    Copy of Revolving Credit and Security  Agreement of Amendment  thereto
          dated as of March 15, 2002.

     21   List of subsidiaries

                                       16
<PAGE>
                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  officer of its  Manager,  Eaton  Vance  Management  thereunto  duly
authorized on May 15, 2002.


                                BELMAR CAPITAL FUND LLC
                                (Registrant)

                                By: EATON VANCE MANAGEMENT,
                                    its Manager


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



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

                                       17
<PAGE>
                                  EXHIBIT INDEX


4    Copy of Revolving Credit and Security  Agreement of Amendment thereto dated
     as of March 15, 2002.


21   List of subsidiaries









                                       18