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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2002
                          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 [ ]

<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
          June 30, 2002 (Unaudited) and December 31, 2001                     3

          Consolidated Statements of Operations (Unaudited) for the
          Three Months Ended June 30, 2002 and 2001 and for the Six
          Months Ended June 30, 2002 and 2001                                 4

          Consolidated Statements of Changes in Net Assets (Unaudited)
          for the Six Months Ended June 30, 2002 and 2001                     6

          Consolidated Statements of Cash Flows (Unaudited) for the Six
          Months Ended June 30, 2002 and 2001                                 7

          Financial Highlights (Unaudited) for the Six Months Ended
          June 30, 2002                                                       9

          Notes to Consolidated Financial Statements as of
          June 30, 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        16

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                  17

Item 2.   Changes in Securities and Use of Proceeds                          17

Item 3.   Defaults Upon Senior Securities                                    17

Item 4.   Submission of Matters to a Vote of Security Holders                17

Item 5.   Other Information                                                  17

Item 6.   Exhibits and Reports                                               17


SIGNATURES                                                                   18

                                       2
<PAGE>


PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
-----------------------------------------

BELMAR CAPITAL FUND LLC
Consolidated Statements of Assets and Liabilities

                                                   June 30,
                                                     2002          December 31,
                                                 (Unaudited)           2001
                                                --------------    --------------
Assets:
 Investment in Belvedere Capital Fund
  Company LLC                                   $1,883,770,915    $2,129,845,069
 Investment in Partnership Preference Units        580,421,530       587,551,880
 Investment in other real estate                   217,796,294       229,061,223
 Short-term investments                                      -         3,919,805
                                                --------------    --------------
Total investments                               $2,681,988,739    $2,950,377,977
                                                --------------    --------------
 Cash                                                1,634,543         1,658,511
 Escrow deposits - restricted                        3,403,398         6,140,804
 Dividends receivable                                6,797,325         4,935,259
 Other assets                                        3,425,548         4,318,106
                                                --------------    --------------
Total assets                                    $2,697,249,553    $2,967,430,657

Liabilities:
 Loan payable - Credit Facility                 $  613,500,000    $  613,500,000
 Mortgages payable                                 163,055,460       175,470,843
 Open interest rate swap contracts, at value        45,078,418        44,239,310
 Swap interest payable                               1,383,793         1,447,644
 Notes payable to minority shareholder                 565,972           700,000
 Security deposits                                     752,036           679,655
 Accrued expenses:
  Interest expense                                   2,548,282         2,782,673
  Property taxes                                     1,699,409         3,121,214
  Other expenses and liabilities                     1,536,799         3,894,230
 Minority interests in controlled subsidiaries      12,464,107        12,910,955
                                                --------------    --------------
 Total liabilities                              $  842,584,276    $  858,746,524
                                                --------------    --------------
 Net assets                                     $1,854,665,277    $2,108,684,133
                                                --------------    --------------
 Shareholders' Capital
  Shareholders' capital                         $1,854,665,277    $2,108,684,133
                                                --------------    --------------
 Shares Outstanding                                 23,671,138        24,134,504
                                                --------------    --------------
Net Asset Value and Redemption Price Per Share  $        78.35    $        87.37
                                                --------------    --------------


                 See notes to consolidated financial statements

                                       3
<PAGE>


BELMAR CAPITAL FUND LLC
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                    Three Months        Three Months        Six Months        Six Months
                                                       Ended               Ended              Ended             Ended
                                                      June 30,            June 30,           June 30,          June 30,
                                                        2002                2001               2002              2001
                                                    ------------        ------------       ------------      ------------
<S>                                                 <C>                 <C>                <C>               <C>
Investment Income:
 Dividends allocated from Belvedere Capital
  (net of foreign taxes of $110,981, $35,921,
  $140,336 and $70,480, respectively)               $ 6,226,651         $ 5,376,228        $11,671,790      $ 10,807,949
 Interest allocated from Belvedere Capital              146,166             291,411            327,524         1,267,959
 Expenses allocated from Belvedere Capital           (3,038,724)         (3,404,806)        (6,184,777)       (6,923,265)
                                                    ------------        ------------       ------------     -------------
 Net investment income allocated from
  Belvedere Capital                                 $ 3,334,093         $ 2,262,833        $ 5,814,537      $  5,152,643
 Dividends from Partnership Preference Units         13,191,317           4,992,740         27,103,846        19,350,453
 Rental income                                        8,770,649           8,903,540         17,513,538        17,643,932
 Interest                                                46,494             153,621             58,389           414,834
                                                    ------------        ------------       ------------    --------------
Total investment income                             $25,342,553         $16,312,734        $50,490,310      $ 42,561,862
                                                    ------------        ------------       ------------    --------------

Expenses:
 Investment advisory and administrative fees        $ 1,996,181         $ 1,923,355        $ 4,100,935      $  3,855,250
 Property management fees                               347,172             341,687            694,821           692,895
 Distribution and servicing fees                        996,600           1,116,887          2,040,086         2,307,751
 Interest expense on Credit Facility                  3,546,268           8,783,017          7,223,852        19,574,582
 Interest expense on swap contracts                   9,840,142           5,854,066         20,037,973         9,988,745
 Interest expense on mortgages                        3,805,226           3,865,228          7,626,983         7,697,778
 Property and maintenance expenses                    2,851,751           3,241,307          5,558,137         6,215,239
 Property taxes and insurance                         1,248,259             965,180          2,478,566         1,941,190
 Miscellaneous                                          221,139             174,471            504,128           871,764
                                                    ------------        ------------       ------------     ------------
Total expenses                                      $24,852,738         $26,265,198        $50,265,481      $ 53,145,194

Deduct -
 Reduction of investment adviser and
  administrative fees                               $   500,383         $   557,385        $ 1,015,852      $  1,148,302
                                                    ------------        ------------       ------------     -------------
Net expenses                                        $24,352,355         $25,707,813        $49,249,629      $ 51,996,892
                                                    ------------        ------------       ------------     -------------
Net investment income (loss) before minority
 interest in net income of controlled subsidiary    $   990,198         $(9,395,079)       $ 1,240,681      $ (9,435,030)
Minority interest in net income of
     controlled subsidiary                              (97,540)           (113,488)          (211,932)         (356,888)
                                                    ------------        ------------       ------------     -------------
Net investment income (loss)                        $   892,658         $(9,508,567)       $ 1,028,749      $ (9,791,918)
                                                    ------------        ------------       ------------     -------------
</TABLE>


                 See notes to consolidated financial statements

                                       4
<PAGE>


BELMAR CAPITAL FUND LLC
Consolidated Statements of Operations (Unaudited) (Continued)

<TABLE>
<CAPTION>
                                                    Three Months        Three Months        Six Months        Six Months
                                                       Ended               Ended              Ended             Ended
                                                      June 30,            June 30,           June 30,          June 30,
                                                        2002                2001               2002              2001
                                                   --------------      --------------     --------------    --------------
<S>                                                <C>                 <C>                <C>               <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere
  Capital (identified cost basis)                  $(118,185,963)      $ (8,367,362)       $(130,723,188)    $  (1,382,281)
 Investment transactions in Partnership
  Preference Units (identified cost basis)             2,285,305                  -            2,285,305                 -
 Investment transactions in other real estate
  investments (net of minority interest in
  realized loss of controlled subsidiary of
  $(483,457), $0, $(483,457), and $0, respectively)   (1,797,001)                 -           (1,797,001)          428,905
                                                   --------------      -------------       --------------    --------------
 Net realized loss                                 $(117,697,659)      $ (8,367,362)       $(130,234,884)    $    (953,376)
                                                   --------------      -------------       --------------    --------------

Change in unrealized appreciation (depreciation) -
 Investment in Belvedere Capital (identified
  cost basis)                                      $(135,368,463)      $127,249,668        $(108,446,689)    $(163,179,901)
 Investments in Partnership Preference Units
  (identified cost basis)                             21,142,806         11,528,736           21,073,173        39,936,276
 Investment transactions in other real estate
  investments (net of minority interest in
  unrealized gain (loss) of controlled
  subsidiary of $550,045, $(4,297,357),
  $(210,400), and $(4,297,357), respectively)          1,912,828          2,037,644            2,673,275         2,037,644
 Interest rate swap contracts                         (8,966,738)        11,759,935             (839,108)         (193,012)
                                                   --------------      -------------        -------------    --------------
Net change in unrealized appreciation
     (depreciation)                                $(121,279,567)      $152,575,983        $ (85,539,349)    $(121,398,993)
                                                   --------------     --------------        ---------------- --------------
Net realized and unrealized gain (loss)            $(238,977,226)      $144,208,621        $(215,774,233)    $(122,352,369)
                                                   ---------------     -------------       --------------    --------------
Net increase (decrease) in net assets from
 operations                                        $(238,084,568)      $134,700,054        $(214,745,484)    $(132,144,287)
                                                   ===============     =============       ==============    ==============
</TABLE>


                 See notes to consolidated financial statements

                                       5
<PAGE>

BELMAR CAPITAL FUND LLC
Consolidated Statements of Changes in Net Assets   (Unaudited)

                                               Six Months          Six Months
                                                  Ended               Ended
                                              June 30, 2002       June 30, 2001
                                             ---------------     ---------------
Increase (Decrease) in Net Assets:
 Net investment income (loss)                 $   1,028,749       $  (9,791,918)
 Net realized loss on investment transactions  (130,234,884)           (953,376)
 Net change in unrealized appreciation
  (depreciation) of investments                 (85,539,349)       (121,398,993)
                                              --------------      --------------
Net decrease in net assets from operations    $(214,745,484)      $(132,144,287)

Transactions in Fund Shares -
 Net asset value of Fund Shares redeemed      $ (39,273,372)      $ (48,167,260)
                                              --------------      --------------
Net decrease in net assets from Fund Share
 transactions                                 $ (39,273,372)      $ (48,167,260)

Distributions -
 Special Distributions to Belmar Capital
 Fund LLC Shareholders                        $           -       $  (1,786,192)
                                              --------------      --------------
Total distributions                           $           -       $  (1,786,192)
                                              --------------      --------------
Net decrease in net assets                    $(254,018,856)      $(182,097,739)
                                              --------------      --------------
Net assets
 At beginning of period                       $2,108,684,133      $2,457,715,428
                                              --------------      --------------
 At end of period                             $1,854,665,277      $2,275,617,689
                                              ==============      ==============


                 See notes to consolidated financial statements

                                       6
<PAGE>


BELMAR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                           Six Months         Six Months
                                                                                              Ended              Ended
                                                                                            June 30,           June 30,
                                                                                              2002               2001
                                                                                          -------------      -------------
<S>                                                                                       <C>                <C>
Cash Flows From (For) Operating Activities -
Net investment income (loss)                                                              $  1,028,749       $ (9,791,918)
Adjustments to reconcile net investment income (loss) to
 net cash flows from operating activities -
  Amortization of debt issuance costs                                                          177,558            164,138
  Net investment income allocated from Belvedere Capital                                    (5,814,537)        (5,152,643)
  (Increase) decrease in dividends receivable                                               (1,862,066)         5,337,003
  Increase (decrease) in interest payable for open swap contracts                              (63,851)           712,587
  Decrease in escrow deposits                                                                2,431,430          5,491,833
  Decrease in other assets                                                                     378,024          1,271,215
  Decrease in accrued property taxes                                                        (1,335,243)        (1,141,471)
  Decrease in security deposits, accrued expenses and other liabilities                     (1,132,963)          (118,262)
  Increase in minority interest                                                                      -            210,000
  Proceeds from sales of Partnership Preference Units                                       30,488,828                  -
  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                                                           (1,101,239)        (5,786,731)
  Decrease in cash due to sale of one multifamily real estate property                         (17,946)                 -
  Net (increase) decrease in investment in Belvedere Capital                               (24,696,694)        21,014,517
  (Increase) decrease in short-term investments                                              3,919,805         (8,478,195)
  Minority interest in net income of controlled subsidiary                                     211,932           356,888
                                                                                          -------------      -------------
Net cash flows from operating activities                                                  $  2,611,787       $  4,517,867
Cash Flows For Financing Activities -
  Payments on mortgages                                                                   $   (643,863)      $   (594,651)
  Payment on notes payable to minority shareholder                                            (134,028)                 -
  Payments for Fund Shares redeemed                                                         (1,857,864)        (3,612,358)
                                                                                          -------------      -------------
Net cash flows for financing activities                                                   $ (2,635,755)      $ (4,207,009)

Net increase (decrease) in cash                                                           $    (23,968)      $    310,858

Cash at beginning of period                                                               $  1,658,511       $  2,256,168
                                                                                          -------------      -------------
Cash at end of period                                                                     $  1,634,543       $  2,567,026
                                                                                          =============      =============
</TABLE>


                 See notes to consolidated financial statements

                                       7
<PAGE>


BELMAR CAPITAL FUND LLC
Consolidated Statements of Cash Flows (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                         Six Months            Six Months
                                                                                           Ended                 Ended
                                                                                        June 30, 2002         June 30, 2001
                                                                                        -------------         -------------
<S>                                                                                     <C>                   <C>
Supplemental Disclosure of Non-cash Investing and Financing Activities-
Change in unrealized appreciation (depreciation) of investments and
 open swap contracts                                                                    $(85,539,349)         $(121,398,993)
Interest paid for loan - Credit Facility                                                $  5,982,934          $  17,885,376
Interest paid for mortgages                                                             $  7,571,410          $   7,577,421
Interest paid for swap contracts                                                        $ 20,101,824          $   9,276,158
Market value of securities distributed in payment of redemptions                        $ 37,415,508          $  47,772,986
Market value of real property and other assets, net of current
 liabilities, disposed of in conjunction with the sale of one
 multifamily property in other real estate investments                                  $ 10,276,498          $           -
Mortgage disposed of in conjunction with the sale of one multifamily
 property in other real estate investments                                              $ 11,771,520          $           -
</TABLE>


                 See notes to consolidated financial statements

                                       8
<PAGE>

BELMAR CAPITAL FUND LLC as of June 30, 2002
Consolidated Financial Statements (Continued)

Financial Highlights (Unaudited)
For the Six Months Ended June 30, 2002

--------------------------------------------------------------------------------
Net asset value - Beginning of period                        $   87.370
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income(6)                                     $    0.043
Net realized and unrealized loss                                 (9.063)
--------------------------------------------------------------------------------
TOTAL LOSS FROM OPERATIONS                                   $   (9.020)
--------------------------------------------------------------------------------

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

NET ASSET VALUE - END OF PERIOD                              $   78.350
--------------------------------------------------------------------------------

Total Return(1)                                                  (10.32)%
--------------------------------------------------------------------------------


                                                   As a            As a
                                                   Percentage      Percentage of
                                                   of Average      Average Gross
RATIOS                                             Net Assets(5)   Assets(4)(5)
--------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
 Interest and other borrowing costs(7)                0.59%(9)        0.42%(9)
 Operating expenses(7)                                0.69%(9)        0.50%(9)
Belmar Capital Fund LLC Expenses
 Interest and other borrowing costs(8)                2.69%(9)        1.93%(9)
 Investment advisory and administrative fees,
  servicing fees and other Fund operating
  expenses(2)(8)                                      1.14%(9)        0.82%(9)
                                                  ------------------------------
Total expenses(3)                                     5.11%(9)        3.67%(9)
Net investment income                                 0.10%(9)        0.07%(9)
--------------------------------------------------------------------------------
SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net Assets, end of period (000's omitted)                     $1,854,665
Portfolio Turnover of Tax-Managed Growth Portfolio                    13%
--------------------------------------------------------------------------------

(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 3.74%,  respectively,  and the ratios of net  investment  loss to
     average  net assets and average  gross assets  would have been (0.001)% and
     (0.001)%, 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 subsidiary is
     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 subsidiary is 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 its real estate subsidiary.
(9)  Annualized.


                 See notes to consolidated financial statements

                                       9
<PAGE>

BELMAR CAPITAL FUND LLC as of June 30, 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 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, 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 Article 10 of Regulation S-X.

Certain  amounts in the prior period's  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 June
30, 2002 and December 31, 2001,  the Preferred  Shares were valued at $78.35 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
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  six  months  ended  June  30,  2002
aggregated  $57,542,029 and  $70,260,843,  respectively,  and for the six months
ended  June 30,  2001  aggregated  $19,373,046  and  $88,160,549,  respectively.
Purchases  and sales of  Partnership  Preference  Units for the six months ended
June  30,  2002  aggregated  $0 and  $30,488,828,  respectively.  There  were no
purchases  and sales of  Partnership  Preference  Units for the six months ended
June  30,  2001.  For  the  six  months  ended  June  30,  2002,  there  were no
acquisitions  of other real property and for the six months ended June 30, 2001,
acquisitions  and  sales of  other  real  property  aggregated  $48,651,593  and
$49,080,499, respectively.

In  June  2002,  one of the  multifamily  residential  properties  owned  by Bel
Alliance  Apartments,  LLC  (Bel  Apartments)  was sold to an  affiliate  of the
minority  shareholder in Bel  Apartments.

Sales of  Partnership  Preference  Units for the six months  ended June 30, 2002
represent amounts sold to other funds sponsored by Eaton Vance Management. Sales
of other  real  estate  property  during  the six  months  ended  June 30,  2001
represent amounts sold 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
June 30, 2002, was  $9,414,074,868  representing  57.0% of the  Portfolio's  net
assets  and at June  30,  2001  was  $9,970,047,835  representing  54.6%  of the
Portfolio's net assets.  The Fund's  investment in Belvedere Capital at June 30,
2002 was  $1,883,770,915,  representing 20.0% of Belvedere  Capital's net assets
and at June  30,  2001  was  $2,257,536,569,  representing  22.6%  of  Belvedere
Capital's net assets.  Investment income allocated to Belvedere Capital from the
Portfolio for the six months ended June 30, 2002 totaled  $59,178,086,  of which
$11,999,314 was allocated to the Fund.  Investment income allocated to Belvedere
Capital  from the  Portfolio  for the six  months  ended June 30,  2001  totaled
$50,467,696,  of which $12,075,908 was allocated to the Fund. Expenses allocated
to Belvedere  Capital from the  Portfolio for the six months ended June 30, 2002
totaled  $22,716,704,  of which  $4,609,876 was allocated to the Fund.  Expenses
allocated to Belvedere  Capital from the Portfolio for the six months ended June
30, 2001 totaled  $21,587,638  of which  $5,153,314  was  allocated to the Fund.
Belvedere  Capital allocated  additional  expenses to the Fund of $1,574,901 for
the six months ended June 30, 2002,  representing  $39,233 of operating expenses
and $1,535,668 of service fees.  Belvedere Capital allocated additional expenses
to the Fund of $1,769,951  for the six months ended June 31, 2001,  representing
$40,472 of operating expenses and $1,729,479 of service fees.

A summary of the Portfolio's  Statement of Assets and  Liabilities,  at June 30,
2002,  December 31, 2001 and June 30, 2001 and its operations for the six months
ended June 30,  2002,  the year ended  December  31, 2001 and for the six months
ended to June 30, 2001 follows:

                             June 30,           December 31,        June 30,
                               2002                2001               2001
                           -----------------------------------------------------
Investments, at value    $ 16,438,266,069    $ 18,312,992,768   $18,239,311,489
Other Assets                  258,245,026          23,229,223        19,932,030
-------------------------------------------------------------------------------
Total Assets             $ 16,696,511,095    $ 18,336,221,991   $18,259,243,519
Total Liabilities             171,302,142             357,011           463,366
--------------------------------------------------------------------------------
Net Assets               $ 16,525,208,953    $ 18,335,864,980   $18,258,780,153
================================================================================
Dividends and interest   $    104,789,317    $    192,367,081   $    93,075,546
--------------------------------------------------------------------------------
Investment adviser fee   $     38,983,369    $     76,812,367   $    38,822,203
Other expenses                  1,249,484           2,161,015           959,382
--------------------------------------------------------------------------------
Total expenses           $     40,232,853    $     78,973,382   $    39,781,585
--------------------------------------------------------------------------------
Net investment income    $     64,556,464    $    113,393,699   $    53,293,961
Net realized loss            (198,388,599)       (360,120,300)      (12,705,834)
Net change in unrealized
 gains (losses)            (1,921,047,828)     (1,605,211,090)   (1,238,423,587)
--------------------------------------------------------------------------------
Net decrease in net assets
 from operations         $ (2,054,879,963)   $ (1,851,937,691)  $(1,197,835,460)
--------------------------------------------------------------------------------

                                       11
<PAGE>

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 June 30, 2002 and December 31, 2001,
Belmar Capital has entered into  cancelable  interest rate swap  agreements with
Merrill Lynch Capital Services, Inc.

<TABLE>
<CAPTION>

              Notional                                  Initial                     Unrealized        Unrealized
               Amount                                  Optional          Final     Depreciation      Depreciation
Effective     (000's)      Fixed       Floating       Termination     Termination  At June 30,      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       $ 2,747,855       $2,436,531
  3/00         19,146      9.09%      Libor + 0.40%       4/04          3/30         1,588,948        1,532,942
  3/00         43,181      9.20%      Libor + 0.40%       6/03          3/30         2,482,335        2,837,702
  3/00         21,766      9.24%      Libor + 0.40%       4/03          3/30         1,081,377        1,342,028
  3/00         38,102      9.11%      Libor + 0.40%       2/04          3/30         2,986,997        2,949,577
  3/00         20,659      9.13%      Libor + 0.40%      11/03          3/30         1,474,521        1,511,706
  3/00         23,027      9.05%      Libor + 0.40%       7/04          3/30         2,031,321        1,907,179
  5/00         10,773      9.54%      Libor + 0.40%       4/03          3/30           577,727          751,770
  5/00         12,984      9.50%      Libor + 0.40%       6/03          3/30           812,076          970,355
  5/00          9,608      9.46%      Libor + 0.40%      11/03          3/30           763,356          816,822
  5/00         13,274      9.42%      Libor + 0.40%       2/04          3/30         1,157,672        1,187,688
  5/00         12,063      9.38%      Libor + 0.40%       4/04          3/30         1,110,878        1,110,698
  5/00         10,799      9.35%      Libor + 0.40%       7/04          3/30         1,065,780        1,037,073
  5/00         41,185      9.31%      Libor + 0.40%       9/04          3/30         4,206,119        4,018,391
  5/00          7,255      9.26%      Libor + 0.40%       3/05          3/30           818,574          752,849
  7/00         22,982      9.17%      Libor + 0.40%       2/03          3/30           873,905        1,221,975
  7/00         28,305      9.15%      Libor + 0.40%       4/03          3/30         1,369,813        1,671,727
  7/00         32,404      9.13%      Libor + 0.40%       6/03          3/30         1,820,639        2,056,481
  7/00          3,383      9.08%      Libor + 0.40%      11/03          3/30           237,006          241,109
  7/00         12,062      9.00%      Libor + 0.40%       2/04          3/30           904,757          878,731
  7/00         24,622      8.985%     Libor + 0.40%       4/04          3/30         1,956,490        1,859,986
  7/00          9,184      8.97%      Libor + 0.40%       7/04          3/30           782,911          726,630
  7/00         13,454      8.93%      Libor + 0.40%       9/04          3/30         1,180,831        1,075,119
  7/00         17,888      8.87%      Libor + 0.40%       3/05          3/30         1,714,479        1,500,071
  9/00         39,407      7.46%      Libor + 0.40%         -           9/10         5,209,022        3,940,610
 11/00         11,776      8.34%      Libor + 0.40%       3/05          3/30           821,744          635,430
 11/00          2,338      8.41%      Libor + 0.40%       9/04          3/30           152,500          123,704
 11/00         23,636      8.48%      Libor + 0.40%       2/04          3/30         1,343,881        1,161,401
 11/00         20,265      8.60%      Libor + 0.40%       6/03          3/30           900,135          894,183
 11/00         28,629      8.66%      Libor + 0.40%       2/03          3/30           904,769        1,088,842
--------------------------------------------------------------------------------------------------------------------
Total                                                                              $45,078,418      $44,239,310
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

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

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2002, COMPARED TO THE
QUARTER ENDED JUNE 30, 2001

Belmar  Capital  Fund LLC and its  subsidiaries  (collectively,  the Fund) total
return for the quarter ended June 30, 2002 was -11.31%.  This return  reflects a
decrease in the Fund's net asset  value per share from  $88.34 to $78.35  during
the period. 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 -13.39%  over the same period.
Investors  cannot  invest  directly in an Index.  For the quarter ended June 30,
2001, the Fund's total return was 6.2%. This return reflected an increase in the
Fund's net asset value per share from $87.12 to $92.48 during that period.

Economic  growth as  measured  by Gross  Domestic  Product  slowed in the second
quarter of 2002,  increasing at a lower than expected  rate.  The overall equity
markets and all major U.S. equity indices  continued to post negative returns as
occurred in the first quarter of the year.  Economic  uncertainty and volatility
increased  during  the  quarter  with  reports  of  corporate   malfeasance  and
accounting fraud. In general,  smaller capitalization stocks outperformed larger
capitalization  stocks,  and a value  investment  style  continued to outperform
growth. The best performing sector in the S&P 500 for the second quarter of 2002
was materials, followed by consumer staples and energy. Looking back a year ago,
consumer  cyclicals was the best second  quarter  sector  performer  followed by
basic materials and transportation.

In this environment of increased volatility,  the performance of the Tax-Managed
Growth  Portfolio (the  "Portfolio")  fared better than the overall market.  The
Portfolio  maintained  an  overweighted  stance  in the  consumer  discretionary
sector, and gradually reduced health care positions, especially in biotechnology
and  pharmaceutical  stocks.  The  Portfolio's  emphasis on  industrial  company
investments, especially in the airfreight and aerospace defense areas, proved to
be prudent.  Property and casualty  insurance names as well as service providers
positively  contributed  to the  performance  in the  quarter.  Lack of earnings
visibility and continuing  structural  overcapacity  reinforced the  Portfolio's
cautious stance in telecommunications and information technology groups.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  positive  during  the  period.   The
performance of the Fund exceeded that of the Portfolio by approximately 0.3% for
the  quarter  ended  June  30,  2002.  The  Fund's  investments  in real  estate
partnership  preference units generally  benefited from lower interest rates and
tightening  spreads in income-oriented  securities,  particularly in real estate
related  securities.  The Fund's  investment  in its real estate joint  venture,
despite continuing weakness in operating fundamentals, performed moderately well
during the  quarter.  The value of the Fund's  holdings in  interest  rate swaps
declined  as interest  rates fell.  For the  quarter  ended June 30,  2001,  the
performance of the Fund exceeded that of the Portfolio by approximately 0.6%.

                                       13
<PAGE>

RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2002,  COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2001

The Fund's total return for the six months ended June 30, 2002 was -10.32%. This
return  reflects a decrease  in the Fund's net asset value per share from $87.37
to $78.35 during the period.  For comparison,  the S&P 500 had a total return of
-13.15% over the same period. For the six months ended June 30, 2001, the Fund's
total  return was  -5.47%.  This  return  reflected a decrease in the Fund's net
asset value per share from $97.83 to $92.48 during that period.

During the first half of 2002,  overall  equity markets and major equity indices
continued  to  post  negative  returns.   Continuing  economic  uncertainty  and
increased  volatility  caused  by  issues  relating  to  corporate   governance,
accounting,  and geopolitical  uncertainties have created a difficult investment
environment.   During  the  period,   smaller  capitalization  stocks  generally
outperformed  larger  capitalization   stocks,  and  a  value  investment  style
continued to outperform growth.

The Portfolio  delivered better results than the overall market in the first six
months of 2002. The Portfolio  maintained an overweighted stance in the consumer
discretionary and consumer staples sectors, as it did in the first half of 2001.
The  Portfolio   gradually   reduced  health  care   positions,   especially  in
biotechnology and pharmaceutical  stocks. The Portfolio's  continued emphasis on
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace defense areas,  proved to be prudent.  Lack of earning  visibility and
continuing structural overcapacity reinforced the Portfolio's cautious weighting
in telecommunications  and information technology groups. The two aforementioned
groups were de-emphasized last year as well.

The combined  impact on  performance  of the Fund's  investments  and activities
outside  of  the  Portfolio  was  modestly  positive  during  the  period.   The
performance of the Fund exceeded that of the Portfolio by approximately 0.6% for
the six  months  ended June 30,  2002.  The Fund's  investments  in real  estate
partnership  preference units generally  benefited from lower interest rates and
tightening  spreads in income-oriented  securities,  particularly in real estate
related  securities.  The Fund's  investment  in its real estate joint  venture,
despite  continuing  weakness in operating  fundamentals,  performed  moderately
well.  The value of the Fund's  holdings  in  interest  rate swaps  declined  as
interest rates fell. For the six months ended June 30, 2001, the  performance of
the Fund exceeded that of the Portfolio by approximately 0.9%.

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 June  30,  2002 and  2001,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $45,078,418 and $35,632,170, 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

                                       14
<PAGE>

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 real estate investments 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 Boston
Management and Research (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  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations  reflect  results of operations and
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.  The Investment  Adviser,  in  determining  the value of interest rate
swaps,  may consider  among other things,  dealer and  counter-party  quotes and
pricing models.

The policies for 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  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.  The value of  interest  rate  swaps may be  subject  to wide  swings in
valuation  caused  by  changes  in  interest  rates  and  in the  prices  of the
underlying instrument and the interest rate swap may be difficult to value since
such instrument 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.

                                       15
<PAGE>


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.


                            Interest Rate Sensitivity
               Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended June 30,
<TABLE>
<CAPTION>
                        2003-2006          2007          Thereafter          Total          Fair Value
                     ---------------------------------------------------------------------------------------
<S>                                   <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                                1.80%                              1.80%

Rate sensitive
 derivative
 financial
 instruments:
---------------
Pay fixed/
 Receive
 variable
 interest rate
 swap contracts                                          $601,657,000   $601,657,000     $(45,078,418)
Average
 pay rate                                                        8.96%          8.96%
Average
 receive rate                                                    1.80%          1.80%
</TABLE>

                                       16
<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)  Exhibit

21   List of subsidiaries

                                       17
<PAGE>


                                   SIGNATURES


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

                                       18
<PAGE>


                                  EXHIBIT INDEX


21       List of subsidiaries


                                       19