<PAGE>

                                 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, 2004


[    ]  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

PART I FINANCIAL INFORMATION                                               Page

Item 1.   Condensed Consolidated Financial Statements                        3

          Condensed Consolidated Statements of Assets and Liabilities
          as of March 31, 2004 (Unaudited) and December 31, 2003             3

          Condensed Consolidated Statements of Operations (Unaudited)
          for the Three Months Ended March 31, 2004 and 2003                 4

          Condensed Consolidated Statements of Changes in Net Assets
          for the Three Months Ended March 31, 2004 (Unaudited) and the
          Year Ended December 31, 2003                                       6

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Three Months Ended March 31, 2004 and 2003                 7

          Financial Highlights (Unaudited) for the Three Months Ended
          March 31, 2004                                                     9

          Notes to Condensed Consolidated Financial Statements as of
          March 31, 2004 (Unaudited)                                        10

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        19

Item 4.   Controls and Procedures                                           21

PART II   OTHER INFORMATION                                                 21

Item 1.   Legal Proceedings                                                 21

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases
          of Equity Securities                                              21

Item 3.   Defaults Upon Senior Securities                                   21

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

Item 5.   Other Information                                                 21

Item 6.   Exhibits and Reports on Form 8-K                                  22

SIGNATURES                                                                  23

EXHIBIT INDEX                                                               24

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

                                                                                           March 31, 2004         December 31,
                                                                                            (Unaudited)               2003
                                                                                           ---------------        ------------
<S>                                                                                        <C>                   <C>
Assets:
 Investment in Belvedere Capital Fund Company LLC
  (Belvedere Company)                                                                       $1,672,002,450       $1,640,828,100
 Investment in Partnership Preference Units                                                     80,892,360           56,717,736
 Investment in other real estate                                                               473,681,417          473,491,403
 Short-term investments                                                                          6,105,000            7,614,214
                                                                                            ---------------      ---------------
Total investments                                                                           $2,232,681,227       $2,178,651,453
 Cash                                                                                            8,818,424            6,535,905
 Escrow deposits - restricted                                                                    2,453,640            2,436,133
 Distributions and interest receivable                                                                 221              400,960
 Other assets                                                                                    2,977,754            3,660,997
 Open interest rate swap agreements, at value                                                            -            1,423,867
                                                                                            ---------------      ---------------
Total assets                                                                                $2,246,931,266       $2,193,109,315
                                                                                            ---------------      ---------------

Liabilities:
 Loan payable - Credit Facility                                                             $  216,000,000       $  183,300,000
 Mortgages payable                                                                             344,219,483          344,219,483
 Payables for Fund Shares redeemed                                                               1,097,563                    -
 Open interest rate swap agreements, at value                                                    2,940,460                    -
 Distributions payable to minority shareholders                                                          -               16,800
 Security deposits                                                                                 998,950              968,110
 Swap interest payable                                                                              80,580               79,280
 Accrued expenses:
  Interest expense                                                                               2,337,702            2,319,122
  Property taxes                                                                                 1,749,922            1,959,252
  Other expenses and liabilities                                                                 2,472,685            1,782,021
 Minority interests in controlled subsidiaries                                                  25,464,612           26,010,489
                                                                                           ----------------      ---------------
Total liabilities                                                                           $  597,361,957       $  560,654,557
                                                                                           ----------------      ---------------
Net assets                                                                                  $1,649,569,309       $1,632,454,758
                                                                                           ----------------      ---------------
Shareholders' Capital                                                                       $1,649,569,309       $1,632,454,758
                                                                                           ----------------      ---------------
Shares outstanding                                                                              17,029,475           17,032,796
                                                                                           ----------------      ---------------
Net asset value and redemption price per Share                                              $        96.87       $        95.84
                                                                                           ----------------      ---------------
</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, 2004      March 31, 2003
                                                                      --------------      --------------
<S>                                                                   <C>                 <C>
Investment Income:
 Dividends allocated from Belvedere Company
  (net of foreign taxes of $69,016 and $59,363, respectively)          $  5,768,065       $  4,743,401
 Interest allocated from Belvedere Company                                   27,983             88,575
 Expenses allocated from Belvedere Company                               (2,500,325)        (1,916,046)
                                                                       -------------      --------------
 Net investment income allocated from
  Belvedere Company                                                    $  3,295,723       $  2,915,930
 Rental income                                                           16,210,789         16,333,785
 Distributions from Partnership Preference Units                          2,774,410            996,581
 Interest                                                                    59,187             19,785
                                                                       -------------      --------------
Total investment income                                                $ 22,340,109       $ 20,266,081
                                                                       -------------      --------------

Expenses:
 Investment advisory and administrative fees                           $  1,407,583       $  1,134,716
 Property management fees                                                   646,527            652,486
 Distribution and servicing fees                                            821,760            612,071
 Interest expense on mortgages                                            6,579,441          6,579,439
 Interest expense on Credit Facility                                        740,230            732,292
 Property and maintenance expenses                                        4,459,360          4,256,698
 Property taxes and insurance                                             2,030,202          2,189,342
 Miscellaneous                                                              152,447            271,835
                                                                       -------------      --------------
Total expenses                                                         $ 16,837,550       $ 16,428,879
Deduct-
 Reduction of investment advisory and administrative fees                   410,995            305,442
                                                                       -------------      --------------
Net expenses                                                           $ 16,426,555       $ 16,123,437
                                                                       -------------      --------------
Net investment income before
 minority interests in net income of
 controlled subsidiaries                                               $  5,913,554       $  4,142,644
Minority interests in net income
 of controlled subsidiaries                                                (473,208)          (514,701)
                                                                       -------------      --------------
Net investment income                                                  $  5,440,346       $  3,627,943
                                                                       -------------      --------------
</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, 2004      March 31, 2003
                                                                                       ---------------    ----------------
<S>                                                                                     <C>                <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
 Investment transactions from Belvedere Company (identified cost basis)                 $  6,066,514       $  (5,345,920)
 Investment transactions in Partnership Preference Units (identified cost basis)           3,048,719                   -
 Interest rate swap agreements (1)                                                          (995,428)         (1,051,283)
                                                                                       ---------------    ----------------
Net realized gain (loss)                                                                $  8,119,805       $  (6,397,203)
                                                                                       ---------------    ----------------

Change in unrealized appreciation (depreciation) -
 Investment in Belvedere Company (identified cost basis)                                $ 24,802,728       $  (57,789,631)
 Investments in Partnership Preference Units (identified cost basis)                      (3,836,606)           4,960,598
 Investments in other real estate (net of minority interests in
  unrealized loss of controlled subsidiaries of $(1,019,085) and
  $(4,734,953), respectively)                                                                349,224              809,787
 Interest rate swap agreements                                                            (4,364,327)            (641,491)
                                                                                       ---------------    ----------------
Net change in unrealized appreciation (depreciation)                                    $ 16,951,019       $ (52,660,737)
                                                                                       ---------------    ----------------

Net realized and unrealized gain (loss)                                                 $ 25,070,824       $ (59,057,940)
                                                                                       ---------------    ----------------

Net increase (decrease) in net assets from operations                                   $ 30,511,170       $ (55,429,997)
                                                                                       ===============    ================
</TABLE>

(1)  Amount  represents  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, 2004         December 31,
                                                                                           (Unaudited)              2003
                                                                                         ---------------       ---------------
<S>                                                                                      <C>                   <C>
Increase (Decrease) in Net Assets:
 Net investment income                                                                   $    5,440,346        $   15,279,642
 Net realized gain from investment transactions                                               8,119,805             2,449,130
 Net change in unrealized appreciation (depreciation) of investments                         16,951,019           311,836,713
                                                                                         ---------------       ---------------
Net increase in net assets from operations                                               $   30,511,170        $  329,565,485
                                                                                         ---------------       ---------------

Transactions in Fund Shares -
 Investment securities contributed                                                       $            -        $   95,047,136
 Less - Selling commissions                                                                           -              (325,083)
                                                                                         ---------------       ---------------
 Net contributions                                                                       $            -        $   94,722,053
 Net asset value of Fund Shares issued to Shareholders in payment of
  distributions declared                                                                 $    5,415,563        $      348,050
 Net asset value of Fund Shares redeemed                                                     (5,696,929)          (33,374,471)
                                                                                         ---------------       ---------------
Net increase in net assets from Fund Share transactions                                  $     (281,366)       $   61,695,632
                                                                                         ---------------       ---------------

Distributions -
 Distributions to Shareholders                                                           $  (13,115,253)       $     (808,014)
                                                                                         ---------------       ---------------
Total distributions                                                                      $  (13,115,253)       $     (808,014)
                                                                                         ---------------       ---------------

Net increase in net assets                                                               $   17,114,551        $  390,453,103

Net assets:
 At beginning of period                                                                  $1,632,454,758        $ 1,242,001,655
                                                                                         ---------------       ---------------
 At end of period                                                                        $1,649,569,309        $ 1,632,454,758
                                                                                         ===============       ===============
</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, 2004       March 31, 2003
                                                                                             ---------------      ---------------
<S>                                                                                           <C>                  <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                                         $  30,511,170        $ (55,429,997)
Adjustments to reconcile net increase (decrease) in net assets from operations
 to net cash flows for operating activities -
  Net investment income allocated from Belvedere Company                                         (3,295,723)          (2,915,930)
  (Increase) decrease in escrow deposits                                                            (17,507)             584,576
  Decrease in other assets                                                                          683,243              162,941
  Decrease in distributions and interest receivable                                                 400,739               38,959
  Increase in interest payable for open swap agreements                                               1,300                9,263
  Increase in security deposits, accrued interest and other expenses and liabilities                740,084              189,506
  Decrease in accrued property taxes                                                               (209,330)            (698,068)
  Purchases of Partnership Preference Units                                                     (44,530,740)          (8,033,600)
  Proceeds from sales of Partnership Preference Units                                            19,568,229                    -
  Improvements to rental property                                                                  (859,875)            (705,109)
  Decrease in short-term investments                                                              1,509,214                    -
  Net decrease in investment in Belvedere Company                                                         -            1,404,502
  Net interest incurred on interest rate swap agreements                                           (995,428)          (1,051,283)
  Minority interests in net income of controlled subsidiaries                                       473,208              514,701
  Net realized (gain) loss from investment transactions                                          (8,119,805)           6,397,203
  Net change in unrealized (appreciation) depreciation of investments                           (16,951,019)          52,660,737
                                                                                             ---------------      ---------------
Net cash flows for operating activities                                                       $ (21,092,240)       $  (6,871,599)
                                                                                             ---------------      ---------------

Cash Flows From (For) Financing Activities -
 Proceeds from Credit Facility                                                                $   32,700,000       $   9,000,000
 Payments on behalf of investors (selling commissions)                                                     -            (325,083)
 Payments for Fund Shares redeemed                                                                (1,608,751)         (1,268,422)
 Distributions paid to minority shareholders                                                         (16,800)                  -
 Distributions paid to Shareholders                                                               (7,699,690)           (459,964)
 Capital contributed to controlled subsidiaries                                                            -             123,317
                                                                                             ---------------      ---------------
Net cash flows from financing activities                                                      $   23,374,759       $   7,069,848
                                                                                             ---------------      ---------------

Net increase in cash                                                                          $    2,282,519       $     198,249

Cash at beginning of period                                                                   $    6,535,905       $   7,214,141
                                                                                             ---------------      ---------------
Cash at end of period                                                                         $    8,818,424       $   7,412,390
                                                                                             ===============      ===============

</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, 2004       March 31, 2003
                                                                                             ---------------      ---------------
<S>                                                                                           <C>                  <C>
Supplemental Disclosure and Non-cash Investing and Financing Activities -
 Securities contributed by Shareholders, invested in Belvedere Company                        $           -        $  95,047,136
 Interest paid on loan - Credit Facility                                                      $     709,343        $     682,966
 Interest paid on mortgages                                                                   $   6,476,132        $   6,476,131
 Interest paid on swap agreements                                                             $     994,128        $   1,042,020
 Market value of securities distributed in payment of redemptions                             $   2,990,615        $  12,845,434
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       8
<PAGE>

BELROSE CAPITAL FUND LLC as of March 31, 2004
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Financial Highlights (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2004
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>
Net asset value - Beginning of period                                                                          $ 95.840
-----------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
-----------------------------------------------------------------------------------------------------------------------------------
Net investment income (6)                                                                                      $  0.319
Net realized and unrealized gain                                                                                  1.481
-----------------------------------------------------------------------------------------------------------------------------------
Total income from operations                                                                                   $  1.800
-----------------------------------------------------------------------------------------------------------------------------------

Distributions
-----------------------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders                                                                                  $ (0.770)
-----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                                                            $ (0.770)
-----------------------------------------------------------------------------------------------------------------------------------

Net asset value - End of period                                                                                $ 96.870
-----------------------------------------------------------------------------------------------------------------------------------

Total Return (1)                                                                                                   1.89%
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                     As a Percentage           As a Percentage
                                                                                     of Average Net            of Average Gross
Ratios                                                                                  Assets(5)               Assets (2)(5)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                      <C>
Expenses of Consolidated Real Property Subsidiaries
 Interest and other borrowing costs (7)                                                  1.31% (9)                1.01% (9)
 Operating expenses (7)                                                                  1.42% (9)                1.10% (9)
Belrose Capital Fund LLC Expenses
 Interest and other borrowing costs (4)(8)                                               0.18% (9)                0.14% (9)
 Investment advisory and administrative fees,
  servicing fees and other Fund operating expenses (3)(4)                                1.08% (9)                0.83% (9)
                                                                              -----------------------------------------------------
Total expenses                                                                           3.99%                    3.08%

Net investment income                                                                    1.32% (9)                1.02% (9)
-----------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                      $  1,649,569
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)                                                     0.61%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Returns are  calculated by determining  the percentage  change in net asset
     value with all distributions reinvested. Total return is not computed on an
     annualized basis.
(2)  Average  Gross Assets is defined as the average  daily amount of all assets
     of Belrose Capital Fund LLC (Belrose Capital)  (including Belrose Capital's
     interest in  Belvedere  Capital Fund  Company LLC  (Belvedere  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  Corporation's  (Belrose
     Realty) controlled  subsidiaries are reduced by the proportionate interests
     therein of investors other than Belrose Realty.
(3)  Includes Belrose Capital's share of Belvedere Company's allocated expenses,
     including those expenses allocated from the Portfolio.
(4)  Includes  the  expenses of Belrose  Capital and  Belrose  Realty.  Does not
     include expenses of the real estate subsidiaries  majority-owned by Belrose
     Realty.
(5)  For the purpose of calculating  ratios,  the income and expenses of Belrose
     Realty's controlled  subsidiaries are reduced by the proportionate interest
     therein of investors other than Belrose Realty.
(6)  Calculated using average shares outstanding.
(7)  Includes Belrose Realty's  proportional  share of expenses  incurred by its
     majority-owned subsidiaries.
(8)  Ratios do not include  interest  incurred in  connection  with the interest
     rate  swap  agreements.  Had such  amounts been  included,  ratios would be
     higher.
(9)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                       9
<PAGE>

BELROSE CAPITAL FUND LLC as of March 31, 2004
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, 2003 has been  derived from the December 31,
2003 audited  financial  statements but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements  as  permitted  by the
instructions to Form 10-Q and Article 10 of Regulation S-X.

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

2    Estate Freeze

Shareholders  in Belrose  Capital are entitled to  restructure  their Fund Share
interests under what is termed an Estate Freeze  Election.  Under this election,
Fund Shares are  divided  into  Preferred  Shares and Common  Shares.  Preferred
Shares have a preferential  right over the corresponding  Common Shares equal to
(i) 95% of the original  capital  contribution  made in respect of the undivided
Shares from which the Preferred Shares and Common Shares were derived, plus (ii)
an annuity priority return equal to 7.75% of the Preferred Shares'  preferential
interest in the original capital  contribution of the undivided Fund Shares. The
associated  Common  Shares are  entitled  to the  remaining  5% of the  original
capital  contribution  in  respect of the  undivided  Shares,  plus any  returns
thereon in excess of the fixed  annual  priority of the  Preferred  Shares.  The
existence of restructured Fund Shares does not adversely affect Shareholders who
do not  participate  in the  election nor do the  restructured  Fund Shares have
preferential rights to Fund Shares that have not been restructured. Shareholders
who  subdivide  Fund Shares under this  election  sacrifice  certain  rights and
privileges  that they would  otherwise  have with  respect to the Fund Shares so
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and  fractional  undivided  Fund  Shares.  The  allocation  of
Belrose  Capital's  net asset value per Share at March 31, 2004 and December 31,
2003,  between  Preferred  and Common shares that have been  restructured  is as
follows:

                            Per Share Value At           Per Share Value At
                              March 31, 2004             December 31, 2003
                          ------------------------------------------------------
                           Preferred     Common        Preferred     Common
Date of Contribution        Shares       Shares         Shares       Shares
--------------------------------------------------------------------------------
  February 19, 2003         $ 75.38      $ 21.49        $ 74.80      $ 21.04

                                       10
<PAGE>

3    Investment Transactions

The following table summarizes the Fund's investment  transactions for the three
months ended March 31, 2004 and March 31, 2003:
<TABLE>
<CAPTION>
                                                 Three Months Ended          Three Months Ended
       Investment Transaction                      March 31, 2004              March 31, 2003
------------------------------------------------------------------------------------------------
<S>                                                <C>                         <C>
Increases in investment in Belvedere Company       $          -                $  95,047,136
Decreases in investment in Belvedere Company       $  2,990,615                $  14,249,936
Purchases of Partnership Preference Units (1)      $ 44,530,740                $   8,033,600
Sales of Partnership Preference Units              $ 19,568,229                $           -
</TABLE>
(1)  Purchases  of  Partnership  Preference  Units during the three months ended
     March 31, 2004 and March 31, 2003, represent  Partnership  Preference Units
     purchased  from other  investment  funds advised by Boston  Management  and
     Research.

4    Indirect Investment in the Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Company),  for the  three  months  ended  March 31,  2004 and  March  31,  2003,
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, 2004         March 31, 2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                    <C>
Belvedere Company's interest in the Portfolio (1)                              $ 11,520,846,141       $ 8,400,349,853
The Fund's investment in Belvedere Company (2)                                 $  1,672,002,450       $ 1,284,892,115
Income allocated to Belvedere Company from the Portfolio                       $     39,365,471       $    32,398,573
Income allocated to the Fund from Belvedere Company                            $      5,796,048       $     4,831,976
Expenses allocated to Belvedere Company from the Portfolio                     $     12,634,511       $     9,667,954
Expenses allocated to the Fund from Belvedere Company                          $      2,500,325       $     1,916,046
Net realized gain(loss) allocated to Belvedere Company from the Portfolio      $     41,048,575       $   (37,772,155)
Net realized gain(loss) allocated to the Fund from Belvedere Company           $      6,066,514       $    (5,345,920)
Change in unrealized appreciation (depreciation) allocated to Belvedere
 Company from the Portfolio                                                    $    163,577,445       $  (389,828,192)
Change in unrealized appreciation (depreciation) allocated to the Fund
 from Belvedere Company                                                        $     24,802,728       $   (57,789,631)
  ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of March 31, 2004 and 2003, the value of Belvedere Company's interest in
     the Portfolio  represents  63.9% and 61.1% of the  Portfolio's  net assets,
     respectively.
(2)  As of March 31, 2004 and 2003, the Fund's  investment in Belvedere  Company
     represents 14.5% and 15.3% of Belvedere Company's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities at March 31,
2004,  December  31,  2003 and March 31, 2003 and its  operations  for the three
months  ended March 31, 2004,  for the year ended  December 31, 2003 and for the
three months ended March 31, 2003 follows:

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                        March 31,               December 31,               March 31,
                                          2004                      2003                      2003
                                     --------------------------------------------------------------------
<S>                                 <C>                       <C>                       <C>
Investments, at value               $ 18,003,359,532          $ 17,584,390,762          $ 13,797,517,752
Other assets                              25,944,066                25,462,745                24,535,362
---------------------------------------------------------------------------------------------------------

Total assets                        $ 18,029,303,598          $ 17,609,853,507          $ 13,822,053,114
Total liabilities                            254,697                   264,502                73,659,303
------------------------------------------------------ --------------------------------------------------
Net assets                          $ 18,029,048,901          $ 17,609,589,005          $ 13,748,393,811
=========================================================================================================
Dividends and interest              $     62,101,320          $    232,925,912          $     53,431,732
---------------------------------------------------------------------------------------------------------
Investment adviser fee              $     19,348,796          $     67,584,543          $     15,490,999
Other expenses                               598,921                 2,295,653                   477,083
---------------------------------------------------------------------------------------------------------
Total expenses                      $     19,947,717          $     69,880,196          $     15,968,082
---------------------------------------------------------------------------------------------------------
Net investment income               $     42,153,603          $    163,045,716          $     37,463,650
Net realized gain (loss)                  64,894,806                70,909,770               (62,969,970)
Net change in unrealized
 appreciation (depreciation)             261,922,214             3,174,709,110              (649,928,537)
---------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
 assets from operations             $    368,970,623          $  3,408,664,596          $   (675,434,857)
---------------------------------------------------------------------------------------------------------
</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, 2004 and December 31, 2003 are
listed below.
<TABLE>
<CAPTION>
Notional                                      Initial
Amount                                        Optional       Final          Unrealized             Unrealized
(000's         Fixed        Floating          Termination    Termination    Depreciation at        Appreciation at
omitted)       Rate         Rate              Date           Date           March 31, 2004         December 31, 2003
-------------- ------------ ----------------- -------------- -------------- ---------------------- ------------------
 <C>            <C>         <C>               <C>            <C>            <C>                    <C>
 $31,588        4.180%      LIBOR + 0.30%     7/09           6/10           $   (662,940)          $   210,531
  37,943        4.160%      LIBOR + 0.30%     11/09          6/10               (816,645)              252,843
  83,307        4.045%      LIBOR + 0.30%     -              6/10             (1,460,875)              960,493
-------------- ------------ ----------------- -------------- -------------- ---------------------- ------------------
                                                                            $ (2,940,460)          $ 1,423,867
-------------- ------------ ----------------- -------------- -------------- ---------------------- ------------------
</TABLE>

6    Debt

On March 16,  2004,  Belrose  Capital  amended  its credit  agreement  with DrKW
Holdings,  Inc.  to  establish  a  borrowing  limit of  $216,000,000  under that
agreement. Borrowings under this credit arrangement accrue interest at a rate of
one-month  LIBOR  plus  0.30%  per  annum.  As of March  31,  2004,  outstanding
borrowings under this credit arrangement totaled $216,000,000.

                                       12
<PAGE>

7    Segment Information

Belrose  Capital  pursues  its  investment   objective  primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Company.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered 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  Corporation  (Belrose  Realty).  Belrose
Realty invests  directly in Partnership  Preference Units and indirectly in real
property  through  controlled  subsidiaries,  Bel  Apartment  Properties  Trust,
Katahdin Property Trust LLC and Bel Communities Property Trust.

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 the Fund 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, 2004                                              Portfolio*            Estate                Total
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                  <C>
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
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
--------------------------------------------------------------------------------------------------------------------


                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
March 31, 2003                                              Portfolio*            Estate                Total
--------------------------------------------------------------------------------------------------------------------
Revenue                                                  $     2,915,930       $  17,346,911        $    20,262,841
Interest expense on mortgages                                          -          (6,579,439)            (6,579,439)
Interest expense on Credit Facility                                    -            (695,677)              (695,677)
Operating expenses                                              (195,414)         (7,893,295)            (8,088,709)
Minority interest in net income of controlled
 subsidiaries                                                          -            (514,701)              (514,701)
--------------------------------------------------------------------------------------------------------------------
Net investment income                                    $     2,720,516       $   1,663,799        $     4,384,315
Net realized loss                                             (5,345,920)         (1,051,283)            (6,397,203)
Change in unrealized appreciation (depreciation)             (57,789,631)          5,128,894            (52,660,737)
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations
 of reportable segments                                  $   (60,415,035)      $   5,741,410        $   (54,673,625)
--------------------------------------------------------------------------------------------------------------------


                                                            Tax-Managed
                                                              Growth               Real
At March 31, 2004                                           Portfolio*            Estate                Total
--------------------------------------------------------------------------------------------------------------------
Segment assets                                           $ 1,672,002,450       $ 567,251,073        $ 2,239,253,523
Segment liabilities                                            1,097,563         561,389,044            562,486,607
--------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments          $ 1,670,904,887       $   5,862,029        $ 1,676,766,916
--------------------------------------------------------------------------------------------------------------------

At December 31, 2003
--------------------------------------------------------------------------------------------------------------------
Segment assets                                           $ 1,640,828,100       $ 544,254,775        $ 2,185,082,875
Segment liabilities                                                    -         533,483,765            533,483,765
--------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) of reportable segments          $ 1,640,828,100       $  10,771,010        $ 1,651,599,110
--------------------------------------------------------------------------------------------------------------------
</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:

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Three Months       Three Months
                                                                                      Ended              Ended
                                                                                  March 31, 2004     March 31, 2003
                                                                                 ----------------   ----------------
<S>                                                                               <C>                 <C>
Revenue:
 Revenue from reportable segments                                                 $ 22,317,028        $ 20,262,841
 Unallocated amounts:
  Interest earned on cash not invested in the Portfolio or in subsidiaries              23,081               3,240
                                                                                 ----------------   ----------------
Total revenue                                                                     $ 22,340,109        $ 20,266,081
                                                                                 ----------------   ----------------

Net increase (decrease) in net assets from operations:
 Net increase (decrease) in net assets from operations of reportable segments     $ 31,493,142        $(54,673,625)
 Unallocated amounts:
  Interest earned on cash not invested in the Portfolio or in subsidiaries              23,081               3,240
 Unallocated amounts (1):
  Distribution and servicing fees                                                     (821,760)           (612,071)
  Audit, tax and legal fees                                                            (36,773)            (85,248)
  Interest expense on Credit Facility                                                 (125,839)            (36,615)
  Other operating expenses                                                             (20,681)            (25,678)
                                                                                 ----------------   ----------------
Total net increase (decrease) in net assets from operations                       $ 30,511,170        $(55,429,997)
                                                                                 ----------------   ----------------


                                                                                  March 31, 2004     December 31, 2003
                                                                                 ----------------   -------------------
Net assets:
 Net assets of reportable segments                                                $1,676,766,916      $1,651,599,110
 Unallocated cash (2)                                                                  1,572,743             412,226
 Short-term investments (2)                                                            6,105,000           7,614,214
 Loan payable - Credit Facility (3)                                                  (34,763,915)        (27,026,426)
 Other liabilities                                                                      (111,435)           (144,366)
                                                                                 -----------------  -------------------
Total net assets                                                                  $1,649,569,309      $1,632,454,758
                                                                                 -----------------  -------------------
</TABLE>

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

(2)  Unallocated  cash  and  short-term  investments  represent  cash  and  cash
     equivalents not invested in the Portfolio or real estate assets.

                                       14
<PAGE>

(3)  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.

7    Subsequent Events

On May 3, 2004,  Belrose  Realty  entered into an  agreement  to  establish  and
acquire  a  majority  interest  in  a  controlled  subsidiary.  This  controlled
subsidiary will indirectly own certain  industrial  properties with an estimated
value of approximately  $200,000,000 at acquisition.  Belrose Realty is expected
to own an 80% interest in the controlled  subsidiary and a minority  shareholder
will own the remaining  interest.  Based on the terms of the current agreements,
Belrose  Realty  expects to acquire the investment in the third quarter of 2004.
The minority shareholder of the controlled subsidiary,  or an affiliate thereof,
will manage the real property.

It is expected that the real property  will be financed  through first  mortgage
loans secured by the  properties  and an assignment of certain leases and rents.
The loans are  expected to be without  recourse  to Belrose  Capital and Belrose
Realty. No financing agreement has been entered into at this time.

On May 3,  2004,  Belrose  Capital  entered  into a forward  interest  rate swap
agreement  with Merrill  Lynch Capital  Services,  Inc. in  anticipation  of its
future  investment in the  controlled  subsidiary for the purpose of hedging the
interest rate of substantially all of the expected fixed-rate mortgage financing
of the real property over an expected 8-year term. Under such agreement, Belrose
Capital has agreed to made  periodic  payments  at fixed  rates in exchange  for
payments at floating rates. The notional amount of the contract is $108,200,000,
which  approximates  Belrose Capital's  expected 80% interest in the anticipated
secured debt of the  controlled  subsidiary.  The floating  interest  rate to be
received by Belrose Capital is three-month  LIBOR and the fixed interest rate to
be paid by Belrose Capital is 4.875%. The swap agreement entered into by Belrose
Capital is effective in June 2004 and terminates in June 2012.

                                       15
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
        ------------------------------------------------------------------------

THE INFORMATION IN THIS REPORT CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN THE
MEANING OF THE FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS TYPICALLY ARE
IDENTIFIED BY USE OF TERMS SUCH AS "MAY," "WILL," "SHOULD,"  "MIGHT,"  "EXPECT,"
"ANTICIPATE,"  "ESTIMATE,"  AND SIMILAR  WORDS,  ALTHOUGH  SOME  FORWARD-LOOKING
STATEMENTS ARE EXPRESSED DIFFERENTLY. THE ACTUAL RESULTS OF BELROSE CAPITAL FUND
LLC  (THE  FUND)  COULD   DIFFER   MATERIALLY   FROM  THOSE   CONTAINED  IN  THE
FORWARD-LOOKING  STATEMENTS DUE TO A NUMBER OF FACTORS.  THE FUND  UNDERTAKES NO
OBLIGATION  TO UPDATE  PUBLICLY  ANY  FORWARD-LOOKING  STATEMENTS,  WHETHER AS A
RESULT OF NEW INFORMATION,  FUTURE EVENTS,  OR OTHERWISE,  EXCEPT AS REQUIRED BY
APPLICABLE  LAW.  FACTORS  THAT COULD  AFFECT THE FUND'S  PERFORMANCE  INCLUDE A
DECLINE IN THE U.S.  STOCK MARKETS OR IN GENERAL  ECONOMIC  CONDITIONS,  ADVERSE
DEVELOPMENTS  AFFECTING THE REAL ESTATE  INDUSTRY,  OR  FLUCTUATIONS IN INTEREST
RATES.

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

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED  MARCH 31,  2004  COMPARED TO THE
QUARTER ENDED MARCH 31, 2003
--------------------------------------------------------------------------------

(a)  RESULTS OF OPERATIONS.
---------------------------

Increases and decreases in the Fund's net asset value per share are derived from
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 minority interest in net income of the 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 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,  interest and
expenses  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  arrangements  (the Credit Facility),  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  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.

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  Standard &
Poor's  500  Composite  Index (the S&P 500) as the  Fund's  primary  performance
benchmark.  The S&P 500 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 Portfolio.  In measuring the performance of the
Fund's  real  estate  investments  held  through  Belrose  Realty,  Eaton  Vance
considers whether, through current returns and changes in valuation, the real










--------------------------
(1)  Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that shares, when redeemed,  may be worth
     more  or  less  than  their  original  cost.   Returns  are  calculated  by
     determining the percentage change in net asset value with all distributions
     reinvested.  The Portfolio's total return for the period reflects the total
     return of another fund that invests in the Portfolio,  adjusted for certain
     fund  expenses.  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.  It is not  possible  to  invest
     directly in an Index.

                                       16
<PAGE>

estate  investments  achieve returns that over the long-term  exceed the cost of
the  borrowing  incurred  to acquire  such  investments  and thereby add to Fund
returns. The Fund has entered into interest rate swap agreements to fix the cost
of its borrowings  under the Credit  Facility used to acquire  Belrose  Realty's
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 1.89% for the quarter  ended March 31,  2004.  This
return  reflects 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.  For
comparison,  the S&P 500 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 the period. Last year, the Fund's total return was -4.42% for the quarter
ended March 31, 2003.  This return  reflected a decrease in the Fund's net asset
value per share  from  $76.86 to $73.42  and a  distribution  of $0.05 per share
during the period. For comparison, the S&P 500 had a total return of -3.15% over
the same period.  The  performance of the Fund exceeded that of the Portfolio by
approximately 0.29% during that period.

PERFORMANCE  OF THE  PORTFOLIO.  For the  quarter  ended  March  31,  2004,  the
Portfolio's  total  return was 2.12%,  compared to -4.71% for the quarter  ended
March 31, 2003.  International unrest coupled with weak employment, a struggling
dollar and surging oil prices pressured domestic markets in the first quarter of
2004.  Like the quarter  ended March 31,  2003,  volatility  was high during the
first quarter of 2004. However,  unlike the first quarter of 2003, major indices
experienced  positive returns in 2004 as fiscal and monetary  stimuli  supported
robust corporate earnings and productivity  growth.  During the first quarter of
2004, companies on average reported better than expected sales trends, increased
dividends  and  initiated  sizeable  share  buybacks  reflecting a steady global
economic  recovery.  While  large  capitalization  stocks  outperformed  smaller
capitalization  stocks  during the first quarter of 2003,  small  capitalization
stocks  outperformed  large-cap  companies  during the later months of 2003, and
continued to do so in the first quarter of 2004.  In addition,  during the first
quarter of 2004 higher quality stocks regained performance  leadership over last
year's prevailing higher volatility stocks.

During the quarter  ended March 31,  2004,  the  Portfolio's  sector  allocation
remained  similar to its allocation at March 31, 2003. The Portfolio's  stronger
quarterly  performance  relative to the S&P 500 during the first quarter of 2004
resulted from its  diversified  industry  exposure and positive stock  selection
decisions.  During the quarter  ended March 31,  2004,  the  Portfolio  remained
underweight  in  the  information   technology   sector,  the  market's  weakest
performing sector. Stock selection by the Portfolio's investment adviser, Boston
Management and Research  (Boston  Management),  in the computer  peripherals and
electronic equipment  industries was particularly  beneficial to the Portfolio's
performance  during the first  quarter of 2004.  Similar to the first quarter of
2003, valuation concerns prompted a de-emphasis of the telecommunication  sector
during the first quarter of 2004.  However,  telecommunication  services  stocks
generally  performed well during the first quarter of 2004. Similar to the first
quarter of 2003, the Portfolio was overweight the industrials sector. During the
first  quarter of 2004,  attractive  valuations  and positive  secular  business
trends  helped  machinery,  building  products  and  airfreight  stocks  of  the
aforementioned sector advance higher.

In the first quarter of 2003, Boston Management began increasing the Portfolio's
exposure to the energy  sector,  a change from its previous  underweight  stance
versus  the S&P  500.  This  allocation  shift  has  aided  performance,  as oil
exploration  and other energy  equipment and service names benefited from rising
oil prices.  Although the  Portfolio's  relative  overweight  of the  financials
sector  contributed  to its positive  return  during the quarter ended March 31,
2004, the sub-par  performance of its commercial  bank and capital market stocks
hindered returns during the quarter. While Boston Management remained optimistic
on the consumer,  it slightly trimmed the Portfolio's relative overweight in the
consumer  discretionary  and  staples  sectors.  Portfolio  holdings in leisure,
retail,  and personal products benefited from continued consumer spending driven
by tax refunds, strong refinancing activity and increases in wages and salaries.
The Portfolio maintained an underweight of the healthcare sector relative to the
S&P 500 during the  quarter  ended  March 31,  2004,  but added to  holdings  of
stronger  quarterly   performers  such  as  healthcare   equipment  and  service
companies.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held  through  Belrose  Realty.  As of March 31, 2004,  real estate  investments
included majority interests in real estate joint ventures (the Real Estate Joint
Ventures) and a portfolio of  Partnership  Preference  Units that are affiliated
with publicly  traded real estate  investment  trusts  (REITs).  As of March 31,
2004, the estimated fair value of the Fund's real estate investments represented
24.7% of the Fund's total  assets.  Adjusting  for the minority  interest of the
real estate operating  company that is the principal  minority  investor in each
Real  Estate  Joint  Venture  as of March  31,  2004,  the  Fund's  real  estate
investments represented 28.3% of the Fund's net assets.

Like the quarter  ended March 31,  2003,  operations  of Belrose  Realty's  Real
Estate Joint  Ventures were  impacted by weak  multifamily  market  fundamentals
during  the  quarter  ended  March 31,  2004.  Rental  income  from real  estate
operations  decreased to approximately $16.2 million for the quarter ended March

                                       17
<PAGE>

31, 2004 compared to approximately $16.3 million for the quarter ended March 31,
2003,  a  decrease  of $0.1  million  or 1%.  This  decrease  was due to reduced
apartment rental rates, increased rent concessions and lower occupancy levels at
properties  owned by the Real Estate Joint Ventures,  trends that continued from
2003.

Property operating expenses for Belrose Realty's Real Estate Joint Ventures were
approximately  $7.1  million for each of the  quarters  ended March 31, 2004 and
March 31,  2003  (property  operating  expenses  are  before  certain  operating
expenses  of  Belrose  Realty  of  approximately  $0.8  million  for each of the
quarters  ended March 31, 2004 and March 31, 2003).  The  near-term  outlook for
multifamily property operations continues to be weak. While anticipated economic
and employment  growth is expected to lead to improvements over the longer term,
significant  employment  growth has not yet  occurred  in most  markets  and low
interest rates have contributed to continued apartment move-outs due to new home
purchases and increased  competition for new residents from ongoing  development
of new multifamily properties. As a result, Boston Management,  Belrose Realty's
manager,  expects that real estate operating results in 2004 will continue to be
similar to 2003's results.

At March 31, 2004, the estimated fair value of the real  properties held through
Belrose Realty was approximately $473.7 million compared to approximately $467.4
million  at March 31,  2003,  an  increase  of $6.3  million  or 1%.  The modest
increase in estimated real property values at March 31, 2004 resulted from lower
capitalization rates in a lower-return  environment,  which more than offset the
impact on property values of lower near-term income expectations. Belrose Realty
saw unrealized appreciation in the estimated fair value of its other real estate
investments  (which includes Real Estate Joint Ventures) of  approximately  $0.3
million during the quarter ended March 31, 2004 compared to  approximately  $0.8
million in  unrealized  appreciation  during the quarter  ended March 31,  2003.
During the  quarter  ended March 31,  2003,  weak  market  conditions  were also
present,  but changes in asset values for multifamily  properties were generally
modest as decreases in  capitalization  rates largely  offset  declining  income
level expectations.

On May 3, 2004,  Belrose Realty entered into  agreements to establish  Deerfield
Property Trust  (Deerfield),  form ProLogis Six Rivers Limited  Partnership  (in
association  with  subsidiaries  of other  investment  funds  advised  by Boston
Management and ProLogis, a publicly-held REIT) (Six Rivers) and merge Six Rivers
with Keystone  Property Trust, a publicly-held  REIT (Keystone).  It is expected
that the merger will be consummated during the third quarter of 2004, subject to
the satisfaction of certain conditions precedent. Upon the ultimate consummation
of the  transactions,  Belrose  Realty will own an 80% interest in Deerfield and
ProLogis will own a 20% interest in Deerfield.  Deerfield will own a partnership
interest in Six Rivers  through which it will own 100% of the economic  interest
in certain industrial  properties  acquired through the merger of Six Rivers and
Keystone and valued at  approximately  $200 million at the date of  acquisition.
Prologis, or an affiliate thereof, will manage the properties. It is anticipated
that Keystone's existing direct fixed-rate obligations will be retired after the
merger date. It is  anticipated  that first mortgage  financing  estimated to be
60-65% of the property value will be obtained in connection with the acquisition
and will be  secured  by the  properties.  There  can be no  assurance  that the
conditions  precedent to the  consummation of the  transactions  described above
will be satisfied or that the financing  required to acquire the properties will
be obtained.

During the quarter ended March 31, 2004,  Belrose Realty  experienced  scheduled
redemptions   of  certain  of  its   Partnership   Preference   Units   totaling
approximately  $19.6  million,  recognizing  a  gain  of  $3.0  million  on  the
transactions.  During the quarter  ended  March 31,  2004,  Belrose  Realty also
acquired  interests  in  additional   Partnership  Preference  Units  (including
acquisitions from other investment funds advised by Boston Management)  totaling
approximately  $44.5 million. At March 31, 2004, the estimated fair value of the
Partnership  Preference Units totaled $80.9 million compared to $54.8 million at
March 31, 2003,  an increase of $26.1  million or 48%. The increase in value was
due to the increase in the number of Partnership  Preference Units held at March
31,  2004.  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, 2003 were no longer held at March 31, 2004. Boston Management  expects
this trend to continue through 2004.

The  Fund  saw  unrealized  depreciation  in the  estimated  fair  value  of its
Partnership  Preference Units of  approximately  $3.8 million during the quarter
ended March 31, 2004 compared to unrealized  appreciation of approximately  $5.0
million for the quarter  ended March 31, 2003.  For the quarter  ended March 31,
2004, net unrealized  depreciation  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 Realty at March 31,
2004  (as  described  above),  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.  During the quarter  ended March


                                       18
<PAGE>

31, 2003, Belrose Realty's investments in Partnership Preference Units generally
benefited   from   declining   interest   rates  and   tightening   spreads   in
income-oriented securities, particularly in real estate-related securities.

Distributions from Partnership  Preference Units for the quarter ended March 31,
2004 totaled $2.8 million  compared to $1.0 million for the quarter  ended March
31, 2003, an increase of $1.8 million. The increase was 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,
2004,  net  realized  and  unrealized  losses on the Fund's  interest  rate swap
agreements  totaled  approximately  $5.4  million,  compared to net realized and
unrealized  losses of $1.7  million for the quarter  ended March 31,  2003.  Net
realized and  unrealized  losses on swap  agreements for the quarter ended March
31, 2004 consisted of $4.4 million of unrealized  depreciation due to changes in
swap agreement valuations and $1.0 million of periodic payments made pursuant to
outstanding  swap agreements (and classified as realized losses on interest rate
swap agreements).  For the quarter ended March 31, 2003, the Fund had unrealized
depreciation  of $0.6 million due to swap agreement  valuation  changes and $1.1
million of swap agreement periodic payments. The 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.  During the quarter
ended March 31, 2003, relevant swap rates were substantially unchanged resulting
in minimal impact on Fund performance from changes in swap agreement  valuations
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  equity in its 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
short-term liquidity needs of the Fund. In the future, the Fund may increase the
size of the  Credit  Facility  (subject  to lender  consent)  and the  amount of
outstanding  borrowings  thereunder.   As  of  March  31,  2004,  the  Fund  had
outstanding  borrowings of $216.0  million and unused loan  commitments of $54.9
million under the Credit Facility.  On March 16, 2004, the Fund amended its loan
agreement  with DrKW  Holdings,  Inc. to  establish a borrowing  limit of $216.0
million under that agreement.

On May 3, 2004,  Belrose  Realty entered an agreement to establish and acquire a
majority  interest in a Real Estate Joint Venture,  Deerfield.  Belrose Realty's
acquisition  of its  interest  in  Deerfield  is  expected to occur in the third
quarter of 2004.  Deerfield is expected to indirectly own industrial  properties
with a value of approximately $200 million at acquisition.  Belcrest Realty will
own 80% of the  interests  in  Deerfield.  The  amount of Belrose  Realty's  net
investment  in  Deerfield  will  depend in part on the terms of the  anticipated
mortgage financing to be obtained for the real estate assets,  closing costs and
other  consideration.  The Fund  plans to  increase  its  borrowings  under  the
existing  Credit  Facility  to fund  its  equity  in  Deerfield  and  has  begun
discussions with DrKW Holdings, Inc. and Merrill Lynch Mortgage Capital, Inc. in
anticipation of its investment in Deerfield.

The Fund has entered into interest rate swap agreements with respect to 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 at a predetermined spread plus one-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, 2004, the unrealized depreciation
related to the interest rate swap agreements was approximately $2.9 million.  As
of March 31, 2003, the unrealized depreciation related to the interest rate swap
agreements was approximately $12.2 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 Fund's  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  Fund's  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 its borrowings  under the Credit  Facility used to
acquire Belrose  Realty's equity in its 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-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

                                       19
<PAGE>

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 and Note 6
to the Fund's unaudited condensed  consolidated  financial  statements in Item 1
above.

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

<TABLE>
<CAPTION>
                                                                                               Estimated
                             2005        2006-2009      Thereafter           Total             Fair Value
------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>                <C>              <C>                 <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                                    $344,219,483       $344,219,483        $405,400,000
Average interest rate                                           7.53%              7.53%
------------------------
Variable-rate Credit
Facility                                                $216,000,000       $216,000,000        $216,000,000
Average interest rate                                           1.39%              1.39%
------------------------------------------------------------------------------------------------------------
Rate sensitive
derivative financial
instruments:
------------------------
Pay fixed/receive
variable interest rate
swap agreements                                         $152,838,000       $152,838,000        $ (2,940,460)
Average pay rate                                                4.10%              4.10%
Average receive rate                                            1.39%              1.39%
------------------------------------------------------------------------------------------------------------
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: 7.58%                                     $16,616,170       $ 16,616,170        $ 20,776,840

Kilroy Realty, L.P.,
7.45% Series A
Cumulative Redeemable
Preferred Units,
Callable 9/30/09,
Current Yield: 7.82%                                     $15,898,220       $ 15,898,220        $ 19,064,520

Liberty Property L.P.,
9.25% Series B
Cumulative Redeemable
Preferred Units,
Callable 7/28/04,
Current Yield: 9.06%      $18,130,840                                      $18,130,840         $ 17,871,000

PSA Institutional
Partners, L.P., 6.4%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 6.90%                                     $26,399.900       $26,399,900         $ 23,180,000
 </TABLE>
*    The  investments  listed reflect  holdings as of March 31, 2004. The Fund's
     current holdings may differ.

                                       20
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES.
---------------------------------

Eaton Vance, as the Fund's manager, conducted an evaluation of 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.
Based on that  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
Officer  concluded  that the Fund's  disclosure  controls  and  procedures  were
effective.  There were no changes in the Fund's internal  control over financial
reporting  that  occurred  during the  quarter  ended  March 31,  2004 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.

PART II. OTHER INFORMATION

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

Although  in the  ordinary  course of  business,  the Fund,  Belrose  Realty and
Belrose   Realty's   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.  CHANGES IN  SECURITIES, USE OF  PROCEEDS AND ISSUER PURCHASES OF EQUITY
         SECURITIES.
--------------------------------------------------------------------------------

As  described  in the  Fund's  Annual  Report  on Form  10-K for the year  ended
December 31,  2003,  shares of the Fund may be redeemed by  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 Report
on Form 10-K for the fiscal year ending December 31, 2003). During each month in
the quarter  ended March 31, 2004,  the total number of shares  redeemed and the
average price paid per share were as follows:

                          Total No. of Shares    Average Price Paid Per
  Month Ended                  Redeemed(1)                Share
-------------------------------------------------------------------------
  January 31, 2004                 0                    $   --
-------------------------------------------------------------------------
  February 29, 2004            2,783.858                $97.45
-------------------------------------------------------------------------
  March 31, 2004               57,362.723               $94.47
-------------------------------------------------------------------------
  Total                        60,146.581               $94.66
-------------------------------------------------------------------------
(1)  All shares  redeemed  during the  periods  were  redeemed  at the option of
     Shareholders  pursuant to the Fund's  redemption  policy.  The Fund has not
     announced  any plans or programs  to  repurchase  shares  other than at the
     option of Shareholders.

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

None.

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

No matters were submitted to a vote of security  holders during the three months
ended March 31, 2004.

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

None.

                                       21
<PAGE>

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:

4.1(b)    Amendment  No.  2 dated  March  16,  2004 to  the  Loan  and  Security
          Agreement between Belrose Capital Fund LLC and DrKW Holdings, Inc.

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.
                                       22
<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, 2004.





                                    BELROSE CAPITAL FUND LLC


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

                                       23
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

4.1(b) Amendment  No. 2 dated March 16, 2004 to the Loan and Security  Agreement
       between Belrose Capital Fund LLC and DrKW Holdings, Inc.

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

                                       24