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 ended March 31, 2005

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                For the transition period from _________ to _____________

                          Commission File No. 000-50258
                                              ---------

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


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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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
                                       ---       ---
<PAGE>
                            BELROSE CAPITAL FUND LLC
                               Index to Form 10-Q

                                                                           Page
PART I      FINANCIAL INFORMATION........................................... 1

Item 1.     Financial Statements............................................ 1

            Condensed Consolidated Statements of Assets and Liabilities
            as of March 31, 2005 (Unaudited) and December 31, 2004.......... 3

            Condensed Consolidated Statements of Operations (Unaudited)
            for the Three Months Ended March 31, 2005 and 2004.............. 4

            Condensed Consolidated Statements of Changes in Net Assets
            for the Three Months Ended March 31, 2005 (Unaudited) and
            the Year Ended December 31, 2004................................ 6

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            for the Three Months Ended March 31, 2005 and 2004.............. 7

            Financial Highlights (Unaudited) for the Three Months Ended
            March 31, 2005.................................................. 9

            Notes to Condensed Consolidated Financial Statements as of
            March 31, 2005 (Unaudited)......................................10

Item 2.     Management's Discussion and Analysis of Financial Condition
            (MD&A) and Results of Operations................................15

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

Item 4.     Controls and Procedures.........................................20

PART II     OTHER INFORMATION...............................................20

Item 1.     Legal Proceedings...............................................20

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.....20

Item 3.     Defaults Upon Senior Securities.................................21

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

Item 5.     Other Information...............................................21

Item 6.     Exhibits........................................................21

SIGNATURES..................................................................22

EXHIBIT INDEX...............................................................23
<PAGE>
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
--------------------------------------------------------------------------------

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities
<TABLE>
<CAPTION>

                                                                                         March 31, 2005           December 31,
                                                                                           (Unaudited)                2004
                                                                                     ------------------------  -------------------
<S>                                                                                       <C>                    <C>
Assets:
 Investment in Belvedere Capital Fund Company LLC (Belvedere Company)                     $ 1,710,328,336        $ 1,757,804,676
 Investment in Partnership Preference Units                                                    75,355,958             59,581,395
 Investment in other real estate                                                              527,614,027            498,389,878
 Short-term investments                                                                         3,068,000                721,000
                                                                                     ------------------------  -------------------
Total investments                                                                         $ 2,316,366,321        $ 2,316,496,949
 Cash                                                                                           6,686,654              5,348,786
 Escrow deposits - restricted                                                                   2,164,240              2,160,740
 Open interest rate swap agreements, at value                                                   5,310,344                556,139
 Distributions and interest receivable                                                                255                    343
 Other assets                                                                                   7,876,546              8,505,884
                                                                                     ------------------------  -------------------
Total assets                                                                              $ 2,338,404,360        $ 2,333,068,841
                                                                                     ------------------------  -------------------

Liabilities:
 Loan payable - Credit Facility                                                           $   270,000,000        $   236,000,000
 Mortgages payable                                                                            359,850,000            359,850,000
 Payable for Fund Shares redeemed                                                                       -              3,958,764
 Security deposits                                                                              1,438,594              1,443,878
 Swap interest payable                                                                            518,292                 46,549
 Accrued expenses:
  Interest expense                                                                              2,178,189              2,166,072
  Property taxes                                                                                1,450,902              1,188,106
  Other expenses and liabilities                                                                4,416,630              4,354,953
 Minority interests in controlled subsidiaries                                                 37,037,941             29,833,094
                                                                                     ------------------------  -------------------
Total liabilities                                                                         $   676,890,548        $   638,841,416
                                                                                     ------------------------  -------------------

Net assets                                                                                $ 1,661,513,812        $ 1,694,227,425

                                                                                     ------------------------  -------------------
Shareholders' Capital                                                                     $ 1,661,513,812        $ 1,694,227,425
                                                                                     ------------------------  -------------------

Shares outstanding                                                                             16,610,209             16,604,562
                                                                                     ------------------------  -------------------

Net asset value and redemption price per Share                                            $        100.03        $        102.03
                                                                                     ------------------------  -------------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                     Three Months             Three Months
                                                                                        Ended                     Ended
                                                                                    March 31, 2005           March 31, 2004
                                                                                -----------------------   ----------------------
<S>                                                                                   <C>                      <C>
Investment Income:
 Dividends allocated from Belvedere Company
  (net of foreign taxes of $68,064 and $69,016, respectively)                         $  7,066,692             $  5,768,065
 Interest allocated from Belvedere Company                                                  51,809                   27,983
 Expenses allocated from Belvedere Company                                              (2,570,773)              (2,500,325)
                                                                                -----------------------   ----------------------
 Net investment income allocated from Belvedere Company                               $  4,547,728             $  3,295,723
 Rental income                                                                          15,213,128               16,210,789
 Distributions from Partnership Preference Units                                         1,112,391                2,774,410
 Interest                                                                                   82,446                   59,187
                                                                                -----------------------   ----------------------
Total investment income                                                               $ 20,955,693             $ 22,340,109
                                                                                -----------------------   ----------------------

Expenses:
 Investment advisory and administrative fees                                          $  1,451,882             $  1,407,583
 Property management fees                                                                  565,923                  646,527
 Distribution and servicing fees                                                           795,626                  821,760
 Interest expense on mortgages                                                           6,126,770                6,579,441
 Interest expense on Credit Facility                                                     1,830,236                  740,230
 Property and maintenance expenses                                                       4,965,674                4,459,360
 Property taxes and insurance                                                            2,130,282                2,030,202
 Miscellaneous                                                                             608,228                  152,447
                                                                                -----------------------   ----------------------
Total expenses                                                                        $ 18,474,621             $ 16,837,550
Deduct-
 Reduction of investment advisory and administrative fees                                  410,790                  410,995
                                                                                -----------------------   ----------------------
Net expenses                                                                          $ 18,063,831             $ 16,426,555
                                                                                -----------------------   ----------------------
Net investment income before minority interests in net income of
 controlled subsidiaries                                                              $  2,891,862             $  5,913,554
Minority interests in net income of controlled subsidiaries                               (205,899)                (473,208)
                                                                                -----------------------   ----------------------
Net investment income                                                                 $  2,685,963             $  5,440,346
                                                                                -----------------------   ----------------------
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)
<TABLE>
<CAPTION>
                                                                                     Three Months              Three Months
                                                                                         Ended                     Ended
                                                                                    March 31, 2005            March 31, 2004
                                                                                 --------------------      --------------------
<S>                                                                                  <C>                     <C>
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)                                          $  (1,016,998)          $    6,066,514
 Investment transactions in Partnership
  Preference Units (identified cost basis)                                                       -                3,048,719
 Interest rate swap agreements (1)                                                        (699,274)                (995,428)
                                                                                 --------------------      --------------------
Net realized (loss) gain                                                             $  (1,716,272)          $    8,119,805
                                                                                 --------------------      --------------------

Change in unrealized appreciation (depreciation) -
 Investments, securities sold short and foreign currency allocated
  from Belvedere Company (identified cost basis)                                     $ (39,817,107)          $   24,802,728
 Investments in Partnership Preference Units
  (identified cost basis)                                                                  774,563               (3,836,606)
 Investments in other real estate (net of minority interests in
  unrealized appreciation (depreciation) of controlled subsidiaries
  of $6,754,025 and $(1,019,085), respectively)                                         21,623,959                  349,224
 Interest rate swap agreements                                                           4,754,205               (4,364,327)
                                                                                 --------------------      --------------------
Net change in unrealized appreciation (depreciation)                                 $ (12,664,380)           $  16,951,019
                                                                                 --------------------      --------------------

Net realized and unrealized (loss) gain                                              $ (14,380,652)           $  25,070,824
                                                                                 --------------------      --------------------

Net (decrease) increase in net assets from operations                                $ (11,694,689)           $  30,511,170
                                                                                 ====================      ====================
</TABLE>
(1)  Amounts  represent  periodic payments made in connection with interest rate
     swap agreements (Note 5).

       See notes to unaudited condensed consolidated financial statements

                                       5
<PAGE>
BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                           Three Months
                                                                                              Ended               Year Ended
                                                                                          March 31, 2005         December 31,
                                                                                           (Unaudited)               2004
                                                                                       ---------------------  --------------------
<S>                                                                                       <C>                    <C>
Increase (Decrease) in Net Assets:
 Net investment income                                                                    $     2,685,963        $    17,520,056
 Net realized (loss) gain from investment transactions, securities sold
  short, foreign currency transactions and interest rate swap agreements                       (1,716,272)            37,095,580
 Net change in unrealized appreciation (depreciation) of
  investments, securities sold short, foreign currency and interest
  rate swap agreements                                                                        (12,664,380)            62,187,846
                                                                                      ---------------------  --------------------
Net (decrease) increase in net assets from operations                                     $   (11,694,689)       $   116,803,482
                                                                                       ---------------------  --------------------

Transactions in Fund Shares -
 Net asset value of Fund Shares issued to Shareholders in
  payment of distributions declared                                                       $     9,236,397        $     5,415,563
 Net asset value of Fund Shares redeemed                                                       (8,837,993)           (47,331,125)
                                                                                       ---------------------  --------------------
Net increase (decrease) in net assets from Fund Share transactions                        $       398,404        $   (41,915,562)
                                                                                       ---------------------  --------------------

Distributions -
 Distributions to Shareholders                                                            $   (21,417,328)       $   (13,115,253)
                                                                                       ---------------------  --------------------
Total distributions                                                                       $   (21,417,328)       $   (13,115,253)
                                                                                       ---------------------  --------------------

Net (decrease) increase in net assets                                                     $   (32,713,613)       $    61,772,667

Net assets:
 At beginning of period                                                                   $ 1,694,227,425        $ 1,632,454,758
                                                                                       ---------------------  --------------------
 At end of period                                                                         $ 1,661,513,812        $ 1,694,227,425
                                                                                       =====================  ====================
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       6
<PAGE>

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Three Months            Three Months
                                                                                           Ended                   Ended
                                                                                      March 31, 2005          March 31, 2004
                                                                                 ----------------------   ---------------------
<S>                                                                                   <C>                     <C>
Cash Flows From (For) Operating Activities -
Net (decrease) increase in net assets from operations                                 $ (11,694,689)          $  30,511,170
Adjustments to reconcile net (decrease) increase in net assets from operations
 to net cash flows for operating activities -
  Net investment income allocated from Belvedere Company                                 (4,547,728)             (3,295,723)
  Increase in escrow deposits                                                                (3,500)                (17,507)
  Decrease in other assets                                                                  629,338                 683,243
  Decrease in distributions and interest receivable                                              88                 400,739
  Increase in interest payable for open swap agreements                                     471,743                   1,300
  Increase in security deposits, accrued interest and accrued
   other expenses and liabilities                                                            68,510                 740,084
  Increase (decrease) in accrued property taxes                                             262,796                (209,330)
  Purchases of Partnership Preference Units                                             (15,000,000)            (44,530,740)
  Proceeds from sales of Partnership Preference Units                                             -              19,568,229
  Improvements to rental property                                                          (846,165)               (859,875)
  (Increase) decrease in short-term investments                                          (2,347,000)              1,509,214
  Interest incurred on interest rate swap agreements                                       (699,274)               (995,428)
  Increase in minority interest                                                             240,000                       -
  Minority interests in net income of controlled subsidiaries                               205,899                 473,208
  Net realized loss (gain) from investment transactions, securities sold short,
   foreign currency transactions and interest rate swap agreements                        1,716,272              (8,119,805)
  Net change in unrealized (appreciation) depreciation of investments,
   securities sold short, foreign currency and interest rate swap agreements             12,664,380             (16,951,019)
                                                                                 ----------------------   ---------------------
Net cash flows for operating activities                                               $ (18,879,330)          $ (21,092,240)
                                                                                 ----------------------   ---------------------

Cash Flows From (For) Financing Activities -
 Proceeds from Credit Facility                                                        $  34,000,000           $  85,000,000
 Repayment of Credit Facility                                                                     -             (52,300,000)
 Payments for Fund Shares redeemed                                                       (1,606,794)             (1,608,751)
 Distributions paid to minority shareholders                                                      -                 (16,800)
 Distributions paid to Shareholders                                                     (12,180,931)             (7,699,690)
 Capital contributed by controlled subsidiary                                                 4,923                       -
                                                                                 ----------------------   ---------------------
Net cash flows from financing activities                                              $  20,217,198           $  23,374,759
                                                                                 ----------------------   ---------------------

Net increase in cash                                                                  $   1,337,868           $   2,282,519

Cash at beginning of period                                                           $   5,348,786           $   6,535,905
                                                                                 ----------------------   ---------------------
Cash at end of period                                                                 $   6,686,654           $   8,818,424
                                                                                 ======================   =====================
</TABLE>
       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
<CAPTION>
                                                                                   Three Months               Three Months
                                                                                       Ended                     Ended
                                                                                  March 31, 2005             March 31, 2004
                                                                              ------------------------   -----------------------
<S>                                                                                <C>                       <C>
Supplemental Disclosure and Non-cash Investing and
 Financing Activities -
  Interest paid on loan - Credit Facility                                          $  1,804,366              $    709,343
  Interest paid on mortgages                                                       $  5,999,202              $  6,476,132
  Interest paid on swap agreements                                                 $    227,531              $    994,128
  Market value of securities distributed in payment of redemptions                 $ 11,189,963              $  2,990,615
</TABLE>
       See notes to unaudited condensed consolidated financial statements

                                       8
<PAGE>

BELROSE CAPITAL FUND LLC as of March 31, 2005
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Highlights (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2005
---------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>

Net asset value - Beginning of period                                                    $ 102.030
---------------------------------------------------------------------------------------------------------------

Income (loss) from operations
---------------------------------------------------------------------------------------------------------------
Net investment income (1)                                                                $   0.161
Net realized and unrealized loss                                                            (0.871)
---------------------------------------------------------------------------------------------------------------
Total loss from operations                                                               $  (0.710)
---------------------------------------------------------------------------------------------------------------

Distributions
---------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                            $  (1.290)
---------------------------------------------------------------------------------------------------------------
Total distributions                                                                      $  (1.290)
---------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                          $ 100.030
---------------------------------------------------------------------------------------------------------------

Total Return (2)                                                                             (0.67)%
---------------------------------------------------------------------------------------------------------------


                                                                                      As a Percentage         As a Percentage
                                                                                      of Average Net          of Average Gross
Ratios                                                                                   Assets (3)            Assets (3)(8)
------------------------------------------------------------------------------------------------------------------------------------
Expenses of Consolidated Real Property Subsidiaries
 Interest and other borrowing costs  (4)                                                 1.19% (9)                0.89% (9)
 Operating expenses  (4)                                                                 1.50% (9)                1.13% (9)
Belrose Capital Fund LLC Expenses
 Interest and other borrowing costs  (5)(6)                                              0.45% (9)                0.34% (9)
 Investment advisory and administrative fees, distribution
  and servicing fees and other Fund operating expenses (5)(7)                            1.17% (9)                0.88% (9)
                                                                                 -----------------------   ----------------------
Total expenses                                                                           4.31%                    3.24%

Net investment income                                                                    0.65% (9)                0.49% (9)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                   $  1,661,514
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                                 0.12%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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   interests  therein  of
     investors other than Belrose Realty.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>
BELROSE CAPITAL FUND LLC as of March 31, 2005
Notes to Condensed Consolidated Financial Statements (Unaudited)

1    Basis of Presentation

The condensed  consolidated interim financial statements of Belrose Capital Fund
LLC (Belrose  Capital) and its subsidiaries  (collectively,  the Fund) have been
prepared,  without audit,  in accordance with  accounting  principles  generally
accepted in the United States of America for interim  financial  information and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  certain information and footnote  disclosures normally included in
annual financial  statements  prepared in accordance with accounting  principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of operations,  cash flows and financial  highlights 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 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 accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

Certain  amounts  in  the  prior  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 Fund 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.

The  allocation  of Belrose  Capital's  net asset value per Share of $100.03 and
$102.03  as of March 31,  2005 and  December  31,  2004,  respectively,  between
Preferred and Common shares that have been restructured is as follows:

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                          Per Share Value At                              Per Share Value At
                                            March 31, 2005                                 December 31, 2004
                           --------------------------------------------------------------------------------------------
                                   Preferred                 Common                  Preferred                Common
  Date of Contribution             Shares                    Shares                   Shares                  Shares
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                      <C>                     <C>
   February 19, 2003               $ 79.53                  $ 20.50                  $ 79.48                 $ 22.55
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

3    Investment Transactions

The following table summarizes the Fund's  investment  transactions,  other than
short-term obligations,  for the three months ended March 31, 2005 and March 31,
2004:

<TABLE>
<CAPTION>
                                                          Three Months Ended            Three Months Ended
          Investment Transaction                            March 31, 2005                March 31, 2004
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                            <C>
Decreases in investment in Belvedere Capital Fund
 Company LLC (Belvedere Company)                           $ 11,189,963                   $  2,990,615
Purchases of Partnership Preference Units (1)              $ 15,000,000                   $ 44,530,740
Sales of Partnership Preference Units                      $          -                   $ 19,568,229
   ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Purchases  of  Partnership  Preference  Units during the three months ended
     March 31, 2004 represent Partnership  Preference Units purchased from other
     investment  funds  advised  by  Boston   Management  and  Research  (Boston
     Management).  There were no  Partnership  Preference  Units  purchased from
     other investment funds advised by Boston Management during the three months
     ended March 31, 2005.

4    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through  Belvedere Company for the three months ended
March 31, 2005 and March 31, 2004, including allocations of income, expenses and
net realized and  unrealized  gains  (losses)  for the  respective  periods then
ended:
<TABLE>
<CAPTION>
                                                                                Three Months Ended       Three Months Ended
                                                                                  March 31, 2005           March 31, 2004
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                  <C>
Belvedere Company's interest in the Portfolio (1)                                  $ 12,584,989,585     $ 11,520,846,141
The Fund's investment in Belvedere Company (2)                                     $  1,710,328,336     $  1,672,002,450
Income allocated to Belvedere Company from the Portfolio                           $     52,138,985     $     39,365,471
Income allocated to the Fund from Belvedere Company                                $      7,118,501     $      5,796,048
Expenses allocated to Belvedere Company from the Portfolio                         $     14,031,081     $     12,634,511
Expenses allocated to the Fund from Belvedere Company                              $      2,570,773     $      2,500,325
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to Belvedere Company
 from the Portfolio                                                                $     (7,321,051)    $     41,048,575
Net realized (loss) gain from investment transactions, securities sold
 short and foreign currency transactions allocated to the Fund from Belvedere
 Company                                                                           $     (1,016,998)    $      6,066,514
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to Belvedere
 Company from the Portfolio                                                        $   (280,637,975)    $    163,577,445
Net change in unrealized appreciation (depreciation) of investments,
 securities sold short and foreign currency allocated to the Fund from
 Belvedere Company                                                                 $    (39,817,107)    $     24,802,728
----------------------------------------------------------------------------- ---------------------------------------------
</TABLE>
(1)  As of March 31, 2005 and 2004, the value of Belvedere Company's interest in
     the Portfolio  represents  67.7% and 63.9% of the  Portfolio's  net assets,
     respectively.
(2)  As of March 31, 2005 and 2004, the Fund's  investment in Belvedere  Company
     represents 13.6% and 14.5% of Belvedere Company's net assets, respectively.

                                       11
<PAGE>

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2005,  December  31,  2004 and March 31, 2004 and its  operations  for the three
months  ended March 31, 2005,  for the year ended  December 31, 2004 and for the
three months ended March 31, 2004 follows:
<TABLE>
<CAPTION>
                                                March 31,            December 31,             March 31,
                                                  2005                   2004                   2004
                                           -----------------------------------------------------------------
<S>                                         <C>                    <C>                     <C>
Investments, at value                       $18,468,165,880        $19,139,242,713         $18,003,359,532
Other assets                                    119,669,991            199,253,595              25,944,066
------------------------------------------------------------------------------------------------------------
Total assets                                $18,587,835,871        $19,338,496,308         $18,029,303,598
------------------------------------------------------------------------------------------------------------
Loan payable - Line of Credit               $     4,200,000        $             -         $             -
Securities sold short, at value                           -            197,010,000                       -
Other liabilities                                   125,209                343,906                 254,697
------------------------------------------------------------------------------------------------------------
Total liabilities                           $     4,325,209        $   197,353,906         $       254,697
------------------------------------------------------------------------------------------------------------
Net assets                                  $18,583,510,662        $19,141,142,402         $18,029,048,901
============================================================================================================
Dividends and interest                      $    77,449,217        $   292,265,206         $    62,101,320
------------------------------------------------------------------------------------------------------------

Investment adviser fee                      $    20,297,088        $    77,609,178         $   19,348,796
Other expenses                                      611,649              2,649,363                598,921
Total expense reductions                            (59,259)               (26,706)                     -
------------------------------------------------------------------------------------------------------------
Net expenses                               $     20,849,478        $    80,231,835         $   19,947,717
------------------------------------------------------------------------------------------------------------
Net investment income                      $     56,599,739        $   212,033,371         $   42,153,603
Net realized (loss) gain from
 investment transactions,
 securities sold short and
 foreign currency transactions                  (11,056,277)           152,422,840             64,894,806
Net change in unrealized
 appreciation (depreciation) of
 investments, securities sold
 short and foreign currency                    (422,252,722)         1,317,878,707            261,922,214
------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net
 assets from operations                   $    (376,709,260)       $ 1,682,334,918         $  368,970,623
------------------------------------------------------------------------------------------------------------
</TABLE>
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  open at March 31, 2005 and December 31, 2004 are
listed below.
<TABLE>
<CAPTION>
                                                                                      Unrealized           Unrealized
              Notional                                 Initial                        Appreciation         Appreciation
              Amount                                   Optional        Final          (Depreciation) at    (Depreciation) at
Effective     (000's      Fixed      Floating          Termination     Termination    March 31,            December 31,
Date          omitted)    Rate       Rate              Date            Date           2005                 2004
-----------------------------------------------------------------------------------------------------------------------------
<C>            <C>        <C>       <C>                 <C>             <C>            <C>                 <C>
10/03         $ 31,588    4.180%    LIBOR + 0.30%        7/09           6/10           $ 1,060,210         $   324,014
10/03           37,943    4.160%    LIBOR + 0.30%       11/09           6/10             1,278,250             373,892
10/03           83,307    4.045%    LIBOR + 0.30%         -             6/10             3,139,784           1,104,607
06/04           40,000    4.875%    LIBOR + 0.00%         -             6/12              (167,900)         (1,246,374)
-----------------------------------------------------------------------------------------------------------------------------
Total         $192,838                                                                 $ 5,310,344         $   556,139
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

6    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,  Bel  Apartment  Properties  Trust,
Katahdin  Property  Trust LLC,  Bel  Communities  Property  Trust and  Deerfield
Property  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
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:
<TABLE>
<CAPTION>
                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
March 31, 2005                                              Portfolio*            Estate                  Total
---------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                   <C>                   <C>
Revenue                                                    $  4,547,728          $ 16,373,091          $ 20,920,819
Interest expense on mortgages                                         -            (6,126,770)           (6,126,770)
Interest expense on Credit Facility                                   -            (1,409,282)           (1,409,282)
Operating expenses                                             (333,833)           (8,875,544)           (9,209,377)
Minority interest in net income of controlled
 subsidiaries                                                         -              (205,899)             (205,899)
---------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                               $  4,213,895          $   (244,404)         $  3,969,491
Net realized loss                                            (1,016,998)             (699,274)           (1,716,272)
Net change in unrealized (depreciation) appreciation        (39,817,107)           27,152,727           (12,664,380)
---------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net assets from operations
 of reportable segments                                    $(36,620,210)         $ 26,209,049          $(10,411,161)
---------------------------------------------------------------------------------------------------------------------


                                                            Tax-Managed
For the Three Months Ended                                    Growth                 Real
March 31, 2004                                              Portfolio*              Estate               Total
---------------------------------------------------------------------------------------------------------------------
Revenue                                                    $  3,295,723          $ 19,021,305       $  22,317,028
Interest expense on mortgages                                         -            (6,579,441)         (6,579,441)
Interest expense on Credit Facility                                   -              (614,391)           (614,391)
Operating expenses                                             (301,807)           (7,925,863)         (8,227,670)
Minority interest in net income of controlled
 subsidiaries                                                         -              (473,208)           (473,208)
---------------------------------------------------------------------------------------------------------------------
Net investment income                                      $  2,993,916          $  3,428,402       $   6,422,318
Net realized gain                                             6,066,514             2,053,291           8,119,805
Net change in unrealized appreciation (depreciation)         24,802,728            (7,851,709)         16,951,019
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations
 of reportable segments                                    $ 33,863,158          $ (2,370,016)      $  31,493,142
--------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                        Tax-Managed Growth         Real
At March 31, 2005                                           Portfolio*            Estate               Total
------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>                <C>
Segment assets                                            $ 1,710,328,336       $ 624,323,469      $ 2,334,651,805
Segment liabilities                                                     -         612,173,873          612,173,873
------------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                         $ 1,710,328,336       $  12,149,596      $ 1,722,477,932
------------------------------------------------------------------------------------------------------------------

At December 31, 2004
------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Belrose Capital invests  indirectly in Tax-Managed Growth Portfolio through
     Belvedere Company.

The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:
<TABLE>
<CAPTION>
                                                                                 Three Months           Three Months
                                                                                    Ended                  Ended
                                                                                March 31, 2005         March 31, 2004
                                                                            ----------------------- ---------------------
<S>                                                                               <C>                   <C>
Revenue:
  Revenue from reportable segments                                                $    20,920,819       $   22,317,028
  Unallocated amounts:
     Interest earned on cash not invested in the Portfolio or in
       subsidiaries                                                                        34,874               23,081
                                                                            ----------------------- ---------------------
Total revenue                                                                     $    20,955,693       $   22,340,109
                                                                            ----------------------- ---------------------
Net increase (decrease) in net assets from operations:
  Net (decrease) increase in net assets from operations of reportable
     segments                                                                     $   (10,411,161)      $    31,493,142
  Unallocated investment income:
     Interest earned on cash not invested in the Portfolio or in
       subsidiaries                                                                        34,874                23,081
  Unallocated expenses (1):
     Distribution and servicing fees                                                     (795,626)             (821,760)
     Interest expense on Credit Facility                                                 (420,954)             (125,839)
     Audit, tax and legal fees                                                            (81,369)              (36,773)
     Other operating expenses                                                             (20,453)              (20,681)
                                                                            ----------------------- ---------------------
Total net (decrease) increase in net assets from operations                       $   (11,694,689)      $    30,511,170
                                                                            ----------------------- ---------------------

(1)  Unallocated  expenses  represent costs incurred that pertain to the overall
     operation  of  Belrose  Capital,  and do not  pertain  to either  operating
     segment.

                                                                                March 31, 2005       December 31, 2004
                                                                              -------------------- ----------------------
Net assets:
  Net assets of reportable segments                                               $ 1,722,477,932       $ 1,738,886,656
  Unallocated amounts:
      Cash (1)                                                                            684,555               370,849
      Short-term investments (1)                                                        3,068,000               721,000
      Loan payable - Credit Facility (2)                                              (64,508,412)          (45,508,412)
      Other liabilities                                                                  (208,263)             (242,668)
                                                                              -------------------- ----------------------
Total net assets                                                                  $ 1,661,513,812       $ 1,694,227,425
                                                                              -------------------- ----------------------
</TABLE>

(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.

                                       14
<PAGE>
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.

(a) RESULTS OF OPERATIONS.

Increases and decreases in the Fund's net asset value per share are based on net
investment  income (or loss) and  realized  and  unrealized  gains and losses on
investments.  The  Fund's  net  investment  income  (or loss) is  determined  by
subtracting  the  Fund's  total  expenses  from its  investment  income and then
deducting  the net  investment  income (or loss)  attributable  to the  minority
interest in  controlled  subsidiaries  of Belrose  Realty  Corporation  (Belrose
Realty).  The  Fund's  investment  income  includes  the net  investment  income
allocated  to the Fund  from  Belvedere  Capital  Fund  Company  LLC  (Belvedere
Company), rental income from the properties owned by Belrose Realty's controlled
subsidiaries,  partnership  income allocated to the  income-producing  preferred
equity interests in real estate operating partnerships  (Partnership  Preference
Units) owned directly or indirectly by Belrose Realty and interest earned on the
Fund's  short-term  investments (if any). The net investment income of Belvedere
Company  allocated to the Fund  includes  dividends  and  interest  allocated to
Belvedere  Company by  Tax-Managed  Growth  Portfolio (the  Portfolio)  less the
expenses of Belvedere  Company  allocated to the Fund. The Fund's total expenses
include the Fund's investment advisory and administrative fees, distribution and
servicing fees,  interest  expense from mortgages on properties owned by Belrose
Realty's controlled subsidiaries, interest expense on the Fund's Credit Facility
(as described in Item 2(b) below),  property  management  fees,  property taxes,
insurance,  maintenance and other expenses  relating to the properties  owned by
Belrose Realty's controlled subsidiaries,  and other miscellaneous expenses. The
Fund's  realized and unrealized  gains and losses are the result of transactions
in, or  changes  in value of,  security  investments  held  through  the  Fund's
indirect  interest  (through  Belvedere  Company) in the Portfolio,  real estate
investments  held  through  Belrose  Realty,   the  Fund's  interest  rate  swap
agreements  and any other direct  investments  of the Fund,  as well as periodic
payments made by the Fund pursuant to interest rate swap agreements.

Realized  and  unrealized   gains  and  losses  on  investments  have  the  most
significant  impact on the Fund's net asset value per share and result primarily
from sales of such  investments  and  changes  in their  underlying  value.  The
investments of the Portfolio  consist primarily of 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.  Because
the  securities  holdings  of  the  Portfolio  are  broadly   diversified,   the
performance of the Portfolio cannot be attributed to one particular stock or one
particular  industry or market sector.  The performance of the Portfolio and the
Fund are substantially  influenced by the overall  performance of the U.S. stock
market,  as well as by the  relative  performance  versus the overall  market of
specific  stocks and classes of stocks in which the  Portfolio  maintains  large
positions.

MD&A AND RESULTS OF OPERATIONS  FOR THE QUARTER ENDED MARCH 31, 2005 COMPARED TO
THE QUARTER ENDED MARCH 31, 2004

PERFORMANCE  OF THE  FUND.(1)  The  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 the

(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.

                                       15
<PAGE>
Portfolio.  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  port ion of the borrowing  costs under the Credit  Facility 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 -0.67% for the quarter  ended March 31, 2005.  This
return  reflects a decrease in the Fund's net asset value per share from $102.03
to $100.03 and a  distribution  of $1.29 per share during the period.  The total
return of the S&P 500 Index was -2.15% over the same period.  The performance of
the Fund  exceeded  that of the  Portfolio  by  approximately  1.31%  during the
period.  Last year,  the Fund had a total  return  performance  of 1.89% for the
quarter  ended March 31, 2004 . This return  reflected an increase in the Fund's
net asset value per share from $95.84 to $96.87 and a distribution  of $0.77 per
share during the period.  The S&P 500 Index had a total return of 1.69% over the
same  period.  The  performance  of the Fund  trailed  that of the  Portfolio by
approximately 0.23% during th at period.

PERFORMANCE  OF THE  PORTFOLIO.  For the  quarter  ended  March  31,  2005,  the
Portfolio  had a total  return of -1.98%,  compared  to a total  return of 2.12%
during the  quarter  ended March 31,  2004.  The total  return of the  Portfolio
exceeded the total return of the S&P 500 Index by 0.17% in the first  quarter of
2005 and 0.43% in the first quarter of 2004. Although most U.S. public companies
have continued to demonstrate solid  profitability  and earnings growth,  market
performance  in the first  quarter  was  hampered by rising  interest  rates and
growing  inflation  fears amid  resurging oil prices.  As expected,  the Federal
Reserve raised the federal funds target rate to 2.75%,  the seventh  increase in
this  short-term  interest rate  benchmark  since June of last year.  During the
quarter,  investors favored  defensive,  higher-yielding  stocks over cyclicals,
technology  stocks and other  high  volatility  stocks.  The  tech-heavy  NASDAQ
Composite Index lost over 8% during the quarter.

Utilities  and  energy  were the best  performing  sectors of the S&P 500 Index,
while  telecommunications  and technology were the poorest  performing  sectors.
Market leading  industries in the first quarter  included:  oil and gas,  health
care  providers  and  personal  products.  In contrast,  information  technology
consulting,  auto  manufacturers  and  multi-line  insurers were among the worst
performing industry groups.

The  Portfolio's  relative  performance  versus  the S&P 500  Index  was  driven
primarily by industry and sector  exposure and stock  selection.  The  Portfolio
benefited from the continued  overweighting of the energy sector, as oil and gas
related investments  advanced during the quarter on rising commodity prices. The
Portfolio's  relative  performance also benefited from underweight  positions in
the lagging  information  technology  and  telecommunication  sectors.  Relative
performance was adversely affected by an overweighting of the lagging industrial
sector  and an  underweighting  of the  utilities  sector,  which  was among the
strongest performers in a defensive market. Favorable stock selection within the
thrift bank,  media and catalog  retailer  industries was also beneficial to the
overall results.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held  through  Belrose  Realty.  As of March 31, 2005,  real estate  investments
included three real estate joint ventures (the Real Estate Joint Ventures),  Bel
Communities   Property  Trust  (Bel   Communities),   Deerfield  Property  Trust
(Deerfield)  and Katahdin  Property Trust,  LLC  (Katahdin),  and a portfolio of
Partnership  Preference  Units.  Bel  Communities  and Katahdin own  multifamily
properties and Deerfield owns industrial  distribution  properties.  As of March
31,  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 minority  interests in the Real Estate Joint Ventures,  the Fund's
real estate  investments  represented 29.8% of the Fund's net assets as of March
31, 2005.

During  the  quarter  ended  March 31,  2005,  rental  income  from real  estate
operations  was  approximately  $15.2 million  compared to  approximately  $16.2
million for the quarter  ended March 31, 2004, a decrease of $1.0 million or 6%.
This decrease in rental  income was due to the fact that rental  revenues of the
properties  owned by Deerfield during the quarter ended March 31, 2005 were less
than the rental  revenues of the multifamily  properties  owned by Bel Apartment
Properties  Trust (Bel  Apartment)  during the  quarter  ended  March 31,  2004.
Belrose Realty sold its interest in Bel Apartment in November  2004.  During the
quarter ended March 31, 2004,  rental income decreased due to reduced  apartment
rental  rates,   increased  rent  concessions  and  lower  occupancy  levels  at
properties owned by Bel Apartment, Bel Communities and Katahdin.

During the quarter  ended  March 31,  2005,  property  operating  expenses  were
approximately  $7.7  million  compared  to  approximately  $7.1  million for the
quarter  ended  March 31,  2004,  an increase  of $0.6  million or 8%  (property
operating  expenses are before certain  operating  expenses of Belrose Realty of
approximately $1.2 million for the quarter ended March 31, 2005 and $0.8 million

                                       16
<PAGE>
for the  quarter  ended March 31,  2004).  The  increase  in property  operating
expenses was  principally due to repair costs during the quarter ended March 31,
2005  related  to  hurricane  damage  in 2004  at  certain  Florida  multifamily
properties owned by Katahdin. The increase was partially offset by the fact that
property  operating  expenses of the  properties  owned by Deerfield  during the
quarter  ended  March  31,  2005  were  less  than  operating  expenses  of  the
multifamily properties owned by Bel Apartment during the quarter ended March 31,
2004.  Property  operating  expenses  for the quarter  ended March 31, 2004 were
substantially unchanged from the quarter ended March 31, 2003.

The recent  pick-up in  economic  and  employment  growth is expected to lead to
improved  supply-demand balance in the apartment industry.  However,  oversupply
conditions  continue  to exist in many  major  markets.  Boston  Management  and
Research (Boston Management), Belrose Realty's manager, expects that multifamily
real  estate  operating  results  for 2005  will be  similar  to 2004,  but that
improvements in multifamily  property operating  performance will occur over the
longer term. For many industrial  distribution  properties,  reduced rent levels
are likely to  continue  over the near term as  above-market  leases  mature and
space is re-leased  at current  market  rates.  Boston  Management  expects that
improvements in industrial  distribution  property  operating  performance  will
occur over the longer term.

At March 31, 2005,  the estimated fair value of the real  properties  indirectly
held  through  Belrose  Realty was  approximately  $526.1  million  compared  to
approximately $473.7 million at March 31, 2004, a net increase of $52.4 million,
or 11%. The net increase in estimated real property  values at March 31, 2005 as
compared to March 31,  2004  resulted  principally  from the  acquisition  of an
interest in Deerfield in the third quarter of 2004 and increases in  multifamily
property  values at Bel  Communities  and Katahdin.  This increase was offset in
part by Belrose Realty's sale of its interest in Bel Apartment in November 2004.
The modest increase in estimated real property values at March 31, 2004 resulted
from lower capitalization rates in a lower-return environment,  which offset the
impact on property values of lower near-term income expectations.

Despite  weak real estate  operating  conditions  over the past  several  years,
property values in the U.S. have remained stable or increased  modestly as lower
near-term  property  earning  expectations  have  generally been offset by lower
capitalization   and  discount   rates   applied  in  valuing  the   properties.
Capitalization  rates and discount rates, terms commonly used in the real estate
industry,  are rate of return percentages  applied to actual or projected income
levels to estimate the value of real estate investments.

During  the  quarter  ended  March  31,  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  $21.6 million
compared to unrealized  appreciation  of  approximately  $0.3 million during the
quarter ended March 31, 2004. Net unrealized appreciation of approximately $21.6
million  during the  quarter  ended March 31,  2005 was due  principally  to net
increases  in the  estimated  fair  values of the  properties  in two of Belrose
Realty's  three  Real  Estate  Joint  Ventures,  offset  slightly  by modest net
decreases in estimated  fair values of the  properties  in the third Real Estate
Joint  Venture.  The net increases in estimated  property  values  reflected the
results of updated independent appraisals of a portion of the properties in each
Real Estate Joint Venture and, for Katahdin, increases in the estimated value of
other  properties  that  were  not  recently  re-appraised  to  reflect  current
appraisal  results  for  similar  properties,  in  accordance  with  the  Fund's
valuation  procedures.  The increases resulted primarily from lower discount and
capitalization rates applied in valuing the properties.

During the quarter ended March 31, 2005,  Belrose Realty  acquired  interests in
additional  Partnership  Preference Units for a total of $15.0 million. At March
31, 2005, the estimated fair value of Belrose  Realty's  Partnership  Preference
Units  totaled  approximately  $75.4  million  compared to  approximately  $80.9
million  at March 31,  2004,  a net  decrease  of $5.5  million  or 7%.  The net
decrease  in  value  was  principally  due to  the  lower  per  unit  values  of
Partnership  Preference  Units held at March 31,  2005 as  compared to March 31,
2004.  Partnership  Preference  Units  increased  in value at March 31,  2004 as
compared  to March 31,  2003  primarily  due to the  increase  in the  number of
Partnership Preference Units held. In the current low interest rate environment,
issuers have been redeeming  Partnership  Preference  Units as Belrose  Realty's
call protections  expire or restructuring  the terms of outstanding  Partnership
Preference  Units in  advance  of their  call  dates.  As a result,  many of the
higher-yielding  Partnership  Preference Units held by Belrose Realty during the
quarter ended March 31, 2004 were no longer held at March 31, 2005.

During  the  quarter  ended  March  31,  2005,   the  Fund  saw  net  unrealized
appreciation in the estimated fair value of its Partnership  Preference Units of
approximately   $0.8  million   compared  to  net  unrealized   depreciation  of
approximately  $3.8 million  during the quarter  ended March 31,  2004.  The net
unrealized  appreciation of approximately  $0.8 million during the quarter ended
March 31,  2005  occurred  as a result of  increases  in the per unit  values of
Partnership  Preference  Units held by Belrose Realty at March 31, 2005. The net
unrealized  depreciation in the first quarter of 2004 of $3.8 million  consisted
of  approximately  $1.4  million  of  unrealized  depreciation  as a  result  of
decreases in per unit values of the Partnership Preference Units held by Belrose

                                       17
<PAGE>
Realty  at  March  31,  2004  and  approximately   $2.4  million  of  unrealized
depreciation   resulting  from  the   reclassification  of  previously  recorded
unrealized appreciation as realized gains due to sales of Partnership Preference
Units during the quarter ended March 31, 2004.

Distributions from Partnership  Preference Units for the quarter ended March 31,
2005 totaled  approximately  $1.1 million compared to approximately $2.8 million
for the quarter  ended March 31,  2004,  a decrease of $1.7  million or 61%. The
decrease was principally due to lower average distribution rates.  Distributions
from Partnership  Preference Units for the quarter ended March 31, 2004 compared
to March 31, 2003 increased due to the larger number of  Partnership  Preference
Units held during the quarter ended March 31, 2004.

PERFORMANCE  OF INTEREST RATE SWAP  AGREEMENTS.  For the quarter ended March 31,
2005,  net  realized  and  unrealized  gains on the  Fund's  interest  rate swap
agreements  totaled  approximately  $4.1  million,  compared to net realized and
unrealized  losses of $5.4  million for the quarter  ended March 31,  2004.  Net
realized and unrealized gains on swap agreements for the quarter ended March 31,
2005  consisted of $4.8 million of net  unrealized  gains due to changes in swap
agreement  valuations,  offset in part by $0.7 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 March 31, 2004,  the
Fund had net unrealized  losses of $4.4 million due to swap agreement  valuation
changes and $1.0  million of swap  agreement  periodic  payments.  The  positive
impact on Fund  performance for the quarter ended March 31, 2005 from changes in
swap agreement  valuations was  attributable to an increase in swap rates during
the  period.  The  negative  impact on Fund  performance  from  changes  in swap
agreement  valuations for the quarter ended March 31, 2004 was attributable to a
decline in swap rates during the period.

(b) 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 March 31, 2005, the Fund had outstanding borrowings of $270.0
million and $2.2 million of unused loan commitments under the Credit Facility.

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
March 31, 2005,  the unrealized  appreciation  related to the interest rate swap
agreements was approximately $5.3 million.  As of March 31, 2004, the unrealized
depreciation related to the interest rate swap agreements was approximately $2.9
million.

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.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                        Interest Rate Sensitivity
                                                     Cost, Principal (Notional) Amount
                                                 by Contractual Maturity and Callable Date
                                                  for the Twelve Months Ended March 31,*

                                                                                              Estimated Fair
                                                                                               Value as of
                               2006-2009         2010           Thereafter        Total       March 31, 2005
------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>              <C>             <C>             <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                           $359,850,000    $359,850,000    $382,700,000

Average interest rate                                              6.67%           6.67%
------------------------
Variable-rate Credit
Facility                                                       $270,000,000    $270,000,000    $270,000,000

Average interest rate                                              3.19%           3.19%
------------------------------------------------------------------------------------------------------------
Rate sensitive derivative
financial instruments:
------------------------
Pay fixed/receive
variable interest rate
swap agreements                                                $192,838,000    $192,838,000    $  5,310,344

Average pay rate                                                   4.26%           4.26%

Average receive rate                                               3.16%           3.16%
------------------------------------------------------------------------------------------------------------
Rate sensitive
investments:
------------------------
Fixed-rate Partnership
Preference Units:
------------------------
Essex Portfolio, L.P.,
7.875%  Series B
Cumulative Redeemable
Preferred Units,
Callable 12/31/09,
Current Yield: 7.73%                          $11,370,510                      $ 11,370,510    $ 11,463,008

Essex Portfolio, L.P.,
7.875%  Series D
Cumulative Redeemable
Preferred Units,
Callable 7/28/10,
Current Yield: 7.72%                                           $ 12,642,150    $ 12,642,150    $ 12,756,650

Liberty Property L.P.,
7.45% Series B Cumulative
Redeemable Preferred
Units, Callable 8/31/09,
Current Yield: 7.16%                          $18,130,840                      $ 18,130,840    $ 18,200,000

MHC Operating Limited
Partnership, 8.0625%
Series D Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 7.89%                          $15,000,000                      $ 15,000,000    $ 15,336,000

PSA Institutional
Partners, L.P., 6.40%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 6.64%                          $17,727,904                      $ 17,727,904    $ 17,600,300
</TABLE>

*    The amounts listed  reflect the Fund's  positions as of March 31, 2005. The
     Fund's current positions may differ.

                                       19
<PAGE>
ITEM 4.  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 March 31,  2005,  the  Fund's  disclosure  controls  and
procedures  were  effective.  During the quarter,  the Fund  adopted  additional
internal  controls  relating  to its  real  estate  investments,  including  the
establishment  of a valuation  committee  to oversee the  implementation  of the
valuation  policies  relating to the Fund's  real estate and other  investments.
There were no other  changes  in the  Fund's  internal  control  over  financial
reporting  that  occurred  during the  quarter  ended  March 31,  2005 that have
materially  affected or are reasonably likely to materially  affect,  the Fund's
internal control over financial reporting.

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.

Effective April 15, 2005,  Eaton Vance appointed James L. O'Connor interim Chief
Financial Officer to serve during Michelle A. Green's maternity leave,  which is
expected to continue for three to four months.

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 March 31, 2005,  the total number of shares  redeemed
and the average price paid per share were as follows:

                          Total No. of Shares    Average Price Paid
Month Ended                  Redeemed(1)            Per Share
-------------------------------------------------------------------
January 31, 2005             31,119.319              $99.45
-------------------------------------------------------------------
February 28, 2005                 -                     -
-------------------------------------------------------------------
March 31, 2005               57,782.845              $98.84
-------------------------------------------------------------------
Total                        88,901.164              $98.95
-------------------------------------------------------------------
(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.

                                       20
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were submitted to a vote of security  holders during the three months
ended March 31, 2005.

ITEM 5. OTHER INFORMATION.

None.

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

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

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.




                                       21
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned duly authorized officer on May 10, 2005.



                                   BELROSE CAPITAL FUND LLC

                                   /s/ James L. O'Connor
                                   ---------------------
                                   James L. O'Connor
                                   Chief Financial Officer
                                   (Duly Authorized Officer and
                                   Principal Financial Officer)




                                       22
<PAGE>
                                  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




                                       23