|UNITED STATES
|-------------



|SECURITIES AND EXCHANGE
  COMMISSION
|------------------------------------



|Washington, D.C. 20549
|----------------------



|FORM 10-Q
|---------

|[X]          |  | Quarterly Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|------------ |  | ----------------------------------------------------------------------------------------------
|             |  | For the quarterly period endedSeptember 30,
      2005                                        
|[   
      ] |  | Transition Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934
|             |  | For the transition period from                                                                



|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 Building255 State StreetBoston,
      Massachusetts
    
    02109(Address of principal executive
      offices)
    
    (Zip Code)Registrants telephone
      number:
    
    617-482-8260




|None
|----

(Former
Name, Former Address and Former Fiscal Year, if changed since last
report)

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

YES
    
    __X__
    
    NO _____


Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).

YES
    
    __X__
    
    NO _____


---

|              |  |                             |  | Belrose Capital Fund
      LLC                                            |  |                                                                             
|------------- |  | --------------------------- |  | ------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|              |  |                             |  | Index to Form 10-Q                                                        |  |                                                                             
|PART
      I  |  | FINANCIAL
      INFORMATION |  | Page                                                                     
|Item          |  | 1.                          |  | Financial
      Statements                                                |  |                                                                             
|              |  |                             |  | Condensed Consolidated
      Statements of Assets and Liabilities as of   |  |                                                                             
|              |  |                             |  | September 30, 2005
      (Unaudited) and December 31, 2004                |  | 3                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Operations (Unaudited) for the |  |                                                                             
|              |  |                             |  |                                                                           |  | Three Months Ended
      September 30, 2005 and 2004 and for the Nine Months
|              |  |                             |  | Ended September 30, 2005
      and 2004                                   |  | 4                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Changes in Net Assets for the  |  |                                                                             
|              |  |                             |  | Nine Months Ended
      September 30, 2005 (Unaudited) and the Year       |  |                                                                             
|              |  |                             |  | Ended December 31,
      2004                                             |  | 6                                                                           
|              |  |                             |  | Condensed Consolidated
      Statements of Cash Flows (Unaudited) for the |  |                                                                             
|              |  |                             |  | Nine Months Ended
      September 30, 2005 and 2004                       |  | 7                                                                           
|              |  |                             |  | Financial Highlights for
      the Nine Months Ended                      |  |                                                                             
|              |  |                             |  | September 30, 2005
      (Unaudited) and the Year Ended December 31, 2004 |  | 9                                                                           
|              |  |                             |  | Notes to Condensed
      Consolidated Financial Statements                |  |                                                                             
|              |  |                             |  | as of September 30, 2005
      (Unaudited)                                |  | 10                                                                          
|Item          |  | 2.                          |  | Managements Discussion
      and Analysis of Financial Condition (MD&A)  |  |                                                                             
|              |  |                             |  | and Results of
      Operations                                           |  | 18                                                                          
|Item          |  | 3.                          |  | Quantitative and
      Qualitative Disclosures About Market Risk          |  | 23                                                                          
|Item          |  | 4.                          |  | Controls and
      Procedures                                             |  | 24                                                                          
|PART
      II |  | OTHER
      INFORMATION     |  |                                                                          
|Item          |  | 1.                          |  | Legal
      Proceedings                                                   |  | 25                                                                          
|Item          |  | 2.                          |  | Unregistered Sales of
      Equity Securities and Use of Proceeds         |  | 25                                                                          
|Item          |  | 3.                          |  | Defaults Upon Senior
      Securities                                     |  | 25                                                                          
|Item          |  | 4.                          |  | Submission of Matters to a
      Vote of Security Holders                 |  | 25                                                                          
|Item          |  | 5.                          |  | Other
      Information                                                   |  | 25                                                                          
|Item          |  | 6.                          |  | Exhibits                                                                  |  | 26                                                                          
|SIGNATURES    |  | 27                         
|EXHIBIT INDEX |  | 28                         

2

---

PART I.
FINANCIAL INFORMATION

Item
1. Financial Statements.

BELROSE
CAPITAL FUND LLC

Condensed
Consolidated Statements of Assets and Liabilities

|                                                                           |  | September 30,
      2005 |  |               |  |                        
|-------------------------------------------------------------------------- |  | ------------------------ |  | ------------- |  | -----------------------
|                                                                           |  |                          |  | (Unaudited)   |  | December 31,
      2004
|                                                                           |  |                          |  |              
|Assets:                                                                    |  |                          |  |               |  |                        
|Investment in
      Belvedere Capital Fund Company LLC                     |  |                          |  |               |  |                        
|(Belvedere Company)                                                        |  | $                        |  | 1,756,128,722 |  | $                      
|Investment in
      Partnership Preference Units                           |  |                          |  | 70,689,917    |  |                        
|Investment in
      other real estate                                      |  |                          |  | 552,359,308   |  |                        
|Short-term
      investments                                               |  |                          |  | 3,522,673     |  |                        
|                                                                           |  |                          |  |              
|Total
      investments                                                    |  | $                        |  | 2,382,700,620 |  | $                      
|Cash                                                                       |  |                          |  | 11,303,172    |  |                        
|Escrow
      deposits  restricted                                         |  |                          |  | 2,183,159     |  |                        
|Open interest
      rate swap agreements, at value                         |  |                          |  | 4,681,460     |  |                        
|Distributions
      and interest receivable                                |  |                          |  | 645           |  |                        
|Other
      assets                                                         |  |                          |  | 9,490,037     |  |                        
|                                                                           |  |                          |  |              
|Total assets                                                               |  | $                        |  | 2,410,359,093 |  | $                      
|                                                                           |  |                          |  |              
|                                                                          
|Liabilities:                                                               |  |                          |  |               |  |                        
|Loan payable 
      Credit Facility                                       |  | $                        |  | 271,000,000   |  | $                      
|Mortgages
      payable                                                    |  |                          |  | 359,850,000   |  |                        
|Payable for
      Fund Shares redeemed                                     |  |                          |  | 1,239,002     |  |                        
|Payable to
      affiliate for investment advisory and administrative fees |  |                          |  | 365,703       |  |                        
|Payable to
      affiliate for distribution and servicing fees             |  |                          |  | 553,062       |  |                        
|Note payable
      to minority shareholder                                 |  |                          |  | 441,020       |  |                        
|Security
      deposits                                                    |  |                          |  | 1,350,441     |  |                        
|Accrued
      expenses:                                                    |  |                          |  |               |  |                        
|Swap interest expense                                                      |  |                          |  | 489,689       |  |                        
|Interest expense                                                           |  |                          |  | 2,268,151     |  |                        
|Property taxes                                                             |  |                          |  | 3,062,791     |  |                        
|Other expenses and liabilities                                             |  |                          |  | 2,300,059     |  |                        
|Minority
      interests in controlled subsidiaries                        |  |                          |  | 47,552,502    |  |                        
|                                                                           |  |                          |  |              
|Total
      liabilities                                                    |  | $                        |  | 690,472,420   |  | $                      
|                                                                           |  |                          |  |              
|                                                                          
|Net assets                                                                 |  | $                        |  | 1,719,886,673 |  | $                      
|                                                                           |  |                          |  |              
|Shareholders
      Capital                                                |  | $                        |  | 1,719,886,673 |  | $                      
|                                                                           |  |                          |  |              
|Shares
      outstanding                                                   |  |                          |  | 16,335,075    |  |                        
|                                                                           |  |                          |  |              
|Net asset value and
      redemption price per Share                       |  | $                        |  | 105.29        |  | $                      
|                                                                           |  |                          |  |              



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|3
|-

---



|BELROSE CAPITAL FUND LLCCondensed Consolidated Statements of
      Operations (Unaudited)
|-----------------------------------------------------------------------------------------

|                                                      |  | Three Months
      Ended |  | Nine Months
      Ended
|----------------------------------------------------- |  | ------------------------ |  | -----------------------
|                                                      |  |                          |  |                        
|                                                      |  | September 30, 2005       |  | September 30, 2004     
|                                                      |  |                          |  |                        
|Investment
      Income:                              |  |                          |  |                        
|Dividends allocated from Belvedere Company            |  |                          |  |                        
|(net of foreign taxes of $44,908,
      $68,612,      |  |                          |  |                        
|$363,998 and $276,451,
      respectively)            |  | $                        |  | 6,844,690              
|Interest allocated from Belvedere Company             |  |                          |  | 44,294                 
|Expenses allocated from Belvedere Company             |  |                          |  | (2,626,462)            
|                                                      |  |                          |  |                        
|Net investment income allocated from                  |  |                          |  |                        
|Belvedere Company                                     |  | $                        |  | 4,262,522              
|Rental income                                         |  |                          |  | 15,794,873             
|Distributions from Partnership Preference
      Units |  |                          |  | 1,134,734              
|Interest                                              |  |                          |  | 117,329                
|Other income                                          |  |                          |  | -                      
|                                                      |  |                          |  |                        
|Total investment
      income                         |  | $                        |  | 21,309,458             
|                                                      |  |                          |  |                        
|                                                     
|Expenses:                                             |  |                          |  |                        
|Investment advisory and administrative fees           |  | $                        |  | 1,507,607              
|Property management fees                              |  |                          |  | 574,533                
|Distribution and servicing fees                       |  |                          |  | 842,618                
|Interest expense on mortgages                         |  |                          |  | 6,123,056              
|Interest expense on Credit Facility                   |  |                          |  | 2,558,557              
|Property and maintenance expenses                     |  |                          |  | 3,791,601              
|Property taxes and insurance                          |  |                          |  | 2,007,918              
|Miscellaneous                                         |  |                          |  | 325,130                
|                                                      |  |                          |  |                        
|Total
      expenses                                  |  | $                        |  | 17,731,020             
|Deduct-                                               |  |                          |  |                        
|Reduction of investment advisory                      |  |                          |  |                        
|and administrative fees                               |  |                          |  | 429,769                
|                                                      |  |                          |  |                        
|Net expenses                                          |  | $                        |  | 17,301,251             
|                                                      |  |                          |  |                        
|Net investment income
      before                    |  |                          |  |                        
|minority interests in net income of                   |  |                          |  |                        
|controlled subsidiaries                               |  | $                        |  | 4,008,207              
|Minority interests in net
      income                |  |                          |  |                        
|of controlled subsidiaries                            |  |                          |  | (787,853)              
|                                                      |  |                          |  |                        
|Net investment
      income                           |  | $                        |  | 3,220,354              
|                                                      |  |                          |  |                        



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|4
|-

---



|BELROSE CAPITAL FUND LLCCondensed Consolidated Statements of
      Operations (Unaudited) (Continued)
|-----------------------------------------------------------------------------------------------------

|                                                                                                                                                                  |  | Three Months
      Ended |  | Nine Months
      Ended 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  | ------------------------
|                                                                                                                                                                  |  |                          |  |                         
|                                                                                                                                                                  |  | September 30, 2005       |  | September 30,
      2004
|                                                                                                                                                                  |  |                          |  |                         
|Realized and Unrealized
      Gain (Loss)                                                                                                                         |  |                          |  |                         
|Net realized gain (loss)
      -                                                                                                                                  |  |                          |  |                         
|Investment transactions, securities sold short
      and                                                                                                          |  |                          |  |                         
|foreign
      currency transactions allocated from                                                                                                                |  |                          |  |                         
|Belvedere Company (identified cost basis)                                                                                                                         |  | $                        |  | 5,757,440               
|Investment transactions in Partnership                                                                                                                            |  |                          |  |                         
|Preference Units (identified cost basis)                                                                                                                          |  |                          |  | -                       
|Investment transactions in other real estate                                                                                                                      |  |                          |  |                         
|(net minority
      interest in realized gain of                                                                                                                  |  |                          |  |                         
|controlled subsidiaries of $158,863, $0,                                                                                                                          |  |                          |  |                         
|$128,560 and $0, respectively)                                                                                                                                    |  |                          |  | 834,031                 
|Interest rate swap agreements (1)                                                                                                                                 |  |                          |  | (241,686)               
|                                                                                                                                                                  |  |                          |  |                         
|Net realized
      gain                                                                                                                                           |  | $                        |  | 6,349,785               
|                                                                                                                                                                  |  |                          |  |                         
|                                                                                                                                                                 
|                                                                                                                                                                 
|Change in unrealized
      appreciation (depreciation) -                                                                                                          |  |                          |  |                         
|Investments, securities sold short and
      foreign                                                                                                              |  |                          |  |                         
|currency allocated from Belvedere Company                                                                                                                         |  |                          |  |                         
|(identified cost basis)                                                                                                                                           |  | $                        |  | 52,221,800              
|Investment in Partnership Preference Units                                                                                                                        |  |                          |  |                         
|(identified cost basis)                                                                                                                                           |  |                          |  | (559,478)               
|Investment in other real estate (net of
      minority                                                                                                            |  |                          |  |                         
|interests in unrealized appreciation
      (depreciation)                                                                                                         |  |                          |  |                         
|of controlled subsidiaries of $6,105,083,
      $128,921,                                                                                                         |  |                          |  |                         
|$16,309,839 and $462,845, respectively)                                                                                                                           |  |                          |  | 9,196,807               
|Interest rate swap agreements                                                                                                                                     |  |                          |  | 4,152,411               
|                                                                                                                                                                  |  |                          |  |                         
|Net change in unrealized
      appreciation                                                                                                                       |  |                          |  |                         
|(depreciation)                                                                                                                                                    |  | $                        |  | 65,011,540              
|                                                                                                                                                                  |  |                          |  |                         
|                                                                                                                                                                 
|Net realized and
      unrealized gain (loss)                                                                                                                     |  | $                        |  | 71,361,325              
|                                                                                                                                                                  |  |                          |  |                         
|                                                                                                                                                                 
|Net increase (decrease) in
      net assets from operations                                                                                                       |  | $                        |  | 74,581,679              
|                                                                                                                                                                  |  |                          |  |                         
|                                                                                                                                                                 
|(1)
      Amounts include periodic payments made in connection with interest rate
      swap agreements of $241,686, $1,241,162, $1,405,149 and
      $3,305,114,
|respectively (Note 5).                                                                                                                                            |  |                          |  |                         



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|5
|-

---



| | BELROSE CAPITAL FUND LLCCondensed Consolidated Statements of
      Changes in Net Assets
| | ----------------------------------------------------------------------------------------

|                                                                             |  | Nine
      Months Ended |  |                         |  |  
|---------------------------------------------------------------------------- |  | ----------------------- |  | ----------------------- |  | -
|                                                                             |  | September 30, 2005      |  | Year Ended             
|                                                                             |  | (Unaudited)             |  | December 30,
      2004
|                                                                             |  |                         |  |                        
|Increase (Decrease) in Net
      Assets:                                     |  |                         |  |                         |  |  
|From
      Operations-                                                       |  |                         |  |                         |  |  
|Net investment
      income                                                  |  | $                       |  | 11,939,838              |  | $
|Net realized
      gain from investment transactions, securities sold        |  |                         |  |                         |  |  
|short, foreign currency transactions and interest rate swap
      agreements |  |                         |  | 6,568,140               |  |  
|Net change in
      unrealized appreciation (depreciation) of                |  |                         |  |                         |  |  
|investments, securities sold short, foreign currency and
      interest      |  |                         |  |                         |  |  
|rate swap agreements                                                         |  |                         |  | 56,205,654              |  |  
|                                                                             |  |                         |  |                        
|Net increase in net assets
      from operations                             |  | $                       |  | 74,713,632              |  | $
|                                                                             |  |                         |  |                        
|                                                                            
|Transactions in Fund
      Shares -                                          |  |                         |  |                         |  |  
|Net asset
      value of Fund Shares issued to Shareholders in               |  |                         |  |                         |  |  
|payment of distributions declared                                            |  | $                       |  | 9,236,397               |  | $
|Net asset
      value of Fund Shares redeemed                                |  |                         |  | (36,873,453)            |  |  
|                                                                             |  |                         |  |                        
|Net decrease in net assets
      from Fund Share transactions                |  | $                       |  | (27,637,056)            |  | $
|                                                                             |  |                         |  |                        
|                                                                            
|Distributions
      -                                                        |  |                         |  |                         |  |  
|Distributions
      to Shareholders                                          |  | $                       |  | (21,417,328)            |  | $
|                                                                             |  |                         |  |                        
|Total
      distributions                                                    |  | $                       |  | (21,417,328)            |  | $
|                                                                             |  |                         |  |                        
|                                                                            
|Net increase in net
      assets                                             |  | $                       |  | 25,659,248              |  | $
|                                                                            
|Net assets:                                                                  |  |                         |  |                         |  |  
|At beginning
      of period                                                 |  | $                       |  | 1,694,227,425           |  | $
|                                                                             |  |                         |  |                        
|At end of
      period                                                       |  | $                       |  | 1,719,886,673           |  | $
|                                                                             |  |                         |  |                        



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|6
|-

---



|BELROSE CAPITAL FUND LLCCondensed Consolidated Statements of
      Cash Flows (Unaudited)
|-----------------------------------------------------------------------------------------

|                                                                             |  | Nine Months Ended                      
|---------------------------------------------------------------------------- |  | ---------------------------------------
|                                                                             |  |                                        
|                                                                             |  | September 30, 2005                     
|                                                                             |  |                                        
|Cash Flows From (For)
      Operating Activities                            |  |                                        
|Net increase in net assets
      from operations                             |  | $                    
      74,713,632 
|Adjustments to reconcile
      net increase in net assets from operations    |  |                                        
|to net
      cash flows for operating activities -                           |  |                                        
|Net investment income allocated from Belvedere
      Company                 |  | (13,897,149)                           
|(Increase) decrease in escrow deposits                                       |  | (22,419)                               
|Increase in other assets                                                     |  | (143,813)                              
|(Increase) decrease in distributions and interest
      receivable           |  | (302)                                  
|Increase in interest payable for open swap
      agreements                  |  | 443,140                                
|Increase in payable to affiliate for investment advisory
      and           |  |                                        
|administrative fees                                                          |  | 365,703                                
|Increase in payable to affiliate for distribution and
      servicing fees   |  | 553,062                                
|Increase (decrease) in security deposits, accrued
      interest and accrued |  |                                        
|other expenses and liabilities                                               |  | (2,046,252)                            
|Increase in accrued property taxes                                           |  | 1,874,685                              
|Purchases of Partnership Preference Units                                    |  | (25,000,000)                           
|Proceeds from sales of Partnership Preference
      Units                    |  | 15,217,520                             
|Payment for investment in other real estate                                  |  | -                                      
|Proceeds from sale of other real estate                                      |  | 5,210,288                              
|Improvements to rental property                                              |  | (4,514,103)                            
|(Increase) decrease in short-term
      investments                          |  | (2,801,673)                            
|Interest incurred on interest rate swap
      agreements                     |  | (1,405,149)                            
|Payment received on termination of interest rate swap
      agreements       |  | -                                      
|Minority interests in net income of controlled
      subsidiaries            |  | 2,267,032                              
|Net realized gain from investment transactions,
      securities sold short, |  |                                        
|foreign currency
      transactions and interest rate swap agreements        |  | (6,568,140)                            
|Net change in unrealized (appreciation) depreciation of
      investments,   |  |                                        
|securities sold short,
      foreign currency and interest rate              |  |                                        
|swap agreements                                                              |  | (56,205,654)                           
|                                                                             |  |                                        
|Net cash flows for
      operating activities                                |  | $                  
       (11,959,592)
|                                                                             |  |                                        
|Cash Flows From (For)
      Financing Activities -                           |  |                                        
|Proceeds from Credit Facility                                                |  | $                     
      47,000,000
|Repayments of Credit Facility                                                |  | (12,000,000)                           
|Net
      proceeds from note payable to minority shareholder                 |  | 441,020                                
|Issuance of real estate joint venture preferred
      shares                 |  | 240,000                                
|Payments for Fund Shares redeemed                                            |  | (4,360,088)                            
|Distributions paid to minority shareholders                                  |  | (1,226,023)                            
|Distributions paid to Shareholders                                           |  | (12,180,931)                           
|                                                                             |  |                                        
|Net cash flows from
      financing activities                               |  | $                     
      17,913,978
|                                                                             |  |                                        
|                                                                            
|Net increase in
      cash                                                   |  | $                     
       5,954,386
|                                                                            
|Cash at beginning of
      period                                            |  | $                      
      5,348,786
|                                                                             |  |                                        
|Cash at end of
      period                                                  |  | $                     
      11,303,172
|                                                                             |  |                                        



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|7
|-

---



|BELROSE CAPITAL FUND LLCCondensed Consolidated Statements of
      Cash Flows (Unaudited) (Continued)
|-----------------------------------------------------------------------------------------------------

|                                                                    |  | Nine Months
      Ended
|------------------------------------------------------------------- |  | -----------------------
|                                                                    | 
|                                                                    |  | September 30, 2005     
|                                                                    |  |                        
|Supplemental Disclosure and Non-cash Investing and                  |  |                        
|Financing
      Activities                                         |  |                        
|Interest paid on loan  Credit Facility                             |  | $                      
|Interest paid on mortgages                                          |  | $                      
|Interest paid on swap agreements                                    |  | $                      
|Market value of securities distributed in payment
      of          |  |                        
|redemptions                                                         |  | $                      
|Market value of real property and other assets,
      net           |  |                        
|of current liabilities, assumed in
      conjunction with the       |  |                        
|acquisition of other real
      estate                              |  | $                      
|Market value of minority interests assumed
      in                 |  |                        
|conjunction with the acquisition of other
      real estate         |  | $                      
|Non-cash change in working capital of real estate
      investments |  | $                      



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|8
|-

---



|BELROSE CAPITAL FUND LLCCONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS (Continued)
|-------------------------------------------------------------------------------------

|Financial Highlights                                                     |  |                                                                                                                                                                                |  | Nine Months
      Ended |  |                          |  |             |  |          
|------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- |  | ------------------------ |  | ----------- |  | ---------
|                                                                         |  |                                                                                                                                                                                |  |                         |  | September 30,
      2005 |  |             |  |          
|                                                                         |  |                                                                                                                                                                                |  |                         |  |                          |  | (Unaudited) |  |          
|                                                                        
|Net
      asset value  Beginning of period                              |  |                                                                                                                                                                                |  | $                       |  | 102.030                  |  |             |  | $        
|                                                                        
|Income (loss) from operations                                            |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                        
|Net
      investment income (1)                                          |  |                                                                                                                                                                                |  | $                       |  | 0.722                    |  |             |  | $        
|Net
      realized and unrealized gain                                   |  |                                                                                                                                                                                |  |                         |  | 3.828                    |  |             |  |          
|                                                                        
|Total income from operations                                             |  |                                                                                                                                                                                |  | $                       |  | 4.550                    |  |             |  | $        
|                                                                        
|Distributions                                                            |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                        
|Distributions to Shareholders                                            |  |                                                                                                                                                                                |  | $                       |  | (1.290)                  |  |             |  | $        
|                                                                        
|Total distributions                                                      |  |                                                                                                                                                                                |  | $                       |  | (1.290)                  |  |             |  | $        
|                                                                        
|Net asset value  End of period                                          |  |                                                                                                                                                                                |  | $                       |  | 105.290                  |  |             |  | $        
|                                                                        
|Total Return(2)                                                          |  |                                                                                                                                                                                |  |                         |  | 4.55%                    |  |             |  |          
|                                                                        
|Ratios as a percentage of average net assets(3)                          |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                         |  | Interest and other
      borrowing costs (4)                                                                                                                                   |  |                         |  |                          |  | 1.16%       |  | (9)      
|                                                                         |  | Operating expenses
      (4)                                                                                                                                                   |  |                         |  |                          |  | 1.28%       |  | (9)      
|Belrose Capital Fund LLC Expenses                                        |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                         |  | Interest and other
      borrowing costs (5)(6)                                                                                                                                |  |                         |  |                          |  | 0.53%       |  | (9)      
|                                                                         |  | Investment advisory and administrative fees, distribution
      and                                                                                                            |  |                         |  |                          |  |             |  |          
|                                                                         |  | servicing fees and other Fund operating expenses
      (5)(7)                                                                                                                  |  |                         |  | 1.13%                    |  | (9)         |  |          
|                                                                         |  |                                                                                                                                                                               
|Total
      expenses                                                     |  |                                                                                                                                                                                |  |                         |  | 4.10%                    |  | (9)         |  |          
|                                                                        
|Net
      investment income                                              |  |                                                                                                                                                                                |  |                         |  | 0.95%                    |  | (9)         |  |          
|                                                                        
|                                                                        
|Ratios as a percentage of average gross assets(3)(8)                     |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                         |  | Interest and other
      borrowing costs (4)                                                                                                                                   |  |                         |  |                          |  | 0.87%       |  | (9)      
|                                                                         |  | Operating expenses
      (4)                                                                                                                                                   |  |                         |  |                          |  | 0.96%       |  | (9)      
|Belrose Capital Fund LLC Expenses                                        |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                         |  | Interest and other
      borrowing costs (5)(6)                                                                                                                                |  |                         |  |                          |  | 0.40%       |  | (9)      
|                                                                         |  | Investment advisory and administrative fees, distribution
      and                                                                                                            |  |                         |  |                          |  |             |  |          
|                                                                         |  | servicing fees and other Fund operating expenses
      (5)(7)                                                                                                                  |  |                         |  | 0.85%                    |  | (9)         |  |          
|                                                                         |  |                                                                                                                                                                               
|Total
      expenses                                                     |  |                                                                                                                                                                                |  |                         |  | 3.08%                    |  | (9)         |  |          
|                                                                        
|Net
      investment income                                              |  |                                                                                                                                                                                |  |                         |  | 0.72%                    |  | (9)         |  |          
|                                                                        
|Supplemental Data                                                        |  |                                                                                                                                                                                |  |                         |  |                          |  |             |  |          
|                                                                        
|Net
      assets, end of period (000s omitted)                          |  | $                                                                                                                                                                              |  | 1,719,887               |  |                          |  | $           |  | 1,694,227
|Portfolio turnover of Tax-Managed Growth Portfolio (the
      Portfolio) |  |                                                                                                                                                                                |  | 0.32%                   |  |                          |  |             |  | 3%       
|                                                                        
|(1)                                                                      |  | Calculated using average shares outstanding.                                                                                                                                   |  |                         |  |                          |  |             |  |          
|(2)                                                                      |  | 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.                                                                                                                                                                         |  |                         |  |                          |  |             |  |          
|(3)                                                                      |  | For the purpose of calculating ratios, the income and
      expenses of Belrose Realty Corporations (Belrose Realty) controlled
      subsidiaries are reduced by the        
|                                                                         |  | proportionate interest therein of investors other than
      Belrose Realty.                                                                                                   |  |                         |  |                          |  |             |  |          
|(4)                                                                      |  | Includes Belrose Realty's proportional share of expenses
      incurred by its controlled subsidiaries.                                                                        |  |                         |  |                          |  |             |  |          
|(5)                                                                      |  | Includes the expenses of Belrose Capital Fund LLC
      (Belrose Capital) and Belrose Realty. Does not include expenses of Belrose
      Realty's controlled                  
|                                                                         |  | subsidiaries.                                                                                                                                                                  |  |                         |  |                          |  |             |  |          
|(6)                                                                      |  | Ratios do not include interest incurred in connection
      with interest rate swap agreements. Had such amounts been included, ratios
      would be higher.                 
|(7)                                                                      |  | Includes Belrose Capital's share of Belvedere Capital
      Fund Company LLC's (Belvedere Company) allocated expenses, including those
      expenses allocated from          
|                                                                         |  | the
      Portfolio.                                                                                                                                                           |  |                         |  |                          |  |             |  |          
|(8)                                                                      |  | Average gross assets is defined as the average daily
      amount of all assets of Belrose Capital (including Belrose Capital's
      interest in Belvedere Company 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's controlled subsidiaries are
      reduced by the proportionate interest therein of investors other than
      Belrose Realty.                      
|(9)                                                                      |  | Annualized.                                                                                                                                                                    |  |                         |  |                          |  |             |  |          



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------



|9
|-

---



| | BELROSE CAPITAL FUND LLCas of September 30, 2005Notes 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, without audit, in accordance with accounting principles generally
accepted in the United States of America (GAAP) 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 GAAP have been
condensed or omitted as permitted by such rules and regulations. All
adjustments, consisting of normal recurring adjustments, have been included.
Management believes that the disclosures are adequate to present fairly the
financial position, results of operations, cash flows and financial highlights
as of the dates and for the periods presented. It is suggested that these
interim financial statements be read in conjunction with the financial
statements and the notes thereto included in the Funds latest annual report on
Form 10-K. Results for interim periods are not necessarily indicative of those
to be expected for the full fiscal year.

The balance
sheet at December 31, 2004 and the statement of changes in net assets and the
financial highlights for the year then ended have been derived from the December
31, 2004 audited financial statements but do not include all of the information
and footnotes required by GAAP for complete financial statements as permitted by
the instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2 Estate
Freeze

Shareholders
in Belrose 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 7.75% 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. 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
|--

---

The
allocation of Belrose Capitals net asset value per Share of $105.29 and $102.03
as of September 30, 2005 and December 31, 2004, respectively, between Preferred
and Common shares that have been restructured is as follows:

|                     |  | Per Share Value
      At |  | Per Share Value
      At
|-------------------- |  | ------------------------ |  | ------------------------
|                     |  | September 30,
      2005 |  | December 31,
      2004 
|                     |  |                         
|                     |  | Preferred                |  | Common                  
|Date of Contribution |  | Shares                   |  | Shares                  
|                    
|February 19, 2003    |  | $ 82.25                  |  | $ 23.04                 
|                    

3 Investment
Transactions

The
following table summarizes the Funds investment transactions, other than
short-term obligations, for the nine months ended September 30, 2005 and 2004:

|                                                                    |  |                    |  | Nine Months
      Ended  |  |  
|------------------------------------------------------------------- |  | ------------------ |  | ------------------------ |  | -
|                                                                    |  |                   
|Investment Transactions                                             |  | September 30, 2005 |  | September 30,
      2004
|                                                                   
|Decreases in investment in
      Belvedere Capital Fund Company LLC |  | $                  |  | 35,233,127               |  | $
|Acquisition of other real
      estate (1)                          |  | $                  |  | -                        |  | $
|Sale of other real estate
      (2)                                 |  | $                  |  | 5,210,288                |  | $
|Purchases of Partnership
      Preference Units (3)                 |  | $                  |  | 25,000,000               |  | $
|Sales of Partnership
      Preference Units (4)                     |  | $                  |  | 15,217,520               |  | $
|                                                                   

|(1) | On June 30, 2004 and
      August 4, 2004, Belrose Realty Corporation (Belrose Realty) purchased an
      indirect investment in real property through a controlled subsidiary,
      Deerfield Property Trust (Deerfield), for $9,339,576 and $153,230,072,
      respectively.                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | On April 6, 2005,
      Deerfield sold an industrial distribution property to a third party for
      which Belrose Realty recognized a loss of $152,242. On September 30, 2005,
      Deerfield sold a portion of its interest in property management contracts
      pertaining to properties of which the Fund does not own a direct or
      indirect interest for which Belrose Realty recognized a gain of
      $834,031.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | Purchases of Partnership Preference Units
      during the nine months ended September 30, 2004, include
      Partnership Preference Units purchased from real estate investment
      affiliates of other investment funds advised by Boston Management and
      Research (Boston Management). There were no Partnership Preference Units
      purchased from real estate investment affiliates of other investment funds
      advised by Boston Management for the nine months ended September 30,
      2005.
|   
|(4) | Sales of Partnership
      Preference Units for the nine months ended September 30, 2005 and 2004
      include Partnership Preference Units sold to the real estate investment
      affiliate of another investment fund advised by Boston Management for
      which a gain of $323,360 and $1,946,870 were recognized,
      respectively.                                                                                                                                                                      
|   

On October
14, 2005, Belrose Realty sold its majority interest in Bel Communities Property
Trust (Bel Communities) to the real estate investment affiliate of another fund
advised by Boston Management, for which a gain of $12,343,707 was recognized.

4 Indirect
Investment in the Portfolio

The
following table summarizes the Funds investment in Tax-Managed Growth Portfolio
(the Portfolio) through Belvedere Capital Fund Company LLC (Belvedere Company)
for the nine months ended September 30, 2005 and 2004, including allocations of
income, expenses and net realized and unrealized gains (losses) for the
respective periods then ended:



|11
|--

---

|                                                                            |  | Nine Months
      Ended 
|--------------------------------------------------------------------------- |  | ------------------------
|                                                                            |  |                         
|                                                                            |  | September 30,
      2005
|                                                                           
|Belvedere Companys
      interest in the Portfolio (1)                     |  | $                       
|The Funds investment in
      Belvedere Company (2)                        |  | $                       
|Income allocated to
      Belvedere Company from the Portfolio              |  | $                       
|Income allocated to the
      Fund from Belvedere Company                   |  | $                       
|Expenses allocated to
      Belvedere Company from the Portfolio            |  | $                       
|Expenses allocated to the
      Fund from Belvedere Company                 |  | $                       
|Net realized gain from
      investment transactions, securities sold short |  |                         
|and
      foreign currency transactions allocated to Belvedere Company      |  |                         
|from
      the Portfolio                                                    |  | $                       
|Net realized gain from
      investment transactions, securities sold short |  |                         
|and
      foreign currency transactions allocated to the Fund from          |  |                         
|Belvedere Company                                                           |  | $                       
|Net change in unrealized
      appreciation (depreciation) of investments,  |  |                         
|securities sold short and foreign currency allocated to
      Belvedere     |  |                         
|Company
      from the Portfolio                                            |  | $                       
|Net change in unrealized
      appreciation (depreciation) of investments,  |  |                         
|securities sold short and foreign currency allocated to the
      Fund from |  |                         
|Belvedere Company                                                           |  | $                       
|                                                                           

|(1) | As
      of September 30, 2005 and 2004, the value of Belvedere Companys interest
      in the Portfolio represents 69.3% and 65.9% of the Portfolios net assets,
      respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | As
      of September 30, 2005 and 2004, the Funds investment in Belvedere Company
      represents 13.6% and 14.0% of Belvedere Companys net assets,
      respectively.            
|   

A summary of
the Portfolios Statement of Assets and Liabilities at September 30, 2005,
December 31, 2004 and September 30, 2004 and its operations for the nine months
ended September 30, 2005, for the year ended December 31, 2004 and for the nine
months ended September 30, 2004 follows:

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Investments, at
      value           |  | $                        |  | 18,678,299,659          |  | $                       
|Other assets                          |  |                          |  | 34,063,419              |  |                         
|                                     
|Total assets                          |  | $                        |  | 18,712,363,078          |  | $                       
|                                     
|Securities sold short, at
      value |  | $                        |  | -                       |  | $                       
|Loan payable-Line of
      Credit     |  |                          |  | -                       |  |                         
|Management fee
      payable          |  |                          |  | 6,726,529               |  |                         
|Other
      liabilities               |  |                          |  | 435,227                 |  |                         
|                                     
|Total
      liabilities               |  | $                        |  | 7,161,756               |  | $                       
|                                     
|Net assets                            |  | $                        |  | 18,705,201,322          |  | $                       
|                                      |  |                         



|12
|--

---

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Dividends and
      interest          |  | $                        |  | 233,961,240             |  | $                       
|                                     
|Investment adviser
      fee          |  | $                        |  | 60,374,997              |  | $                       
|Other
      expenses                  |  |                          |  | 1,919,988               |  |                         
|Total expense
      reductions        |  |                          |  | (88,889)                |  |                         
|                                     
|Net expenses                          |  | $                        |  | 62,206,096              |  | $                       
|                                     
|Net investment
      income           |  | $                        |  | 171,755,144             |  | $                       
|Net realized gain
      from          |  |                          |  |                         |  |                         
|investment
      transactions,        |  |                          |  |                         |  |                         
|securities
      sold short and       |  |                          |  |                         |  |                         
|foreign
      currency transactions   |  |                          |  | 74,792,208              |  |                         
|Net change in
      unrealized        |  |                          |  |                         |  |                         
|appreciation
      (depreciation) of  |  |                          |  |                         |  |                         
|investments,
      securities sold    |  |                          |  |                         |  |                         
|short and
      foreign currency      |  |                          |  | 137,782,375             |  |                         
|                                     
|Net increase in net assets
      from |  |                          |  |                         |  |                         
|operations                            |  | $                        |  | 384,329,727             |  | $                       
|                                     

5 Interest
Rate Swap Agreements

Belrose
Capital has entered into interest rate swap agreements with Merrill Lynch
Capital Services, Inc. in connection with its real estate investments and the
associated borrowings. Under such agreements, 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. Interest rate
swap agreements in place at September 30, 2005 and December 31, 2004 are listed
below.

|          |  |                         |  |        |  |               |  |             |  |             |  |                                                                         |  |                         |  |                       
|--------- |  | ----------------------- |  | ------ |  | ------------- |  | ----------- |  | ----------- |  | ----------------------------------------------------------------------- |  | ----------------------- |  | ----------------------
|          |  | Notional                |  |        |  |               |  | Initial     |  |             |  |                                                                         |  | Unrealized Appreciation
|          |  | Amount                  |  |        |  |               |  | Optional    |  | Final       |  |                                                                         |  | (Depreciation)          |  |                       
|Effective |  | (000s                  |  | Fixed  |  | Floating      |  | Termination |  | Termination |  |                                                                        
|Date      |  | omitted)                |  | Rate   |  | Rate          |  | Date        |  | Date        |  | September 30,
      2005                       
      December 31, 2004
|          |  |                        
|10/03     |  | $         
      31,588 |  | 4.180% |  | LIBOR + 0.30% |  | 7/09        |  | 6/10        |  | $                                                                       |  | 1,001,641               |  | $       
      324,014
|10/03     |  | 37,943                  |  | 4.160% |  | LIBOR + 0.30% |  | 11/09       |  | 6/10        |  |                                                                         |  | 1,193,174               |  | 373,892               
|10/03     |  | 83,307                  |  | 4.045% |  | LIBOR + 0.30% |  | -           |  | 6/10        |  |                                                                         |  | 2,863,422               |  | 1,104,607             
|06/04     |  | 40,000                  |  | 4.875% |  | LIBOR + 0.00% |  | -           |  | 6/12        |  |                                                                         |  | (376,777)               |  | (1,246,374)           
|         
|Total     |  | $      
      192,838   |  |        |  |               |  |             |  |             |  | $                                                                       |  | 4,681,460               |  | $      
       556,139
|         

6 Debt

A Note
Payable  On June 1, 2005, Belrose Realty and the minority shareholder of
Katahdin Property Trust LLC (Katahdin) loaned $2,250,000 and $750,000,
respectively, to Katahdin. The note bears interest on the outstanding principal
amount at the rate of 8.75% per annum. There is no obligation to pay any
principal or interest until maturity on May 31, 2006, at which time the entire
outstanding principal balance of the note, plus all accrued unpaid interest
thereon is due and payable. At September 30, 2005, the principal amount
outstanding under the note due to Belrose Realty and the Katahdin minority
shareholder is $1,323,062 and $441,020, respectively. All balances and
transactions related to the note payable made by Belrose Realty have been
eliminated through consolidation of the financial statements.



|13
|--

---

B Credit
Facility  On October 14, 2005, Belrose Capital amended its credit agreement
with Merrill Lynch Mortgage Capital, Inc. to increase the amount available under
the revolving loan facility by $75,000,000 to an aggregate principal amount of
$132,000,000 under that arrangement. Borrowings under this credit arrangement
accrue interest at a rate of one-month LIBOR plus 0.38% per annum. As of
September 30, 2005, outstanding borrowings under this credit arrangement totaled
$55,000,000. As of October 14, 2005, outstanding borrowings totaled
$117,000,000. Belrose Capital used the proceeds from this borrowing to finance
the Funds investment in additional Partnership Preference Units.

There were
no changes to the terms of Belrose Capitals credit arrangement with DrKW
Holdings, Inc. As of September 30, 2005 and October 14, 2005, outstanding
borrowings under this credit arrangement totaled $216,000,000.

7 Segment
Information

Belrose
Capital pursues its investment objective primarily by investing indirectly in
the Portfolio through Belvedere Company. The Portfolio is a diversified
investment company that emphasizes investments in common stocks of domestic and
foreign growth companies that are considered by its investment adviser to be
high in quality and attractive in their long-term investment prospects. Separate
from its investment in Belvedere Company, Belrose Capital invests in real estate
assets through its subsidiary, Belrose Realty. Belrose Realty invests directly
in Partnership Preference Units and indirectly in real property through
controlled subsidiaries, Katahdin, Bel Communities, Deerfield and formerly
invested in Bel Apartment Properties Trust (for the period during which Belrose
Realty maintained an interest in each of the controlled
subsidiaries).

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 the
net change in unrealized appreciation (depreciation). 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:

|                                                           |  |   |  | Tax-Managed |  |   |  |             |  |   |  |            
|---------------------------------------------------------- |  | - |  | ----------- |  | - |  | ----------- |  | - |  | -----------
|For the Three
      Months Ended                           |  |   |  | Growth      |  |   |  | Real        |  |   |  |            
|September 30,
      2005                                   |  |   |  | Portfolio*  |  |   |  | Estate      |  |   |  | Total      
|                                                          
|Revenue                                                    |  | $ |  | 4,262,522   |  | $ |  | 17,020,133  |  | $ |  | 21,282,655 
|Interest expense on
      mortgages                        |  |   |  | -           |  |   |  | (6,123,056) |  |   |  | (6,123,056)
|Interest expense on Credit
      Facility                  |  |   |  | -           |  |   |  | (1,918,918) |  |   |  | (1,918,918)
|Operating
      expenses                                   |  |   |  | (318,085)   |  |   |  | (7,400,588) |  |   |  | (7,718,673)
|Minority interest in net
      income of controlled        |  |   |  |             |  |   |  |             |  |   |  |            
|subsidiaries                                               |  |   |  | -           |  |   |  | (787,853)   |  |   |  | (787,853)  
|                                                          
|Net
      investment income                                |  | $ |  | 3,944,437   |  | $ |  | 789,718     |  | $ |  | 4,734,155  
|Net realized
      gain                                    |  |   |  | 5,757,440   |  |   |  | 592,345     |  |   |  | 6,349,785  
|Net change in unrealized
      appreciation (depreciation) |  |   |  | 52,221,800  |  |   |  | 12,789,740  |  |   |  | 65,011,540 
|                                                          
|Net increase
      in net assets from operations of        |  |   |  |             |  |   |  |             |  |   |  |            
|reportable segments                                        |  | $ |  | 61,923,677  |  | $ |  | 14,171,803  |  | $ |  | 76,095,480 
|                                                          



|14
|--

---

|                                                                                                     |  | Tax-Managed |  |              |  |   |  |              |  |  
|---------------------------------------------------------------------------------------------------- |  | ----------- |  | ------------ |  | - |  | ------------ |  | -
|For the Three
      Months Ended                                                                     |  |             |  | Growth       |  |   |  | Real         |  |  
|September 30,
      2004                                                                             |  |             |  | Portfolio*   |  |   |  | Estate       |  |  
|                                                                                                    
|Revenue                                                                                              |  | $           |  | 3,709,281    |  | $ |  | 19,749,341   |  | $
|Interest expense on
      mortgages                                                                  |  |             |  | -            |  |   |  | (6,579,568)  |  |  
|Interest expense on Credit
      Facility                                                            |  |             |  | -            |  |   |  | (1,187,566)  |  |  
|Operating
      expenses                                                                             |  |             |  | (295,422)    |  |   |  | (11,855,387) |  |  
|Minority interest in net
      income of controlled                                                  |  |             |  |              |  |   |  |              |  |  
|subsidiaries                                                                                         |  |             |  | -            |  |   |  | (292,336)    |  |  
|                                                                                                    
|Net
      investment income (loss)                                                                   |  | $           |  | 3,413,859    |  | $ |  | (165,516)    |  | $
|Net realized
      gain                                                                              |  |             |  | 8,534        |  |   |  | 5,594,262    |  |  
|Net change in unrealized
      appreciation (depreciation)                                           |  |             |  | (39,334,050) |  |   |  | (13,673,342) |  |  
|                                                                                                    
|Net decrease
      in net assets from operations of                                                  |  |             |  |              |  |   |  |              |  |  
|reportable segments                                                                                  |  | $           |  | (35,911,657) |  | $ |  | (8,244,596)  |  | $
|                                                                                                    
|                                                                                                    
|                                                                                                     |  | Tax-Managed |  |              |  |   |  |              |  |  
|For the Nine
      Months Ended                                                                      |  |             |  | Growth       |  |   |  | Real         |  |  
|September 30,
      2005                                                                             |  |             |  | Portfolio*   |  |   |  | Estate       |  |  
|                                                                                                    
|Revenue                                                                                              |  | $           |  | 13,897,149   |  | $ |  | 52,587,657   |  | $
|Interest expense on
      mortgages                                                                  |  |             |  | -            |  |   |  | (18,439,398) |  |  
|Interest expense on Credit
      Facility                                                            |  |             |  | -            |  |   |  | (5,000,834)  |  |  
|Operating
      expenses                                                                             |  |             |  | (975,234)    |  |   |  | (23,637,037) |  |  
|Minority interest in net
      income of controlled                                                  |  |             |  |              |  |   |  |              |  |  
|subsidiaries                                                                                         |  |             |  | -            |  |   |  | (2,267,032)  |  |  
|                                                                                                    
|Net
      investment income                                                                          |  | $           |  | 12,921,915   |  | $ |  | 3,243,356    |  | $
|Net realized gain
      (loss)                                                                       |  |             |  | 6,968,140    |  |   |  | (400,000)    |  |  
|Net change in unrealized
      appreciation (depreciation)                                           |  |             |  | 12,691,884   |  |   |  | 43,513,770   |  |  
|                                                                                                    
|Net increase
      in net assets from operations of                                                  |  |             |  |              |  |   |  |              |  |  
|reportable segments                                                                                  |  | $           |  | 32,581,939   |  | $ |  | 46,357,126   |  | $
|                                                                                                    
|                                                                                                    
|                                                                                                     |  | Tax-Managed |  |              |  |   |  |              |  |  
|For the Nine
      Months Ended                                                                      |  |             |  | Growth       |  |   |  | Real         |  |  
|September 30,
      2004                                                                             |  |             |  | Portfolio*   |  |   |  | Estate       |  |  
|                                                                                                    
|Revenue                                                                                              |  | $           |  | 10,924,176   |  | $ |  | 56,283,822   |  | $
|Interest expense on
      mortgages                                                                  |  |             |  | -            |  |   |  | (19,738,667) |  |  
|Interest expense on Credit
      Facility                                                            |  |             |  | -            |  |   |  | (2,443,033)  |  |  
|Operating
      expenses                                                                             |  |             |  | (914,326)    |  |   |  | (27,854,888) |  |  
|Minority interest in net
      income of controlled                                                  |  |             |  |              |  |   |  |              |  |  
|subsidiaries                                                                                         |  |             |  | -            |  |   |  | (1,274,058)  |  |  
|                                                                                                    
|Net
      investment income                                                                          |  | $           |  | 10,009,850   |  | $ |  | 4,973,176    |  | $
|Net realized
      gain                                                                              |  |             |  | 8,798,135    |  |   |  | 1,750,929    |  |  
|Net change in unrealized
      appreciation (depreciation)                                           |  |             |  | 17,792       |  |   |  | (10,450,741) |  |  
|                                                                                                    
|Net increase
      (decrease) in net assets from                                                     |  |             |  |              |  |   |  |              |  |  
|operations of reportable segments                                                                    |  | $           |  | 18,825,777   |  | $ |  | (3,726,636)  |  | $
|                                                                                                    
|                                                                                                    
|*Belrose Capital invests indirectly in Tax-Managed Growth
      Portfolio through Belvedere Company. |  |             |  |             



|15
|--

---

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

|                                                                                                                                      |  |                     |  | Three Months
      Ended |  |                     |  | Nine Months
      Ended
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | ------------------------ |  | ------------------- |  | -----------------------
|                                                                                                                                      |  |                    
|                                                                                                                                      |  | September
      30, |  | September
      30,      |  | September
      30, |  | September
      30,    
|                                                                                                                                      |  |                     |  | 2005                     |  |                     |  | 2004                   
|                                                                                                                                      |  |                    
|Revenue:                                                                                                                              |  |                     |  |                          |  |                     |  |                        
|Revenue from
      reportable segments                                                                                                |  | $                   |  | 21,282,655               |  | $                   |  | 23,458,622             
|Unallocated
      amounts:                                                                                                            |  |                     |  |                          |  |                     |  |                        
|Interest earned on cash not invested                                                                                                  |  |                     |  |                          |  |                     |  |                        
|in the Portfolio or in
      subsidiaries                                                                                             |  |                     |  | 26,803                   |  |                     |  | 48,034                 
|                                                                                                                                      |  |                    
|Total
      revenue                                                                                                                   |  | $                   |  | 21,309,458               |  | $                   |  | 23,506,656             
|                                                                                                                                      |  |                    
|                                                                                                                                     
|                                                                                                                                      |  |                     |  | Three Months
      Ended |  |                     |  | Nine Months
      Ended
|                                                                                                                                      |  |                    
|                                                                                                                                      |  | September
      30, |  | September
      30,      |  | September
      30, |  | September
      30,    
|                                                                                                                                      |  |                     |  | 2005                     |  |                     |  | 2004                   
|                                                                                                                                      |  |                    
|Net increase (decrease) in
      net assets                                                                                           |  |                     |  |                          |  |                     |  |                        
|from
      operations:                                                                                                                |  |                     |  |                          |  |                     |  |                        
|Net increase
      (decrease) in net assets                                                                                           |  |                     |  |                          |  |                     |  |                        
|from operations of reportable                                                                                                         |  |                     |  |                          |  |                     |  |                        
|segments                                                                                                                              |  | $                   |  | 76,095,480               |  | $                   |  | (44,156,253)           
|Unallocated
      investment income:                                                                                                  |  |                     |  |                          |  |                     |  |                        
|Interest earned on cash not invested                                                                                                  |  |                     |  |                          |  |                     |  |                        
|in the Portfolio or in
      subsidiaries                                                                                             |  |                     |  | 26,803                   |  |                     |  | 48,034                 
|Unallocated
      expenses (1):                                                                                                       |  |                     |  |                          |  |                     |  |                        
|Distribution and servicing fees                                                                                                       |  |                     |  | (842,618)                |  |                     |  | (797,907)              
|Interest expense on Credit Facility                                                                                                   |  |                     |  | (639,639)                |  |                     |  | (260,686)              
|Audit, tax and legal fees                                                                                                             |  |                     |  | (35,148)                 |  |                     |  | (37,177)               
|Other operating expenses                                                                                                              |  |                     |  | (23,199)                 |  |                     |  | (25,361)               
|                                                                                                                                      |  |                    
|Net increase
      (decrease) in net assets                                                                                           |  |                     |  |                          |  |                     |  |                        
|from operations                                                                                                                       |  | $                   |  | 74,581,679               |  | $                   |  | (45,229,350)           
|                                                                                                                                      |  |                    
|(1)    Unallocated
      expenses represent costs incurred that pertain to the overall operation of
      Belrose Capital, and do not
|pertain to either operating segment.                                                                                                  |  |                     |  |                          |  |                     |  |                        

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

|                                                                                                     |  |   |  | Tax-Managed   |  |   |  |              |  |   |  |              
|---------------------------------------------------------------------------------------------------- |  | - |  | ------------- |  | - |  | ------------ |  | - |  | -------------
|                                                                                                     |  |   |  | Growth        |  |   |  | Real         |  |   |  |              
|At September
      30, 2005                                                                          |  |   |  | Portfolio*    |  |   |  | Estate       |  |   |  | Total        
|                                                                                                    
|Segment
      assets                                                                                 |  | $ |  | 1,756,128,722 |  | $ |  | 650,019,847  |  | $ |  | 2,406,148,569
|Segment
      liabilities                                                                            |  |   |  | 1,348,324     |  |   |  | 616,409,794  |  |   |  | 617,758,118  
|                                                                                                    
|                                                                                                    
|Net assets of
      reportable segments                                                              |  | $ |  | 1,754,780,398 |  | $ |  | 33,610,053   |  | $ |  | 1,788,390,451
|                                                                                                    
|                                                                                                    
|                                                                                                     |  |   |  | Tax-Managed   |  |   |  |              |  |   |  |              
|                                                                                                     |  |   |  | Growth        |  |   |  | Real         |  |   |  |              
|At December
      31, 2004                                                                           |  |   |  | Portfolio*    |  |   |  | Estate       |  |   |  | Total        
|                                                                                                    
|Segment
      assets                                                                                 |  | $ |  | 1,757,804,676 |  | $ |  | 574,172,316  |  | $ |  | 2,331,976,992
|Segment
      liabilities                                                                            |  |   |  | 3,958,764     |  |   |  | 589,131,572  |  |   |  | 593,090,336  
|                                                                                                    
|                                                                                                    
|Net assets
      (liabilities) of reportable segments                                                |  | $ |  | 1,753,845,912 |  | $ |  | (14,959,256) |  | $ |  | 1,738,886,656
|                                                                                                    
|*Belrose Capital invests indirectly in Tax-Managed Growth
      Portfolio through Belvedere Company. |  |   |  |              



|16
|--

---

|                                                |  |                                                                                                                                   |  | September 30,
      2005 |  | December 31,
      2004
|----------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ |  | -----------------------
|                                                |  |                                                                                                                                  
|Net
      assets:                               |  |                                                                                                                                   |  |                          |  |                        
|Net assets of reportable segments               |  | $                                                                                                                                 |  | 1,788,390,451            |  | $                      
|Unallocated amounts:                            |  |                                                                                                                                   |  |                          |  |                        
|Cash (1)                                        |  |                                                                                                                                   |  | 687,851                  |  |                        
|Short-term investments (1)                      |  |                                                                                                                                   |  | 3,522,673                |  |                        
|Loan payable  Credit Facility
      (2)        |  |                                                                                                                                   |  | (71,887,657)             |  |                        
|Payable to affiliate for distribution
      and |  |                                                                                                                                   |  |                          |  |                        
|servicing fees                                  |  |                                                                                                                                   |  | (553,062)                |  |                        
|Other liabilities                               |  |                                                                                                                                   |  | (273,583)                |  |                        
|                                                |  |                                                                                                                                  
|Net assets                                      |  | $                                                                                                                                 |  | 1,719,886,673            |  | $                      
|                                                |  |                                                                                                                                  
|                                               
|(1)                                             |  | Unallocated cash and short-term investments represent cash
      and cash equivalents not invested in the Portfolio or real      
|                                                |  | estate
      assets.                                                                                                              |  |                          |  |                        
|(2)                                             |  | Unallocated amount of loan payable - Credit Facility
      represents borrowings not specifically used to fund real
      estate 
|                                                |  | investments. Such borrowings are generally used to pay
      selling commissions, organization expenses and other
      liquidity
|                                                |  | needs of the
      Fund.                                                                                                          |  |                          |  |                        



|17
|--

---

Item
2. Managements Discussion and Analysis of Financial Condition (MD&A) 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.

MD&A and Results of Operations for the Quarter Ended September
30, 2005 Compared to the Quarter Ended September 30, 2004

Performance of the Fund.1The Funds investment objective is to achieve
long-term, after-tax returns for Shareholders. Eaton Vance Management (Eaton
Vance), as the Funds manager, measures the Funds success in achieving its
objective based on the investment returns of the Fund, using the S&P 500
Index as the Funds primary performance benchmark. The S&P 500 Index is a
broad-based unmanaged index of common stocks widely used as a measure of U.S.
stock market performance. Eaton Vances primary focus in pursuing total return
is on the Funds common stock portfolio, which consists of its indirect interest
in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the
Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere
Company). In measuring the performance of the Funds real estate investments,
Eaton Vance considers whether, through current returns and changes in valuation,
the real estate investments achieve returns that over the long-term exceed the
cost of the borrowings incurred to acquire such investments and thereby add to
Fund returns. The Fund has entered into interest rate swap agreements to fix a
substantial portion of the borrowing costs under the Credit Facility (described
under "Liquidity and Capital Resources" below) used to acquire equity in its
real estate investments and to mitigate in part the impact of interest rate
changes on the Funds net asset value.

The Funds
total return was 4.51% for the quarter ended September 30, 2005. This return
reflects an increase in the Funds net asset value per share from $100.75 to
$105.29 during the period. The total return of the S&P 500 Index was 3.60%
over the same period. The performance of the Fund exceeded that of the Portfolio
by approximately 0.84% during the period. Last year, the Fund had a total return
performance of -2.72% for the quarter ended September 30, 2004. This return
reflected a decrease in the Funds net asset value per share from $98.44 to
$95.77 during the period. The S&P 500 Index had a total return of -1.87%
over the same period. The performance of the Fund trailed that of the Portfolio
by approximately 0.68% during that period.

Performance of the Portfolio.For the quarter ended September 30, 2005,
the Portfolio had a total return of 3.67%, which compares to the 3.60% total
return of the S&P 500 Index over the same period. During the third quarter
of last year, the Portfolio had a total return of -2.04% and the S&P 500
Index had a total return of -1.87% . Following a lackluster first half, U.S.
equities posted modest gains for the third quarter of 2005. The spike in energy
costs, exacerbated by two catastrophic Gulf Coast hurricanes, began to weigh on
the resilient US consumer. However, an improving job market and continued
strength in capital spending helped keep the economy growing at a healthy pace.
For the period, energy and utility sectors continued to lead the market, while
small- and mid-cap stocks generally outperformed large-cap holdings. Also
notable, technology stocks reversed course and outperformed the
market.

Similar to
last quarter, defensive sectors such as utilities and health care performed the
best, while on average telecommunications and consumer discretionary stocks were
disappointing. Market leading industries included electric utilities, metals and
biotechnology, while diversified consumer services, chemicals, and wireless
telecommunication were among the worst performing industries.

|1 | Total returns are historical and are calculated by
      determining the percentage change in net asset value with all
      distributions reinvested. Past performance is no guarantee of future
      results. Investment return and principal value will fluctuate so that
      shares, when redeemed, may be worth more or less than their original cost.
      The Portfolios total return for the period reflects the total return of
      another fund that invests in the Portfolio, adjusted for non-Portfolio
      expenses of that fund. Performance is for the stated time period only and
      is not annualized; due to market volatility, the Funds current
      performance may be lower or higher. The performance of the Fund and the
      Portfolio is compared to that of their benchmark, the S&P 500 Index.
      It is not possible to invest directly in an Index.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 

18

---

The Portfolios large-cap growth focus was once again out of favor with the markets continued preference for value and smaller capitalization stocks. An underweight of the utilities
sector and an overweight of the underperforming consumer discretionary and industrials sectors also hurt returns. Sub-par performance of investments within the computers, machinery, and semiconductor industries was also disappointing.

On the positive side, continued emphasis of energy stocks and an underweight of the telecommunication services sector proved beneficial. Investments within commercial banks, health care services,
pharmaceuticals and staples industries were also positive.

Performance of Real Estate Investments.The Funds real estate investments are held through Belrose Realty
Corporation (Belrose Realty). As of September 30, 2005, real estate investments included three real estate joint ventures (Real Estate Joint Ventures), Bel Communities Property Trust (Bel Communities), Deerfield Property Trust (Deerfield) and
Katahdin Property Trust, LLC (Katahdin), and a portfolio of income-producing preferred equity securities in real estate operating partnerships (Partnership Preference Units). Bel Communities and Katahdin own multifamily properties and Deerfield owns
industrial distribution properties. As of September 30, 2005, the estimated fair value of the Funds real estate investments represented 25.8% of the Funds total assets on a consolidated basis. After adjusting for the minority interest in
the Real Estate Joint Ventures, the Funds real estate investments represented 29.1% of the Funds net assets as of September 30, 2005. On October 14, 2005, Belrose Realty sold Bel Communities to the real estate investment affiliate of
another investment fund advised by Boston Management and Research (Boston Management), recognizing a $12.3 million gain on the transaction.

During the quarter ended September 30, 2005, rental income from real estate operations was approximately $15.8 million compared to approximately $19.1 million for the quarter ended
September 30, 2004, a decrease of $3.3 million or 17%. This decrease in rental income was principally due to Belrose Realtys November 2004 sale of its interest in a multifamily Real Estate Joint Venture that provided 27% of the
consolidated rental income for the quarter ended September 30, 2004. The decline in rental income due to the sale of the multifamily Real Estate Joint Venture was offset in part by the rental income of Deerfield, which was acquired in June 2004. For
the quarter ended September 30, 2005, Deerfields rental income was negatively affected by a less favorable leasing environment than expected. During the quarter ended September 30, 2004, rental income increased due to income from the
industrial distribution properties acquired by Deerfield on June 30 and August 4, 2004 and an increase in income from continuing multifamily properties due to modest increases in apartment rental rates net of concessions.

During the quarter ended September 30, 2005, property operating expenses were approximately $6.4 million compared to approximately $10.7 million for the quarter ended September 30, 2004,
a decrease of $4.3 million or 40% (property operating expenses are before certain operating expenses of Belrose Realty of approximately $1.0 million for the quarter ended September 30, 2005 and $1.2 million for the quarter ended
September 30, 2004). The decrease in property operating expenses was principally due to the November 2004 asset sale referenced in the preceding paragraph, offset in part by the operating expenses of Deerfield, which was acquired in June 2004. For
the quarter ended September 30, 2005, Deerfields property operating expenses were in line with expectations. Property operating expenses for the quarter ended September 30, 2004 increased approximately 49% due principally to the expenses of
the industrial distribution properties acquired by Deerfield on June 30 and August 4, 2004, and also due to a 7% increase in property taxes and insurance expenses and a 5% increase in property and maintenance expenses for continuing multifamily
operations.

A pick-up in economic and employment growth is expected to lead to improved supply-demand balance in the apartment industry. For many industrial distribution properties, rent levels are expected
to see minimal growth over the near term. As a result, Boston Management expects that improvements in multifamily and industrial distribution property operating performance will occur over the longer term.

During the quarter ended September 30, 2005, the Fund saw net unrealized appreciation of the estimated fair value of its other real estate investments (which includes the Real Estate Joint
Ventures) of approximately $9.2 million compared to net unrealized depreciation of approximately $1.2 million during the quarter ended September 30, 2004. Net unrealized appreciation of approximately $9.2 million during the quarter ended
September 30, 2005 was due to increases in the estimated fair values of properties held by Katahdin, Deerfield and Bel Communities. For Katahdin and Bel Communities, increases in estimated fair values primarily were due to increased investor demand
for multifamily properties in certain markets experiencing increased condominium conversion activity. The Funds net unrealized depreciation for the quarter ended September 30, 2004 consisted of approximately $0.8 million of unrealized
depreciation due to certain legal and transaction costs associated with Deerfields acquisitions and approximately $0.4 million of net unrealized depreciation resulting from declines in estimated property values.

19

---

During the quarter ended September 30, 2005, Belrose Realty acquired interests in additional Partnership Preference Units for a total of $10.0 million. During the quarter ended September 30,
2005, the Fund saw net unrealized depreciation of the estimated fair value of its Partnership Preference Units of approximately $0.6 million compared to net unrealized depreciation of approximately$6.5million during
the quarter ended September 30, 2004. The net unrealized depreciation of approximately $0.6 million during the quarter ended September 30, 2005 resulted from decreases in the per unit values of Partnership Preference Units held, due primarily to
increasing long-term interest rates. The Funds net unrealized depreciation in the third quarter of 2004 of approximately $6.5 million resulted from the recharacterization of previously recorded unrealized appreciation to realized gains due
to sales of Partnership Preference Units.

Distributions from Partnership Preference Units for the quarter ended September 30, 2005 totaled approximately $1.1 million compared to approximately $0.7 million for the quarter ended
September 30, 2004, an increase of $0.4 million or 57%. The increase was due principally to more Partnership Preference Units held on average during the quarter, offset in part by lower average distribution rates for the Partnership Preference
Units held. The decrease in average distribution rates of Partnership Preference Units was primarily due to the restructuring of certain Partnership Preference Units (reflecting lower market rates for preferred securities) as they neared their
potential call dates. Distributions from Partnership Preference Units decreased for the quarter ended September 30, 2004 due to fewer Partnership Preference Units held on average, as well as lower average distribution rates for the Partnership
Preference Units held during the quarter.

Performance of Interest Rate Swap Agreements.For the quarter ended September 30, 2005, net realized and unrealized
gains on the Funds interest rate swap agreements totaled approximately $3.9 million, compared to net realized and unrealized losses of approximately $7.2 million for the quarter ended September 30, 2004. Net realized and unrealized
gains on swap agreements for the quarter ended September 30, 2005 consisted of $4.1 million of unrealized appreciation due to changes in swap agreement valuations offset in part by $0.2 million of periodic payments made pursuant to
outstanding swap agreements (and classified as net realized losses on interest rate swap agreements). For the quarter ended September 30, 2004, net realized and unrealized losses on swap agreements consisted of unrealized depreciation of $6.0
million on swap agreement valuation changes and $1.2 million of swap agreement periodic payments. The positive contribution to Fund performance for the quarter ended September 30, 2005 from changes in swap agreement valuations was attributable
to an increase in swap rates during the period for swaps with maturities comparable to those of the Funds swaps. The negative impact on Fund performance for the quarter ended September 30, 2004 from changes in swap agreement valuations was
attributable to a decrease in swap rates during the period.

MD&A and Results of Operations for the Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September 30, 2004

Performance of the Fund.The Funds total return was 4.55% for the nine months ended September 30, 2005. This
return reflects an increase in the Funds net asset value per share from $102.03 to $105.29 and a distribution of $1.29 per share during the period. The S&P 500 Index had a total return of 2.77% over the same period. The
performance of the Fund exceeded that of the Portfolio by approximately 2.43% during the period. Last year, the Fund had a total return performance of 0.73% for the nine months ended September 30, 2004. This return reflected a decrease in the
Funds net asset value per share from $95.84 to $95.77 and a distribution of $0.77 per share during the period. The S&P 500 Index had a total return of 1.51% over the same period. The performance of the Fund trailed that of the
Portfolio by 0.60% during that period.

Performance of the Portfolio.For the nine months ended September 30, 2005, the Portfolio had a total return of 2.12%,
which compares to the 2.77% total return of the S&P 500 Index over the same period. During the first nine months of last year, the Portfolio had a total return of 1.33% and the S&P 500 Index had a total return of 1.51% . Although consumer
and business spending and corporate earnings growth remained healthy during the first nine months of 2005, investor concerns about rising interest rates, a mounting trade deficit and record oil prices held back stock market performance. Equity
market leadership for the first nine months of 2005 can be characterized as commodity-driven, as well as defensive and interest rate sensitive. Higher yielding stocks generally outperformed more aggressive stocks, and small- and mid-cap stocks
generally outperformed large-cap stocks. Energy, utilities and health care were the strongest performing sectors, while telecommunications, consumer discretionary, and materials were the worst perfomers during the period.

The Portfolios sector allocation at September 30, 2005 remained comparable to that as of September 30, 2004, with a slight increase to the consumer staples, health care, and energy sectors
and a slight decrease to the information technology and financials sectors. During the nine months ended September 30, 2005, the Portfolios large-cap growth focus was once again out of favor with the markets continued preference for
value and smaller capitalization stocks. An underweight of

20

---

the utilities sector and an overweight of the consumer discretionary and financials during the period was also negative, as were investments within the lagging industrials multi-line retail and
insurance industries.

On the positive side, an overweight position in the energy sector helped the Portfolios performance, as investments within oil and gas exploration, storage and transportation companies
advanced on record oil prices. The Portfolios underweight of the information technology and materials sectors was also helpful, as electronic equipment, software and chemical industries declined during the first nine months of 2005. The
Portfolio also benefited from investments within diversified telecommunication, mortgage-thrift and media industries.

Performance of Real Estate Investments.During the nine months ended September 30, 2005, rental income from real estate
operations was approximately $46.3 million compared to approximately $51.6 million for the nine months ended September 30, 2004, a decrease of $5.3 million or 10%. This decrease in rental income from real estate operations was
principally due to Belrose Realtys November 2004 sale of its interest in a multifamily Real Estate Joint Venture that provided 30% of consolidated rental income for the nine months ended September 30, 2004, offset in part by rental income of
Deerfield, which was acquired in 2004. For the nine months ended September 30, 2005, Deerfields rental income was negatively affected by a less favorable leasing environment than expected. For the nine months ended September 30, 2004 rental
income from real estate operations increased due to income from the industrial distribution properties acquired by Deerfield on June 30 and August 4, 2004, as well as modest increases in apartment rental rates net of concessions.

During the nine months ended September 30, 2005, property operating expenses were approximately $20.3 million compared to approximately $25.1 million for the nine months ended September
30, 2004, a decrease of $4.8 million or 19% (property operating expenses are before certain operating expenses of Belrose Realty of approximately $3.4 million for the nine months ended September 30, 2005 and $2.8 million for the nine
months ended September 30, 2004). This decrease in property operating expenses was principally due to the November 2004 asset sale referenced in the preceding paragraph, offset in part by the operating expenses of Deerfield, which was acquired in
June 2004. For the nine months ended September 30, 2005, Deerfields property operating expenses were in line with expectations. For the nine months ended September 30, 2004, property operating expenses increased principally due to the expenses
of the industrial distribution properties acquired by Deerfield on June 30 and August 4, 2004.

The estimated fair value of the real properties indirectly held through Belrose Realty was approximately $552.1 million at September 30, 2005 compared to approximately $496.8 million at
December 31, 2004, an increase of $55.3 million or 11%. This net increase in the estimated fair value of the real properties for the nine months ended September 30, 2005 was principally due to increases in the net values of properties held by
Belrose Realtys multifamily and industrial Real Estate Joint Ventures. In the case of multifamily properties, this increase is attributable in part to increased investor demand for multifamily properties in certain markets experiencing
increased condominium conversion activity. Despite weak operating conditions over the past several years, property values have increased as lower near-term property earnings expectations have generally been offset by lower capitalization and
discount rates applied in valuing the properties. On October 14, 2005, Belrose Realty sold Bel Communities to the real estate affiliate of another investment fund advised by Boston Management, recognizing a $12.3 million gain on the
transaction.

During the nine months ended September 30, 2005, the Fund saw net unrealized appreciation in the estimated fair value of its other real estate investments (which includes the Real Estate Joint
Ventures) of approximately $38.4 million compared to approximately $0.1 million of unrealized depreciation for the nine months ended September 30, 2004, an increase of $38.5 million. Net unrealized appreciation of $38.4 million
during the nine months ended September 30, 2005 was due to increases in the estimated fair values of properties held by Katahdin, Deerfield and Bel Communities. The Funds net unrealized depreciation in the estimated fair value of its other
real estate investments for the nine months ended September 30, 2004 was due to modest net depreciation in the value of Belrose Realtys interests in the Real Estate Joint Ventures and certain legal and transaction costs associated with the
Deerfield acquisitions.

During the nine months ended September 30, 2005, Belrose Realty sold certain of its Partnership Preference Units totaling $15.2 million (representing sales to the real estate investment
affiliates of other investment funds advised by Boston Management), recognizing gains of approximately $0.3 million on the transactions. During the nine months ended September 30, 2005, Belrose Realty also acquired interests in additional
Partnership Preference Units for a total of $25.0 million. At September 30, 2005, the estimated fair value of Belrose Realtys Partnership Preference Units totaled approximately $70.7 million compared to approximately $59.6 million
at December 31, 2004, an increase of $11.1 million or 19%. This net increase in the estimated fair value of Belrose Realtys Partnership Preference Units for the nine months ended September 30, 2005 was principally due to more Partnership
Preference Units held and increases in the average per unit values of the Partnership Preference Units. Prior to the third quarter of 2005, estimated fair values for Partnership

21

---

Preference
Units had been positively affected by low long-term interest rates and by tight
spreads for credit-sensitive income securities, including real estate-related
securities. As discussed above, per unit values decreased during the quarter
ended September 30, 2005 as a result of an increase in long-term interest
rates.

The Fund saw
net unrealized appreciation in the estimated fair value of its Partnership
Preference Units of approximately $1.0 million during the nine months ended
September 30, 2005 compared to net unrealized depreciation of approximately $8.1
million for the nine months ended September 30, 2004. The unrealized
appreciation of approximately $1.0 million during the nine months ended
September 30, 2005 consisted of approximately $0.9 million of unrealized
appreciation as a result of increases in average per unit values of the
Partnership Preference Units held and approximately $0.1 million of unrealized
appreciation resulting from the recharacterization of previously recorded
unrealized depreciation as realized losses due to the sales of Partnership
Preference Units during the nine months ended September 30, 2005. The Funds net
unrealized depreciation for the first nine months of 2004 consisted of
approximately $2.3 million of unrealized depreciation as a result of decreases
in average per unit values of the Partnership Preference Units held and
approximately $5.8 million of unrealized depreciation resulting from the
recharacterization of previously recorded unrealized appreciation to realized
gains due to sales of Partnership Preference Units during the nine months ended
September 30, 2004.

Distributions from Partnership Preference Units for the nine
months ended September 30, 2005 totaled approximately $3.4 million compared to
approximately $4.6 million for the nine months ended September 30, 2004, a
decrease of $1.2 million or 26%. The decrease in the distributions from
Partnership Preference Units for the nine months ended September 30, 2005 was
principally due to lower average distribution rates. The decrease in average
distribution rates of Partnership Preference Units was primarily due to the
restructuring of cerain Partnership Preference Units (reflecting lower market
rates for preferred securities) as they neared potential call. Distributions
from Partnership Preference Units increased during the first nine months of 2004
due to a larger number of Partnership Preference Units held on average and a
one-time special distribution from one issuer made in connection with a
restructuring of its Partnership Preference Units during the period.

Performance of Interest Rate Swap Agreements.For the nine months ended September 30, 2005, net realized and
unrealized gains on the Funds interest rate swap agreements totaled
approximately $2.7 million, compared to net realized and unrealized losses of
approximately $5.5 million for the nine months ended September 30, 2004. Net
realized and unrealized gains on swap agreements for the nine months ended
September 30, 2005 consisted of $4.1 million of unrealized appreciation due to
changes in swap agreement valuations offset in part by $1.4 million of periodic
payments made pursuant to outstanding swap agreements (and classified as net
realized losses on interest rate swap agreements). For the nine months ended
September 30, 2004, net realized and unrealized losses on swap agreements
consisted of unrealized depreciation of $2.3 million on swap agreement valuation
changes and $3.2 million of swap agreement periodic payments. The positive
contribution to Fund performance for the nine months ended September 30, 2005
from changes in swap agreement valuations was attributable to an increase in
swap rates during the period for swaps with maturities comparable to those of
the Funds swaps. The negative impact on Fund performance for the nine months
ended September 30, 2004 from changes in swap agreement valuations was
attributable to a decrease in swap rates during the period.



|Liquidity and Capital
  Resources.
|----------------------------------

Outstanding Borrowings.The Fund has entered into credit arrangements with
DrKW Holdings, Inc. and Merrill Lynch Mortgage Capital, Inc. (collectively, the
Credit Facility) primarily to finance the Funds real estate investments and
will continue to use the Credit Facility for such purpose in the future. The
Credit Facility may also be used for other purposes, including any liquidity
needs of the Fund. In the future, the Fund may increase the size of the Credit
Facility (subject to lender consent) and the amount of outstanding borrowings
thereunder. As of September 30, 2005, the Fund had outstanding borrowings of
$271.0 million and $1.3 million of unused loan commitments under the Credit
Facility.

On October
14, 2005, the Fund amended its arrangement with Merrill Lynch Mortgage
Capital, Inc. increasing the amount available thereunder by $75 million and
bringing the aggregate principal amount of borrowings under the Credit Facility
to $333 million.

The Fund has
entered into interest rate swap agreements with respect to a substantial portion
of its real estate investments and associated borrowings. Pursuant to these
agreements, the Fund makes periodic payments to the counterparty at
predetermined fixed rates in exchange for floating-rate payments that fluctuate
with one and three month LIBOR. During the terms of the outstanding interest
rate swap agreements, changes in the underlying values of the agreements are
recorded as unrealized appreciation or depreciation. As of September 30, 2005,
the unrealized appreciation related to the interest rate swap agreements was
approximately $4.7 million. As of December 31, 2004, the unrealized appreciation
related to the interest rate swap agreements was approximately $0.6
million.

22

---

Item
3. Quantitative and Qualitative Disclosures About Market
Risk.

Interest Rate Risk.The Funds primary exposure to interest rate risk
arises from its real estate investments that are financed by the Fund with
floating rate borrowings under the Credit Facility and by fixed-rate secured
mortgage debt obligations of the Real Estate Joint Ventures. Partnership
Preference Units are fixed rate instruments whose values will generally decrease
when interest rates rise and increase when interest rates fall. The interest
rates on borrowings under the Credit Facility are reset at regular intervals
based on one-month LIBOR. The Fund has entered into interest rate swap
agreements to fix the cost of a substantial portion of its borrowings under the
Credit Facility used to acquire equity in real estate investments and to
mitigate in part the impact of interest rate changes on the Funds net asset
value. Under the terms of the interest rate swap agreements, the Fund makes cash
payments at fixed rates in exchange for floating rate payments that fluctuate
with one and three month LIBOR. The Funds interest rate swap agreements will
generally increase in value when interest rates rise and decrease in value when
interest rates fall. In the future, the Fund may use other interest rate hedging
arrangements (such as caps, floors and collars) to fix or limit borrowing costs.
The use of interest rate hedging arrangements is a specialized activity that can
expose the Fund to significant loss.

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



|Interest Rate SensitivityCost, Principal (Notional)
      Amountby
      Contractual Maturity and Callable Datefor the Twelve Months Ended September
      30,*
|---------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                  |  |       |  |      |  |              |  |              |  |              |  | Estimated    
|--------------------------------- |  | ----- |  | ---- |  | ------------ |  | ------------ |  | ------------ |  | -------------
|                                  |  |       |  |      |  |              |  |              |  |              |  | Fair Value as
|                                  |  | 2006- |  |      |  |              |  |              |  |              |  | of Septem-   
|                                  |  | 2008  |  | 2009 |  | 2010         |  | Thereafter   |  | Total        |  | ber 30, 2005 
|                                 
|Rate sensitive
      liabilities: |  |       |  |      |  |              |  |              |  |              |  |              
|                                  |  |      
|Long-term
      debt:             |  |       |  |      |  |              |  |              |  |              |  |              
|                                  |  |      
|Fixed-rate
      mortgages        |  |       |  |      |  |              |  | $359,850,000 |  | $359,850,000 |  | $384,200,000 
|Average interest
      rate       |  |       |  |      |  |              |  | 6.67%        |  | 6.67%        |  |              
|                                  |  |      
|Variable-rate
      Credit        |  |       |  |      |  |              |  |              |  |              |  |              
|Facility                          |  |       |  |      |  | $271,000,000 |  |              |  | $271,000,000 |  | $271,000,000 
|Average interest
      rate       |  |       |  |      |  | 4.18%        |  |              |  | 4.18%        |  |              
|                                 
|Rate sensitive
      derivative   |  |       |  |      |  |              |  |              |  |              |  |              
|financial
      instruments:      |  |       |  |      |  |              |  |              |  |              |  |              
|                                  |  |      
|Pay fixed/receive
      variable  |  |       |  |      |  |              |  |              |  |              |  |              
|interest
      rate swap          |  |       |  |      |  |              |  |              |  |              |  |              
|agreements                        |  |       |  |      |  | $152,837,500 |  | $40,000,000  |  | $192,837,500 |  | $4,681,460   
|Average pay
      rate            |  |       |  |      |  | 4.10%        |  | 4.88%        |  | 4.26%        |  |              
|Average receive
      rate        |  |       |  |      |  | 4.16%        |  | 4.07%        |  | 4.14%        |  |              
|                                 
|Rate
      sensitive              |  |       |  |      |  |              |  |              |  |              |  |              
|investments:                      |  |       |  |      |  |              |  |              |  |              |  |              
|                                  |  |      
|Fixed-rate
      Partnership      |  |       |  |      |  |              |  |              |  |              |  |              
|Preference
      Units:           |  |       |  |      |  |              |  |              |  |              |  |              
|                                  |  |      

23

---

|                                                                                                                            |  |       |  |             |  |             |  |            |  |             |  | Estimated    
|--------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ----------- |  | ----------- |  | ---------- |  | ----------- |  | -------------
|                                                                                                                            |  |       |  |             |  |             |  |            |  |             |  | Fair Value as
|                                                                                                                            |  | 2006- |  |             |  |             |  |            |  |             |  | of Septem-   
|                                                                                                                            |  | 2008  |  | 2009        |  | 2010        |  | Thereafter |  | Total       |  | ber 30, 2005 
|                                                                                                                            |  |      
|                                                                                                                           
|Essex Portfolio, L.P.,                                                                                                      |  |       |  |             |  |             |  |            |  |             |  |              
|7.875% Series B                                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|Cumulative Redeemable                                                                                                       |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units,
      Callable                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|12/31/09, Current Yield:                                                                                                    |  |       |  |             |  |             |  |            |  |             |  |              
|7.68%                                                                                                                       |  |       |  |             |  | $11,370,510 |  |            |  | $11,370,510 |  | $11,536,245  
|                                                                                                                           
|Essex Portfolio,
L.P.,                                                                                                      |  |       |  |             |  |             |  |            |  |             |  |              
|7.875% Series D                                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|Cumulative Redeemable                                                                                                       |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units, Callable                                                                                                   |  |       |  |             |  |             |  |            |  |             |  |              
|7/28/10, Current
    Yield:                                                                                                 |  |       |  |             |  |             |  |            |  |             |  |              
|7.62%                                                                                                                       |  |       |  |             |  | $12,642,150 |  |            |  | $12,642,150 |  | $12,923,050  
|                                                                                                                           
|Liberty Property
      Limited                                                                                              |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, 7.45%
      Series                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|B Cumulative
      Redeemable                                                                                               |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units,
      Callable                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|8/31/09, Current Yield:                                                                                                     |  |       |  |             |  |             |  |            |  |             |  |              
|7.23%                                                                                                                       |  |       |  | $12,950,600 |  |             |  |            |  | $12,950,600 |  | $12,875,000  
|                                                                                                                           
|MHC Operating
      Limited                                                                                                 |  |       |  |             |  |             |  |            |  |             |  |              
|Partnership, 8.0625%                                                                                                        |  |       |  |             |  |             |  |            |  |             |  |              
|Series D Cumulative                                                                                                         |  |       |  |             |  |             |  |            |  |             |  |              
|Redeemable Perpetual                                                                                                        |  |       |  |             |  |             |  |            |  |             |  |              
|Preference Units,
      Callable                                                                                            |  |       |  |             |  |             |  |            |  |             |  |              
|3/24/10, Current Yield:                                                                                                     |  |       |  |             |  |             |  |            |  |             |  |              
|7.94%                                                                                                                       |  |       |  |             |  | $15,000,000 |  |            |  | $15,000,000 |  | $15,240,000  
|                                                                                                                           
|PSA Institutional
    Partners,                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|L.P., 6.4% Series NN                                                                                                        |  |       |  |             |  |             |  |            |  |             |  |              
|Cumulative Redeemable                                                                                                       |  |       |  |             |  |             |  |            |  |             |  |              
|Perpetual Preferred
    Units,                                                                                              |  |       |  |             |  |             |  |            |  |             |  |              
|Callable 3/17/10,
      Current                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|Yield: 6.54%                                                                                                                |  |       |  |             |  | $8,013,984  |  |            |  | $8,013,984  |  | $8,078,400   
|                                                                                                                           
|Vornado Realty, L.P.,                                                                                                       |  |       |  |             |  |             |  |            |  |             |  |              
|6.75% Series D-14                                                                                                           |  |       |  |             |  |             |  |            |  |             |  |              
|Cumulative Redeemable                                                                                                       |  |       |  |             |  |             |  |            |  |             |  |              
|Preferred Units,
      Callable                                                                                             |  |       |  |             |  |             |  |            |  |             |  |              
|9/9/10, Current
Yield:                                                                                                      |  |       |  |             |  |             |  |            |  |             |  |              
|6.72%(1)                                                                                                                    |  |       |  |             |  | $10,000,000 |  |            |  | $10,000,000 |  | $10,037,222  
|                                                                                                                           
|                                                                                                                           
|*  The amounts listed reflect the Funds positions as of
      September 30, 2005. The Funds current positions may differ.
|                                                                                                                           
|(1) Belrose Realtys interest in these Partnership Preference
      Units is held through Belvorn Holdings LLC.             |  |      
|Item 4. Controls and
      Procedures.                                                                                      |  |       |  |             |  |             |  |            |  |            

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

24

---

Disclosure Controls and Procedures. Eaton Vance, as the Funds
manager, evaluated the effectiveness of the Funds disclosure controls and
procedures (as defined by Rule 13a-15(e) of the 1934 Act) as of the end of the
period covered by this report, with the participation of the Funds Chief
Executive Officer and Chief Financial Officer. The Funds disclosure controls
and procedures are the controls and other procedures that the Fund designed to
ensure that it records, processes, summarizes and reports in a timely manner the
information that the Fund must disclose in reports that it files or submits to
the Securities and Exchange Commission. Based on that evaluation, the Funds
Chief Executive Officer and Chief Financial Officer concluded that, as of
September 30, 2005, the Funds disclosure controls and procedures were
effective.

Internal Control Over Financial Reporting. There were no changes in the
Funds internal control over financial reporting that occurred during the
quarter ended September 30, 2005 that have materially affected or are reasonably
likely to materially affect the Funds internal control over financial
reporting.

PART II.
OTHER INFORMATION

Item
1. Legal Proceedings.

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

Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.

As described
in the Funds Annual Report on Form 10-K for the year ended December 31, 2004,
shares of the Fund may be redeemed by Fund Shareholders on any business day.
Redemptions are met at the net asset value per share of the Fund (less any
applicable redemption fee). The right to redeem is available to all Shareholders
and all outstanding Fund shares are eligible (except for shares subject to an
estate freeze election as described in Item 5 of the Funds Annual Report on
Form 10-K for the fiscal year ending December 31, 2004). During each month in
the quarter ended September 30, 2005, the total number of shares redeemed and
the average price paid per share were as follows:

Total No. of Shares
    
    Average Price PaidMonth Ended
    
    Redeemed(1)
    
    Per ShareJuly 31, 2005
    
    36,175.970
    
    $104.87August 31,
      2005
    
    39,504.418
    
    $104.21September 30,
      2005
    
    32,955.421
    
    $103.77Total
    
    108,635.809
    
    $104.08


|(1) | All
      shares redeemed during the periods were redeemed at the option of
      Shareholders pursuant to the Funds redemption policy. The Fund has not
      announced any plans or programs to repurchase shares other than at the
      option of shareholders.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Item
3. Defaults Upon Senior Securities.

None.

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

No matters
were submitted to a vote of security holders during the three months ended
September 30, 2005.

Item
5. Other Information.

None.

25

---

|Item 6. |  | Exhibits and Reports on Form
      8-K:                                       
|------- |  | ------------------------------------------------------------------------------
|       
|(a)     |  | The following is a list of
      all exhibits filed as part of this Form 10-Q:

|31.1 |  | Certification Pursuant to  18  U.S.C. Section  1350,  as Adopted Pursuant to
      Section  302  of the Sarbanes-Oxley Act of  2002
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                    
|31.2 |  | Certification Pursuant to  18  U.S.C. Section  1350,  as Adopted Pursuant to
      Section  302  of the Sarbanes-Oxley Act of  2002
|     |  |                                                                                                                                    
|32.1 |  | Certification Pursuant to  18  U.S.C. Section  1350,  as Adopted Pursuant to
      Section  906  of the Sarbanes-Oxley Act of  2002
|     |  |                                                                                                                                    
|32.2 |  | Certification Pursuant to  18  U.S.C. Section  1350,  as Adopted Pursuant to
      Section  906  of the Sarbanes-Oxley Act of  2002
|     |  |                                                                                                                                    
|(b)  |  | Reports on Form 8-K:                                                                                                               
|     |  |                                                                                                                                    
|     |  | None.                                                                                                                              

26

---



|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 November 9, 2005.



|BELROSE CAPITAL FUND LLC
|------------------------



| | /s/
      Michelle A. GreenMichelle A. GreenChief Financial Officer(Duly Authorized Officer
      andPrincipal Financial
Officer)
| | ---------------------------------------------------------------------------------------------------------------------------------

27

---

| | EXHIBIT
      INDEX
| | -------------------

|31.1 | Certification Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley
      Act of 2002
|---- | -----------------------------------------------------------------------------------------------------------------------------------
|    
|31.2 | Certification Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley
      Act of 2002
|    
|32.1 | Certification Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley
      Act of 2002
|    
|32.2 | Certification Pursuant to 18 U.S.C.
      Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley
      Act of 2002
|    

28

---