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

                                    FORM 10-Q

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


                  For the quarterly period ended March 31, 2003
                          Commission File No. 000-50258
                                              ----------


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


                 Delaware                            04-3613468
                 --------               ------------------------------------
          (State of organization)       (I.R.S. Employer Identification No.)


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


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


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



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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).   YES [ ]     NO [X]

<PAGE>

                            Belrose Capital Fund LLC
                               Index to Form 10-Q

PART I   -     FINANCIAL INFORMATION                                      Page

Item 1.        Condensed Consolidated Financial Statements                  3

               Condensed Consolidated Statements of Assets and
               Liabilities as of March 31, 2003 (Unaudited) and
               December 31, 2002                                            3

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

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

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

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

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

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         14

Item 3.        Quantitative and Qualitative Disclosures About Market
               Risk                                                        18

Item 4.        Controls and Procedures                                     20

PART II   -    OTHER INFORMATION

Item 1.        Legal Proceedings                                           21

Item 2.        Changes in Securities and Use of Proceeds                   21

Item 3.        Defaults Upon Senior Securities                             21

Item 4.        Submission of Matters to a Vote of Security Holders         21

Item 5.        Other Information                                           21

Item 6.        Exhibits and Reports on Form 8-K                            21

SIGNATURES                                                                 22

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

EXHIBIT INDEX                                                              25

                                       2
<PAGE>

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

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                  March 31,
                                                    2003           December 31,
                                                 (Unaudited)          2002
                                                --------------   ---------------
Assets:
 Investment in Belvedere Capital Fund Company
  LLC (Belvedere Capital)                       $1,284,892,115   $1,264,314,536
 Investment in Partnership Preference Units         54,843,503       41,849,305
 Investment in other real estate investments       467,377,242      470,597,295
                                                --------------   ---------------
   Total investments                            $1,807,112,860   $1,776,761,136
 Cash                                                7,412,390        7,214,141
 Escrow deposits - restricted                        2,654,484        3,239,060
 Dividends and interest receivable                     401,094          440,053
 Other assets                                        3,390,396        3,553,337
                                                --------------   ---------------
   Total assets                                 $1,820,971,224   $1,791,207,727
                                                --------------   ------- -------

Liabilities:
 Loan payable - Credit Facility                 $  164,300,000   $  155,300,000
 Mortgages payable                                 344,219,483      344,219,483
 Open interest rate swap contracts, at value        12,194,333       11,552,842
 Security deposits                                   1,050,619        1,012,016
 Swap interest payable                                 139,146          129,883
 Accrued expenses:
  Interest expense                                   2,448,030        2,438,911
  Property taxes                                     1,877,121        2,575,189
  Other expenses and liabilities                     2,688,187        2,546,403
 Minority interests in controlled subsidiaries      25,334,414       29,431,345
                                                ---------------  ---------------
   Total liabilities                            $  554,251,333   $  549,206,072
                                                --------------   ---------------

Net assets                                      $1,266,719,891   $1,242,001,655

Shareholders' Capital
                                                --------------   --------------
 Shareholders' capital                          $1,266,719,891   $1,242,001,655
                                                --------------   --------------

Shares Outstanding                                  17,252,760       16,160,271
                                                --------------   ---------------

Net Asset Value and Redemption Price Per Share  $        73.42   $        76.86
                                                --------------   ---------------


            See notes to condensed consolidated financial statements

                                       3
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)

                                                    Three Months       Period
                                                       Ended           Ended
                                                      March 31,       March 31,
                                                       2003             2002*
                                                   -------------    ------------
Investment Income:
 Dividends allocated from Belvedere Capital
  (net of foreign taxes of $59,363 and
  $1,439, respectively)                            $  4,743,401     $    69,982
 Interest allocated from Belvedere Capital               88,575           1,776
 Expenses allocated from Belvedere Capital           (1,916,046)        (60,509)
                                                   -------------    ------------
 Net investment income allocated from
  Belvedere Capital                                $  2,915,930     $    11,240
 Rental income                                       16,333,785       1,804,713
 Dividends from Partnership Preference Units            996,581          37,831
 Interest                                                19,785           8,110
                                                   -------------    ------------
Total investment income                            $ 20,266,081     $ 1,861,903
                                                   -------------    ------------

Expenses:
 Investment advisory and administrative fees       $  1,134,716     $    41,013
 Property management fees                               652,486          72,188
 Distribution and servicing fees                        612,071          18,728
 Interest expense on mortgages                        6,579,439         755,215
 Interest expense on Credit Facility                    732,292          41,020
 Interest expense on swap contracts                   1,051,283          39,587
 Property and maintenance expenses                    4,256,698         426,429
 Property taxes and insurance                         2,189,342         208,381
 Organizational expenses                                      -         681,830
 Miscellaneous                                          271,835          90,571
                                                   -------------    ------------
Total expenses                                     $ 17,480,162     $ 2,374,962
Deduct-
 Reduction of investment advisory
  and administrative fees                               305,442           9,308
                                                   -------------   -------------
Net expenses                                       $ 17,174,720     $ 2,365,654
                                                   -------------   -------------
Net investment income (loss) before minority
 interests in net income of controlled
 subsidiaries                                      $  3,091,361     $  (503,751)
Minority interests in net income
 of controlled subsidiaries                            (514,701)        (69,656)
                                                   ------------     ------------
Net investment income (loss)                       $  2,576,660     $  (573,407)
                                                   ------------     ------------

*    For the period from start of business, March 19, 2002, to March 31, 2002.


            See notes to condensed consolidated financial statements

                                       4
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)

                                                      Three Months     Period
                                                         Ended         Ended
                                                        March 31,     March 31,
                                                          2003          2002*
                                                     -------------  ------------
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere
  Capital  (identified cost basis)                   $ (5,345,920)  $    24,980
                                                     -------------  ------------
Net realized gain (loss)                             $ (5,345,920)  $    24,980
                                                     -------------  ------------

Change in unrealized appreciation (depreciation)-
 Investment in Belvedere Capital
  (identified cost basis)                            $(57,789,631)  $(2,968,113)
 Investments in Partnership Preference Units
  (identified cost basis)                               4,960,598       (38,311)
 Investments in other real estate investments
  (net of minority interests in unrealized
  gain (loss) of controlled subsidiaries of
  $(4,734,953) and $483,454, respectively)               809,787     (1,654,885)
 Interest rate swap contracts                           (641,491)       (71,648)
                                                    -------------   ------------
Net change in unrealized appreciation
 (depreciation)                                     $(52,660,737)   $(4,732,957)
                                                    -------------   ------------

Net realized and unrealized loss                    $(58,006,657)   $(4,707,977)
                                                    -------------   ------------

Net decrease in net assets from operations          $(55,429,997)   $(5,281,384)
                                                    =============   ===========

*    For the period from start of business, March 19, 2002, to March 31, 2002.


            See notes to condensed consolidated financial statements

                                       5
<PAGE>

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

                                               Three Months          Period
                                                   Ended             Ended
                                               March 31, 2003    March 31, 2002*
                                              ---------------    ---------------
Increase (Decrease) in Net Assets:
 Net investment income (loss)                 $    2,576,660     $     (573,407)
 Net realized gain (loss) on investment
  transactions                                    (5,345,920)            24,980
 Net change in unrealized appreciation
  (depreciation) of investments                  (52,660,737)        (4,732,957)
                                              ---------------    ---------------
Net decrease in net assets from operations    $  (55,429,997)    $   (5,281,384)
                                              ---------------    ---------------

Transactions in Fund Shares -
 Investment securities contributed            $   95,047,136     $ 289,269,379
 Less - Selling commissions                         (325,083)       (1,580,621)
                                              --------------     ---------------
Net contributions                             $   94,722,053     $ 287,688,758
Net asset value of Fund Shares issued to
 Shareholders in payment of distributions
 declared                                            348,050                 -
Net asset value of Fund Shares redeemed          (14,113,856)                -
                                              ---------------    ---------------
Net increase in net assets from Fund Share
 transactions                                 $   80,956,247     $ 287,688,758
                                              ---------------    ---------------

Distributions -
 Distributions to Shareholders                $     (808,014)    $           -
                                              -----------------  ---------------
Total distributions                           $     (808,014)    $           -
                                              -----------------  ---------------

Net increase in net assets                    $   24,718,236     $ 282,407,374

Net assets:
 At beginning of period                       $ 1,242,001,655    $           -
                                              ---------------    ---------------
 At end of period                             $ 1,266,719,891    $ 282,407,374
                                              ===============    ===============

*    For the period from start of business, March 19, 2002, to March 31, 2002.


            See notes to condensed consolidated financial statements

                                       6
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                           Three Months            Period
                                                                                              Ended                Ended
                                                                                            March 31,             March 31,
                                                                                              2003                  2002*
                                                                                        ------------------  -------------------
<S>                                                                                        <C>                  <C>
Cash Flows From (For) Operating Activities -
Net decrease in net assets from operations                                                 $ (55,429,997)       $ (5,281,384)
Adjustment to reconcile net decrease in net assets from operations to net
 cash flows used for operating activities -
  Net investment income allocated from Belvedere Capital                                      (2,915,930)            (11,249)
  Amortization of debt issuance costs                                                            103,309               9,892
  Decrease (increase) in escrow deposits                                                         584,576              (5,433)
  Decrease in other assets                                                                        59,632              40,352
  Decrease (increase) in dividends and interest receivable                                        38,959             (76,858)
  Increase in interest payable for open swap contracts                                             9,263              39,587
  Increase in security deposits, accrued interest and accrued other expenses
   and liabilities                                                                               189,506             818,199
  (Decrease) increase in accrued property taxes                                                 (698,068)            177,816
  Purchases of Partnership Preference Units                                                   (8,033,600)         (3,547,905)
  Payments for investments in other real estate                                                        -         (31,588,186)
  Cash assumed in connection with acquisition of other
   real estate investments                                                                             -           1,195,835
  Improvements to rental property                                                               (705,109)            (60,804)
  Net decrease (increase) in investment in Belvedere Capital                                   1,404,502          (1,145,852)
  Increase in minority interest                                                                        -             210,000
  Minority interests in net income of controlled subsidiaries                                    514,701              69,656
  Net realized loss (gain) on investment transactions                                          5,345,920             (24,980)
  Net change in unrealized (appreciation) depreciation of investments                         52,660,737           4,732,957
                                                                                        ------------------  -------------------
Net cash flows for operating activities                                                    $  (6,871,599)       $(34,448,357)

Cash Flows From (For) Financing Activities -
 Proceeds from Credit Facility                                                             $   9,000,000        $ 38,000,000
 Payments on behalf of investors (selling commissions)                                          (325,083)         (1,580,621)
 Payments for Fund Shares redeemed                                                            (1,268,422)                  -
 Distributions paid to Shareholders                                                             (459,964)                  -
 Capital contributed to controlled subsidiaries                                                  123,317                   -
                                                                                        ------------------  -----------------
Net cash flows from financing activities                                                   $    7,069,848       $ 36,419,379

Net increase in cash                                                                       $      198,249       $  1,971,022

Cash at beginning of period                                                                $    7,214,141       $          -
                                                                                        ------------------  ------------------
Cash at end of period                                                                      $    7,412,390       $ 1,971,022
                                                                                        ==================  ==================
</TABLE>

*    For the period from start of business, March 19, 2002, to March 31, 2002.


            See notes to condensed consolidated financial statements

                                       7
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

<TABLE>
<CAPTION>
                                                                                          Three Months             Period
                                                                                              Ended                Ended
                                                                                            March 31,             March 31,
                                                                                              2003                  2002*
                                                                                        ------------------  -------------------
<S>                                                                                        <C>                   <C>
Supplemental Disclosure and Non-cash Investing and
Financing Activities -
 Securities contributed by Shareholders, invested in Belvedere Capital                     $95,047,136           $289,269,379
 Interest paid for loan - Credit Facility                                                  $   682,966           $          -
 Interest paid for mortgages                                                               $ 6,476,131           $          -
 Interest paid for swap contracts                                                          $ 1,042,020           $          -
 Market value of securities distributed in payment of redemptions                          $12,845,434           $          -
 Market value of real property and other assets, net of current
  liabilities, assumed in conjunction with acquisition of other real
  estate investments                                                                       $         -           $148,197,322
 Mortgage assumed in conjunction with acquisition of other real
  estate investments                                                                       $         -           $107,369,483
</TABLE>

* For the period from start of business, March 19, 2002, to March 31, 2002.


            See notes to condensed consolidated financial statements

                                       8
<PAGE>

BELROSE CAPITAL FUND LLC as of March 31, 2003
Condensed Consolidated Financial Statements (Continued)

FINANCIAL HIGHLIGHTS (UNAUDITED)
For the Three Months Ended March 31, 2003
--------------------------------------------------------------------------------
Net asset value - Beginning of period                                $ 76.860
--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
--------------------------------------------------------------------------------
Net investment income (6)                                            $  0.155
Net realized and unrealized loss                                       (3.545)
--------------------------------------------------------------------------------
Total loss from operations                                           $ (3.390)
--------------------------------------------------------------------------------

DISTRIBUTIONS
--------------------------------------------------------------------------------
Distributions to Shareholders                                        $ (0.050)
--------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                                  $ (0.050)
--------------------------------------------------------------------------------

NET ASSET VALUE - END OF PERIOD                                      $ 73.420
--------------------------------------------------------------------------------

TOTAL RETURN (1)                                                        (4.42)%
--------------------------------------------------------------------------------


                                              AS A PERCENTAGE   AS A PERCENTAGE
                                              OF AVERAGE NET    OF AVERAGE GROSS
RATIOS                                          ASSETS(5)         ASSETS(2)(5)
--------------------------------------------------------------------------------
Expenses of  Consolidated Real Property
 Subsidiaries
  Interest and other borrowing costs(4)          1.74% (3)          1.28% (3)
  Operating expenses(4)                          1.90% (3)          1.40% (3)
Belrose Capital Fund LLC Expenses
  Interest and other borrowing costs(7)          0.58% (3)          0.43% (3)
  Investment advisory and administrative fees,
   servicing fees and other Fund operating
   expenses(7)(8)                                1.16% (3)          0.85% (3)
                                               ---------------------------------
Total expenses(8)                                5.38% (3)          3.96% (3)

Net investment income                            0.84% (3)          0.62% (3)
--------------------------------------------------------------------------------

SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                          $1,266,720
Portfolio Turnover of Tax-Managed Growth
 Portfolio (the Portfolio)                                                  4%
--------------------------------------------------------------------------------

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

            See notes to condensed consolidated financial statements

                                       9
<PAGE>

BELROSE CAPITAL FUND LLC as of March 31, 2003
Notes to Condensed Consolidated Financial Statements (Unaudited)

1    Basis of Presentation

The condensed  consolidated interim financial statements of Belrose Capital Fund
LLC (Belrose  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.  Results for interim  periods are
not necessarily indicative of those to be expected for the full fiscal year.

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

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

2    Investment Transactions

Increases and decreases of Belrose Capital's investment in Belvedere Capital for
the three months ended March 31, 2003 aggregated  $95,047,136  and  $14,249,936,
respectively,  and for the period from the start of business, March 19, 2002, to
March 31, 2002 aggregated  $292,022,776  and $1,607,545,  respectively.  For the
three months ended March 31, 2003, purchases and sales of Partnership Preference
Units aggregated $8,033,600 and $0, respectively.  For the period from the start
of  business,  March  19,  2002,  to March  31,  2002,  purchases  and  sales of
Partnership Preference Units aggregated $3,547,905 and $0, respectively. For the
three months ended March 31, 2003,  there were no acquisitions or sales of other
real estate  investments.  For the period from the start of business,  March 19,
2002, to March 31, 2002, acquisitions and sales of other real estate investments
aggregated $31,588,186 and $0, respectively.

Purchases of  Partnership  Preference  Units during the three months ended March
31, 2003 and the period from the start of business, March 19, 2002, to March 31,
2002,  represent  amounts  purchased  from other funds  sponsored by Eaton Vance
Management  (Eaton  Vance).   Acquisitions  of  other  real  estate  investments
represent  amounts  purchased from other funds  sponsored by Eaton Vance for the
period from the start of business, March 19, 2002, to March 31, 2002.

                                       10
<PAGE>

3    Indirect Investment in Portfolio

Belvedere  Capital's interest in Tax Managed Growth Portfolio (the Portfolio) at
March 31, 2003 was  $8,400,349,853  representing  61.1% of the  Portfolio's  net
assets  and at March  31,  2002 was  $10,618,305,771  representing  56.5% of the
Portfolio's net assets.  The Fund's investment in Belvedere Capital at March 31,
2003 was $1,284,892,115 representing 15.3% of Belvedere Capital's net assets and
at March 31, 2002 was $287,483,347, representing 2.7% of Belvedere Capital's net
assets.  Investment income allocated to Belvedere Capital from the Portfolio for
the three months ended March 31, 2003 totaled  $32,398,573,  of which $4,831,976
was  allocated  to Belrose  Capital.  Investment  income  allocated to Belvedere
Capital from the Portfolio for the period from the start of business,  March 19,
2002,  to March 31, 2002 totaled  $2,654,905,  of which $71,758 was allocated to
Belrose Capital.  Expenses allocated to Belvedere Capital from the Portfolio for
the three months ended March 31, 2003 totaled  $9,667,954,  of which  $1,434,886
was allocated to Belrose Capital.  Expenses  allocated to Belvedere Capital from
the  Portfolio  for the period from the start of business,  March 19,  2002,  to
March 31, 2002 totaled  $1,661,238,  of which  $44,803 was  allocated to Belrose
Capital.  Belvedere Capital allocated  additional expenses to Belrose Capital of
$481,160  for the three months  ended March 31,  2003,  representing  $14,255 of
operating  expenses and $466,905 of service fees.  Belvedere  Capital  allocated
additional expenses to Belrose Capital of $15,706, for the period from the start
of business,  March 19, 2002, to March 31, 2002,  representing $364 of operating
expenses and $15,342 of service fees.

A summary of the Portfolio's  Statement of Assets and Liabilities,  at March 31,
2003,  December 31, 2002 and at March 31, 2002 and its  operations for the three
months  ended March 31, 2003,  the period from the start of business,  March 19,
2002, to December 31, 2002 and the period from the start of business,  March 19,
2002, to March 31, 2002 follows:

                                  March 31,       December 31,      March 31,
                                    2003              2002            2002
                               ------------------------------------------------
Investments, at value          $13,797,517,752  $14,544,149,182  $18,699,529,315
Other assets                        24,535,362       70,073,039      137,094,099
--------------------------------------------------------------------------------
Total assets                   $13,822,053,114  $14,614,222,221  $18,836,623,414
Total liabilities                   73,659,303       42,700,633       54,877,430
--------------------------------------------------------------------------------
Net Assets                     $13,748,393,811  $14,571,521,588  $18,781,745,984
================================================================================
Dividends and interest         $    53,431,732  $   169,418,860  $     4,688,097
--------------------------------------------------------------------------------
Investment adviser fee         $    15,490,999  $    54,761,871  $     2,831,915
Other expenses                         477,083        2,016,295           92,847
--------------------------------------------------------------------------------
Total expenses                 $    15,968,082  $    56,778,166  $     2,924,762
--------------------------------------------------------------------------------
Net investment income          $    37,463,650  $   112,640,694  $     1,763,335
Net realized gains (losses)        (62,969,970)    (344,617,301)       3,962,444
Net change in unrealized
 appreciation (depreciation)      (649,928,537)  (3,469,590,930)      72,220,909
--------------------------------------------------------------------------------
Net increase (decrease) in
 net assets from operations    $  (675,434,857) $(3,701,567,537) $    77,946,688
--------------------------------------------------------------------------------

                                       11
<PAGE>

4    Interest Rate Swap Agreements

Belrose  Capital  has  entered  into  current  and  forward  interest  rate swap
agreements in connection  with its real estate  investments  and the  associated
borrowings.  Under such agreements,  Belrose Capital has agreed to make periodic
payments at fixed rates in exchange for payments at floating rates. The notional
or contractual  amounts of these  instruments may not necessarily  represent the
amounts  potentially  subject to risk. The  measurement of the risks  associated
with these  investments is meaningful only when  considered in conjunction  with
all  related  assets,  liabilities  and  agreements.  As of March  31,  2003 and
December  31,  2002,  Belrose  Capital  has  entered  into  interest  rate  swap
agreements with Merrill Lynch Capital Services, Inc., as listed below.

<TABLE>
<CAPTION>

                Notional                                                       Unrealized           Unrealized
                 Amount                                                        Depreciation        Depreciation
  Effective      (000's         Fixed         Floating       Termination       at March 31,       at December 31,
    Date        omitted)        Rate            Rate            Date              2003                 2002
-----------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>          <C>                 <C>              <C>                 <C>
    03/02       $ 35,136       5.660%       LIBOR + 0.38%       03/07            $ 3,496,247         $ 3,478,871
    03/07         31,588       7.140%       LIBOR + 0.38%       07/09              1,166,937           1,134,349
    05/02         32,966       5.159%       LIBOR + 0.38%       03/07              2,643,313           2,591,755
    03/07         32,966       6.874%       LIBOR + 0.38%       11/10              1,380,074           1,309,376
    07/02         29,588       4.540%       LIBOR + 0.38%       03/07              1,666,104           1,580,735
    03/07         29,588       6.500%       LIBOR + 0.38%       07/09                709,113             683,659
    10/02         36,631       3.550%       LIBOR + 0.38%       03/07                664,088             480,992
    03/07         36,631       5.480%       LIBOR + 0.38%       11/09                100,725              67,648
    12/02          7,865       3.685%       LIBOR + 0.38%       03/07                183,529             146,897
    03/07          7,865       5.727%       LIBOR + 0.38%       07/09                 84,045              78,560
    02/03          8,034       3.320%       LIBOR + 0.38%       03/07                 73,751                   -
    03/07          8,034       5.480%       LIBOR + 0.38%       07/09                 26,407                   -
----------------------------------------------------------------------------------------------------------------------
    Total                                                                        $ 12,194,333        $ 11,552,842
----------------------------------------------------------------------------------------------------------------------
</TABLE>

5 Debt- Credit Facility

Effective  March 31,  2003,  Belrose  Capital  reduced  its loan  commitment  to
$225,000,000 from $300,000,000 at December 31, 2002. There were no other changes
to the terms of the Credit Facility during the quarter ended March 31, 2003.

6 Segment Information

Belrose  Capital  pursues  its  investment   objective  primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company of equity securities that emphasizes investments
in common stocks of domestic and foreign growth companies that are considered to
be high in quality  and  attractive  in their  long-term  investment  prospects.
Separate from its investment in Belvedere  Capital,  Belrose  Capital invests in
real estate assets through its subsidiary  Belrose Realty  Corporation  (Belrose
Realty).  Belrose Realty invests  directly in Partnership  Preference  Units and
indirectly  in real  property  through  controlled  subsidiaries,  Bel Apartment
Properties  Trust,  Katahdin  Property Trust, LLC (Katahdin) and Bel Communities
Property Trust (Bel  Communities).  Belrose Realty did not hold an investment in
controlled  subsidiaries  Katahdin  or Bel  Communities  for the period from the
start of business, March 19, 2002, to March 31, 2002.

                                       12
<PAGE>

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

<TABLE>
<CAPTION>
                                                            TAX-MANAGED
FOR THE THREE MONTHS ENDED                                    GROWTH               REAL
MARCH 31, 2003                                               PORTFOLIO*            ESTATE                TOTAL
--------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                 <C>                 <C>
Revenue                                                    $    2,915,930        $ 17,346,911       $   20,262,841
Interest expense on mortgages                                           -          (6,579,439)          (6,579,439)
Interest expense on Credit Facility                                     -            (695,677)            (695,677)
Interest expense on swap contracts                                      -          (1,051,283)          (1,051,283)
Operating expenses                                               (195,414)         (7,893,295)          (8,088,709)
Minority interest in net income of controlled
 subsidiaries                                                           -            (514,701)            (514,701)
--------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                      $    2,720,516        $    612,516       $    3,333,032
Net realized loss                                              (5,345,920)                  -           (5,345,920)
Change in unrealized gain (loss)                              (57,789,631)          5,128,894          (52,660,737)
--------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
OF REPORTABLE SEGMENTS                                     $  (60,415,035)       $  5,741,410       $  (54,673,625)
--------------------------------------------------------------------------------------------------------------------

Segment assets                                             $1,284,892,115        $534,894,052       $1,819,786,167
Segment liabilities                                                     -         545,954,694          545,954,694
--------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $1,284,892,115        $(11,060,642)      $1,273,831,473
--------------------------------------------------------------------------------------------------------------------


                                                            TAX-MANAGED
FOR THE PERIOD ENDED                                          GROWTH               REAL
MARCH 31, 2002 (1)                                          PORTFOLIO*            ESTATE                TOTAL
-------------------------------------------------------------------------------------------------------------------
Revenue                                                    $       11,249        $  1,850,654       $    1,861,903
Interest expense on mortgages                                           -            (755,215)            (755,215)
Interest expense on Credit Facility                                     -             (38,559)             (38,559)
Interest expense on swap contracts                                      -             (39,587)             (39,587)
Operating expenses                                                 (7,575)           (821,421)            (828,996)
Minority interest in net income of controlled
 subsidiaries                                                           -             (69,656)             (69,656)
-------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                      $        3,674        $    126,216        $     129,890
Net realized gain                                                  24,980                   -               24,980
Change in unrealized gain (loss)                               (2,968,113)         (1,764,844)          (4,732,957)
-------------------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM OPERATIONS OF
REPORTABLE SEGMENTS                                        $   (2,939,459)       $ (1,638,628)       $  (4,578,087)
-------------------------------------------------------------------------------------------------------------------

Segment assets                                             $  287,483,347        $154,085,413        $ 441,568,760
Segment liabilities                                                     -         156,487,407          156,487,407
-------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $  287,483,347        $ (2,401,994)       $ 285,081,353
-------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Belrose Capital invests  indirectly in Tax-Managed Growth Portfolio through
     Belvedere Capital.
(1)  For the period from the start of  business,  March 19,  2002,  to March 31,
     2002.

                                       13
<PAGE>

The following tables reconcile the reported segment information to the condensed
consolidated  financial statements for the three months ended March 31, 2003 and
for the period from the start of business, March 19, 2002, to March 31, 2002:

                                           THREE MONTHS ENDED    PERIOD ENDED
                                             MARCH 31, 2003    MARCH 31, 2002(1)
                                             -------------       -------------
Revenue:
 Revenue from reportable segments            $ 20,262,841        $  1,861,903
 Unallocated revenue                                3,240                   -
                                             -------------       -------------
TOTAL REVENUE                                $ 20,266,081        $  1,861,903
                                             -------------       -------------
Net increase (decrease) in net assets
  from operations:
 Net decrease in net assets from operations
  of reportable segments                     $(54,673,625)       $ (4,578,087)
 Unallocated revenue                                3,240                   -
 Unallocated expenses**                          (759,612)           (703,297)
                                             -------------       -------------
TOTAL NET DECREASE IN NET ASSETS FROM
 OPERATIONS                                  $(55,429,997)       $ (5,281,384)
                                             -------------       -------------

**   Unallocated  expenses  include costs of Belrose Capital to operate the Fund
     such as servicing and distribution expense, as well as other administrative
     costs of Belrose Capital.
(1)  For the period from the start of  business,  March 19,  2002,  to March 31,
     2002.

Net assets:
 Net assets of reportable segments           $ 1,273,831,473     $ 285,081,353
 Unallocated cash                                  1,185,057           301,106
 Loan payable - Credit Facility                   (8,215,000)       (2,280,000)
 Other liabilities                                   (81,639)         (695,085)
                                             ----------------    --------------
TOTAL NET ASSETS                             $ 1,266,719,891     $  282,407,374
                                             ----------------    --------------


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

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

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

                                       14
<PAGE>

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31,  2003,  COMPARED TO THE
PERIOD FROM THE START OF BUSINESS, MARCH 19, 2002, TO MARCH 31, 2002.

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was -4.42% for the quarter
ended March 31,  2003.  This return  reflects a decrease in the Fund's net asset
value per share  from  $76.86 to $73.42  and a  distribution  of $0.05 per share
during the quarter.  The Standard & Poor's 500 Index (the S&P 500), an unmanaged
index of large  capitalization  stocks commonly used as a benchmark for the U.S.
equity  market,  had a total return of -3.15% over the same  period.(2) The Fund
outperformed Tax-Managed Growth Portfolio (the Portfolio) by approximately 0.29%
during the period.  For  comparison,  at the end of the period from the start of
business,  March 19,  2002,  to March 31,  2002,  the Fund's net asset value per
share decreased from $100.00 to $98.16,  representing a -1.84% return versus the
S&P 500's total return of -1.48%.(2) The performance of the Fund trailed that of
the  Portfolio  by  approximately  0.43%  during  the  period  from the start of
business, March 19, 2002, to March 31, 2002.

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

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

In this challenging  environment,  the performance of the Portfolio trailed that
of the overall  market mostly due to lower exposure to more  aggressive  sectors
and  industries.  During the quarter,  Boston  Management  and Research  (Boston
Management),  the Portfolio's  investment  adviser,  emphasized  industrials and
consumer staples sectors, a continuing theme from last year. While this emphasis
has been productive in prior periods, it hurt Portfolio returns during the first
quarter of 2003.  Relatively  stronger stock selection within the airfreight and
logistics,  personal products and beverages  sub-industries partially offset the
negative performance of these sectors during the quarter.

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

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

                                       15
<PAGE>

sector  during the  quarter,  which was the S&P 500's  worst  performing  sector
during the period.  Boston  Management  believes  that these  sector  shifts are
appropriate for the longer-term positioning of the Portfolio.

PERFORMANCE  OF REAL ESTATE  INVESTMENTS.  For the quarter ended March 31, 2003,
the Fund's real estate operations (conducted through Real Estate Joint Ventures)
achieved  operating  results that were slightly  below budget.  Rental income of
$16.3  million was below budget and  property  operating  expenses  (before debt
service and excluding certain operating  expenses of Belrose Realty  Corporation
(Belrose Realty) of  approximately  $0.8 million) of $7.1 million were generally
in line with budget.  During the quarter ended March 31, 2003, Real Estate Joint
Venture   operations   were  affected  by   deteriorating   multifamily   market
fundamentals  in most  regions  with  falling  occupancy  levels and rising rent
concessions.  Given the continued  uncertain  outlook for the U.S.  economy as a
whole,  expectations  are that real  estate  operating  results  in 2003 will be
modestly below the levels of 2002.

At March 31, 2003, the estimated fair value of the real  properties held through
Real Estate Joint  Ventures  was $467.4  million  compared to $146.3  million at
March 31, 2002. The change in estimated fair value of the real  properties  held
through Real Estate Joint Ventures was primarily due to the  acquisitions of the
Fund's investments in Katahdin Property Trust, LLC and Bel Communities  Property
Trust during 2002. The Fund recognized unrealized  appreciation of the estimated
fair value of its other real estate  investments of  approximately  $0.8 million
during the quarter  ended March 31,  2003.  Despite  weaker  market  conditions,
changes in asset values for multifamily properties have generally been modest as
decreases in  capitalization  rates have largely offset  declining  income level
expectations.

For the quarter  ended March 31, 2003,  the Fund's  investments  in  Partnership
Preference  Units  generally   benefited  from  declining   interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  As a result, the Fund recognized approximately $5.0
million  of  unrealized   appreciation  in  the  estimated  fair  value  of  the
Partnership  Preference  Units  during the  quarter  ended March 31,  2003.  The
estimated fair value of the Fund's  Partnership  Preference  Units totaled $54.8
million  at March 31,  2003  compared  to $3.5  million at March 31,  2002.  The
increase  in value  was due to  approximately  $45.5  million  in  purchases  of
Partnership Preference Units, as well as appreciation  recognized primarily as a
result of market conditions  similar to the first quarter 2003 market conditions
described above.  Dividends  received from the Partnership  Preference Units for
the quarter  ended March 31, 2003 and for the period from the start of business,
March 19,  2002,  to March 31, 2002  totaled  $1.0  million  and $0.04  million,
respectively.

PERFORMANCE  OF INTEREST  RATE  SWAPS.  For the  quarter  ended March 31,  2003,
interest rate swap values decreased by approximately $0.6 million. This decrease
in value was the  result of minimal  interest  rate  decreases  during the first
quarter of 2003. Values decreased by approximately  $0.07 million for the period
from the start of business, March 19, 2002, to March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,  2003 the loan  commitment  under the  Fund's  revolving  credit
facility  (the  Credit  Facility)  was  reduced  to  $225,000,000.  The Fund had
outstanding   borrowings  of  $164,300,000,   two  letters  of  credit  totaling
$2,667,011  and unused loan  commitments  of  $58,032,989 at March 31, 2003. The
Credit Facility is being used primarily to finance the Fund's equity in its real

                                       16
<PAGE>

estate  investments and will continue to be used for such purpose in the future.
The Credit Facility will also provide for any short-term  liquidity needs of the
Fund.  In the  future,  the Fund may  increase  the size of the Credit  Facility
(subject to lender consent) and the amount of outstanding  borrowings thereunder
for these purposes.

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

As of March 31,  2003 and  2002,  the  unrealized  depreciation  related  to the
interest rate swap agreements was $12,194,333 and $71,648, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

In  estimating  the  value of the  Fund's  investments  in real  estate,  Boston
Management takes into account relevant factors, data and information,  including
with respect to investments in Partnership  Preference  Units,  information from
dealers  and  similar  firms  with  knowledge  of such  issues and the prices of
comparable  preferred  equity  securities  and other  fixed or  adjustable  rate
instruments having similar investment  characteristics.  Real estate investments
other than  Partnership  Preference Units are generally stated at estimated fair
values based upon  independent  valuations  assuming an orderly  disposition  of
assets.  Detailed  investment  valuations  are  performed at least  annually and
reviewed  periodically.  Interim  valuations  reflect  results of operations and
distributions,  and may be  adjusted if there has been a  significant  change in
economic circumstances since the most recent independent  valuation.  Given that
such  valuations  include  many  assumptions,  including  but not  limited to an
orderly  disposition  of  assets,  values  may differ  from  amounts  ultimately
realized.  Boston Management,  as the Fund's investment adviser,  determines the
value of interest rate swaps, and, in doing so, may consider among other things,
dealer and counter-party quotes and pricing models.

                                       17
<PAGE>

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary  exposure to interest  rate risk arises from its real estate
investments  that are financed by the Fund with floating rate  borrowings  under
the Credit Facility and by fixed-rate  secured  mortgage debt obligations of the
Real Estate Joint  Ventures.  The interest rate on  borrowings  under the Fund's
Credit Facility is reset at regular intervals based on a fixed and predetermined
premium  to LIBOR  for  short-term  extensions  of  credit.  The  Fund  utilizes
cancelable interest rate swap agreements to fix the cost of its borrowings under
the Credit  Facility and to mitigate the impact of interest  rate changes on the
Fund's net asset value.  Under the terms of the interest  rate swap  agreements,
the Fund makes cash  payments  at fixed  rates in  exchange  for  floating  rate
payments that fluctuate with one-month  LIBOR.  In the future,  the Fund may use
other interest rate hedging  arrangements  (such as caps, floors and collars) to
fix or limit borrowing costs. The use of interest rate hedging arrangements is a
specialized activity that can expose the Fund to significant loss.

The values of the Partnership Preference Units and, to a lesser degree, the Real
Estate Joint Ventures are sensitive to interest rate risk. Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and Real Estate Joint Ventures.

                                       18
<PAGE>

The following table summarizes the contractual  maturities and  weighted-average
interest rates  associated  with the Fund's  significant  non-trading  financial
instruments.  The Fund has no market risk sensitive instruments held for trading
purposes.  This  information  should be read in  conjunction  with Note 4 to the
condensed consolidated financial statements in Item 1 of this report.

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

                                                                                                                     Estimated
                               2004-2006         2007         2008       Thereafter           Total                 Fair Value
                              ------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>            <C>        <C>               <C>                    <C>

Rate sensitive
liabilities:
------------------------------------------------------------------------------------------------------------------------------------
Long-term debt:
------------------------------------------------------------------------------------------------------------------------------------
Fixed-rate mortgages                                                     $344,219,483      $344,219,483           $393,000,000
Average interest rate                                                        7.53%             7.53%
------------------------------------------------------------------------------------------------------------------------------------
Variable-rate Credit
Facility                                      $164,300,000                                 $164,300,000           $164,300,000
Average interest rate                             1.68%                                        1.68%
Rate sensitive derivative
 financial instruments:
-----------------------------
Pay fixed/
Receive variable interest
rate swap contracts                           $296,892,000                                 $296,892,000           $(12,194,333)
Average pay rate                                  5.47%                                        5.47%
Average receive rate                              1.68%                                        1.68%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
------------------------------------------------------------------------------------------------------------------------------------
Fixed-rate Partnership
Preference Units:
------------------------------------------------------------------------------------------------------------------------------------
Essex Portfolio, L.P.,
7.875% Series B Cumulative
Redeemable Preferred Units,
Callable from 2/6/03,
Current Yield: 8.38%                                                     $16,616,170       $ 16,616,170           $ 18,798,680
-----------------------------
Kilroy Realty, L.P., 8.075%
Series A Cumulative
Redemable Preferred Units,
Callable from 2/6/03,
Current Yield: 8.95%                                                     $15,898,220       $ 15,898,220           $ 18,035,600
-----------------------------
Prentiss Properties
Acquisition Partners, L.P.,
8.30% Series B Cumulative
Redeemable Perpetual
Preferred Units, Callable
from 6/25/03, Current
Yield: 8.91%                                                             $16,519,510       $ 16,519,510           $ 18,009,223
-----------------------------
</TABLE>

                                       19
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

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

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

                                       20
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.
----------------------------

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


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.
----------------------------------------------------

          None.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
------------------------------------------

          None.


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

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


ITEM 5.   OTHER INFORMATION.
----------------------------

          None.


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

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

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

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

     (b)  Reports on Form 8-K:

          None.

                                       21
<PAGE>


                                   SIGNATURES

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




                                       BELROSE CAPITAL FUND LLC
                                       (Registrant)




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

                                       22
<PAGE>


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

CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

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

Date: May 15, 2003
                                         /s/ Thomas E. Faust Jr.
                                         -------------------------
                                         Thomas E. Faust Jr.
                                         Chief Executive Officer

                                       23
<PAGE>

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

CERTIFICATION

I, Michelle A. Alexander, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 15, 2003
                                         /s/ Michelle A. Alexander
                                         ---------------------------
                                         Michelle A. Alexander
                                         Chief Financial Officer

                                       24
<PAGE>

                                  EXHIBIT INDEX

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

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

                                       25