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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2003
                                                 -------------
                          Commission File No. 000-50258
                                              ---------


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



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

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

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


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


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

                                   YES  X      NO
                                       ---     ----

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

                                   YES         NO  X
                                       ---        ---

<PAGE>
                            BELROSE CAPITAL FUND LLC
                               Index to Form 10-Q

PART I.   FINANCIAL INFORMATION                                             Page

Item 1.   Condensed Consolidated Financial Statements.........................3

          Condensed Consolidated Statements of Assets and Liabilities
          as of June 30, 2003 (Unaudited) and December 31, 2002...............3

          Condensed Consolidated Statements of Operations (Unaudited)
          for the Three Months Ended June 30, 2003 and 2002 and for the
          Six Months Ended June 30, 2003 and the Period Ended
          June 30, 2002.......................................................4

          Condensed Consolidated Statements of Changes in Net Assets
          (Unaudited) for the Six Months Ended June 30, 2003 and the
          Period Ended June 30, 2002..........................................6

          Condensed Consolidated Statements of Cash Flows (Unaudited)
          for the Six Months Ended June 30, 2003 and for the Period
          Ended June 30, 2002.................................................7

          Financial Highlights (Unaudited) for the Six Months Ended
          June 30, 2003.......................................................9

          Notes to Condensed Consolidated Financial Statements as of
          June 30, 2003 (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..........21

Item 4.   Controls and Procedures.............................................22

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...................................................22

Item 2.   Changes in Securities and Use of Proceeds...........................22

Item 3.   Defaults Upon Senior Securities.....................................22

Item 4.   Submission of Matters to a Vote of Security Holders.................23

Item 5.   Other Information...................................................23

Item 6.   Exhibits and Reports on Form 8-K....................................23

SIGNATURES....................................................................24

EXHIBIT INDEX.................................................................25

                                        2

<PAGE>
PART I.   FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.
----------------------------------------------------

BELROSE CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

<TABLE>
<CAPTION>
                                                                                 June 30, 2003          December 31,
                                                                                  (Unaudited)               2002
<S>                                                                             <C>                     <C>
Assets:
  Investment in Belvedere Capital Fund Company LLC
    (Belvedere Capital)                                                         $1,450,899,286        $1,264,314,536
  Investment in Partnership Preference Units                                        57,054,894            41,849,305
  Investment in other real estate                                                  471,767,831           470,597,295
  Investment in short-term                                                           1,402,053                     -
                                                                                --------------        --------------
Total investments                                                               $1,981,124,064        $1,776,761,136
  Cash                                                                               7,414,830             7,214,141
  Escrow deposits - restricted                                                       2,636,428             3,239,060
  Dividends and interest receivable                                                    400,957               440,053
  Other assets                                                                       3,328,997             3,553,337
                                                                                --------------        --------------
Total assets                                                                    $1,994,905,276        $1,791,207,727
                                                                                --------------        --------------

Liabilities:
  Loan payable - Credit Facility                                                $  168,300,000        $  155,300,000
  Mortgages payable                                                                344,219,483           344,219,483
  Open interest rate swap contracts, at value                                       16,495,158            11,552,842
  Security deposits                                                                  1,023,412             1,012,016
  Swap interest payable                                                                157,674               129,883
  Accrued expenses:
    Interest expense                                                                 2,469,519             2,438,911
    Property taxes                                                                   2,678,578             2,575,189
    Other expenses and liabilities                                                   2,023,774             2,546,403
  Minority interests in controlled subsidiaries                                     25,862,569            29,431,345
                                                                                --------------        --------------
Total liabilities                                                               $  563,230,167        $  549,206,072
                                                                                --------------        --------------

Net assets                                                                      $1,431,675,109        $1,242,001,655

                                                                                --------------        --------------
Shareholders' Capital                                                           $1,431,675,109        $1,242,001,655
                                                                                --------------        --------------

Shares Outstanding                                                                  17,159,761            16,160,271
                                                                                --------------        --------------

Net asset value and redemption price per Share                                  $        83.43        $        76.86
                                                                                --------------        --------------
</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      Six Months
                                                        Ended June 30,      Ended June 30,   Ended June 30,     Period Ended
                                                             2003                2003             2003         June 30, 2002*
                                                        --------------      --------------   --------------    --------------
<S>                                                     <C>                 <C>              <C>               <C>
Investment Income:
  Dividends allocated from Belvedere Capital
    (net of foreign taxes of $92,084, $18,831,
    $151,447 and $20,270, respectively)                  $ 5,063,208         $1,291,504        $ 9,806,609       $ 1,361,486
  Interest allocated from Belvedere Capital                  158,393             30,739            246,968            32,515
  Expenses allocated from Belvedere Capital               (2,128,086)          (617,205)        (4,044,132)         (677,714)
                                                        --------------      --------------   --------------    --------------
  Net investment income allocated from
    Belvedere Capital                                    $ 3,093,515         $   705,038       $ 6,009,445       $   716,287
  Rental income                                           16,086,495           9,078,119        32,420,280        10,882,832
  Dividends from Partnership Preference Units              1,198,457              87,050         2,195,038           124,881
  Interest                                                    26,591              15,886            46,376            23,996
                                                        --------------      --------------   --------------    --------------
Total investment income                                  $20,405,058         $ 9,886,093       $40,671,139       $11,747,996
                                                        --------------      --------------   --------------    --------------

Expenses:
  Investment advisory and administrative fees            $ 1,234,123         $   421,815       $ 2,368,839       $   462,828
  Property management fees                                   649,248             366,756         1,301,734           438,944
  Distribution and servicing fees                            684,681             196,723         1,296,752           215,451
  Interest expense on mortgages                            6,579,443           3,584,061        13,158,882         4,339,276
  Interest expense on Credit Facility                        748,300             367,308         1,480,592           408,328
  Interest expense on swap contracts                       1,131,355             414,122         2,182,638           453,709
  Property and maintenance expenses                        4,471,340           2,311,955         8,728,038         2,738,384
  Property taxes and insurance                             2,126,971           1,154,520         4,316,313         1,362,901
  Organizational expenses                                          -             (13,474)                -           668,356
  Miscellaneous                                              313,876             252,400           585,711           342,971
                                                        --------------      --------------   --------------    --------------
Total expenses                                            17,939,337         $ 9,056,186       $35,419,499       $11,431,148
Deduct-
  Reduction of investment advisory and
    administrative fees                                      344,919              99,996           650,361           109,304
                                                        --------------      --------------   --------------    --------------
Net expenses                                             $17,594,418         $ 8,956,190       $34,769,138       $11,321,844
                                                        --------------      --------------   --------------    --------------
Net investment income before minority
  interests in net income of controlled
  subsidiaries                                           $ 2,810,640         $   929,903       $ 5,902,001       $   426,152
Minority interests in net income of
  controlled subsidiaries                                   (458,996)           (369,566)         (973,697)         (439,222)
                                                        --------------      --------------   --------------    --------------
Net investment income (loss)                             $ 2,351,644         $   560,337       $ 4,928,304       $   (13,070)
                                                        --------------      --------------   --------------    --------------
</TABLE>

* For the period from start of business, March 19, 2002, to June 30, 2002.

       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      Six Months
                                                        Ended June 30,      Ended June 30,   Ended June 30,     Period Ended
                                                             2003                2003             2003         June 30, 2002*
                                                        --------------      --------------   --------------    --------------
<S>                                                     <C>                 <C>              <C>               <C>
Realized and Unrealized Gain (Loss)
Net realized gain (loss) -
  Investment transactions from Belvedere
    Capital  (identified cost basis)                     $  2,425,286       $ (2,043,241)     $ (2,920,634)     $ (2,018,261)
                                                        --------------      --------------   --------------    --------------
Net realized gain (loss)                                 $  2,425,286       $ (2,043,241)     $ (2,920,634)     $ (2,018,261)
                                                        --------------      --------------   --------------    --------------

Change in unrealized appreciation
  (depreciation) -
    Investment in Belvedere Capital
     (identified cost basis)                             $166,965,607       $(59,171,661)     $109,175,976      $(62,139,774)
    Investments in Partnership Preference Units
     (identified cost basis)                                2,211,391            143,081         7,171,989           104,770
    Investments in other real estate
     (net of minority interests in unrealized
     gain (loss) of controlled subsidiaries of
     $86,763, $(293,643), $(4,648,190)
     and $189,811, respectively)                             3,138,098           (333,263)        3,947,885        (1,988,148)
    Interest rate swap contracts                           (4,300,825)        (2,634,124)       (4,942,316)       (2,705,772)
                                                        --------------      -------------    --------------    --------------
Net change in unrealized appreciation
  (depreciation)                                         $168,014,271       $(61,995,967)     $115,353,534      $(66,728,924)
                                                        --------------      -------------    --------------    --------------
Net realized and unrealized gain (loss)                  $170,439,557       $(64,039,208)     $112,432,900      $(68,747,185)
                                                        --------------      -------------    --------------    --------------
Net increase (decrease) in net assets from
  operations                                             $172,791,201       $(63,478,871)     $117,361,204      $(68,760,255)
                                                        ==============      =============    ==============    ==============
</TABLE>

* For the period from start of business, March 19, 2002, to June 30, 2002.

       See notes to unaudited condensed consolidated financial statements

                                        5

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

<TABLE>
<CAPTION>
                                                                                Six Months
                                                                              Ended June 30,       Period Ended
                                                                                   2003            June 30, 2002*
                                                                              --------------       --------------
<S>                                                                           <C>                  <C>
Increase (Decrease) in Net Assets:
  Net investment income (loss)                                                $    4,928,304        $    (13,070)
  Net realized loss from investment transactions                                  (2,920,634)         (2,018,261)
  Net change in unrealized appreciation (deprectiaion)
    of investments                                                               115,353,534         (66,728,924)
                                                                              --------------       --------------
Net increase (decrease) in net assets from operations                         $  117,361,204        $(68,760,255)
                                                                              --------------       --------------
Transactions in Fund Shares -
  Investment securities contributeded                                         $   95,047,136        $620,414,330
  Less - Selling commissions                                                        (325,083)         (3,008,539)
                                                                              --------------       --------------
  Net contributions                                                           $   94,722,053        $617,405,791
  Net asset value of Fund Shares issued to Shareholders in
    payment of distributions declared                                         $      348,050        $          -
  Net asset value of Fund Shares redeemed                                        (21,949,839)           (413,395)
                                                                              --------------       --------------
Net increase in net assets from Fund Share transactions                       $   73,120,264        $616,992,396
                                                                              --------------       --------------
Distributions -
  Distributions to Shareholders                                               $     (808,014)       $          -
                                                                              --------------       --------------
Total distributions                                                           $     (808,014)       $          -
                                                                              --------------       --------------
Net increase in net assets                                                    $  189,673,454        $548,232,141

Net assets:
  At beginning of period                                                      $1,242,001,655        $         -
                                                                              --------------       --------------
  At end of period                                                            $1,431,675,109        $548,232,141
                                                                              ==============       ==============
</TABLE>

* For the period from start of business, March 19, 2002, to June 30, 2002.

       See notes to unaudited condensed consolidated financial statements

                                        6

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

<TABLE>
<CAPTION>
                                                                                      Six Months
                                                                                     Ended June 30,          Period Ended
                                                                                         2003                June 30, 2002*
                                                                                     --------------          --------------
<S>                                                                                  <C>                     <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                                $117,361,204            $(68,760,255)
Adjustments to reconcile net increase (decrease) in net assets from operations
  to net cash flows for operating activities -
    Amortization of debt issuance costs                                                   206,617                  51,774
    Net investment income allocated from Belvedere Capital                             (6,009,445)               (716,287)
    Decrease in escrow deposits                                                           602,632                 883,869
    Decrease in other assets                                                               17,723                   7,594
    Decrease (increase) in dividends and interest receivable                               39,096                 (38,138)
    Increase in interest payable for open swap contracts                                   27,791                  71,804
    (Decrease) increase in security deposits, accrued interest and
      other expenses and liabilities                                                     (480,625)                263,006
    Increase in accrued property taxes                                                    103,389                 733,374
    Purchases of Partnership Preference Units                                          (8,033,600)             (3,547,905)
    Payments for investments in other real estate                                               -             (64,553,951)
    Cash assumed in connection with acquisition of other real estate                            -               3,625,569
    Improvements to rental property                                                    (1,870,841)               (513,245)
    Increase in short-term investments                                                 (1,402,053)                      -
    Net decrease (increase) in investment in Belvedere Capital                           1,651,420               (312,357)
    Increase in minority interest                                                                -                210,000
    Minority interests in net income of controlled subsidiaries                            973,697                439,222
    Net realized loss from investment transactions                                       2,920,634              2,018,261
    Net change in unrealized (appreciation) depreciation of investments               (115,353,534)            66,728,924
                                                                                     --------------          --------------
Net cash flows for operating activities                                              $  (9,245,895)          $(63,408,741)

Cash Flows From (For) Financing Activities -
  Proceeds from Credit Facility                                                      $  13,000,000           $ 73,000,000
  Cash contribution from Investment Adviser                                                      -                 10,000
  Payments on behalf of investors (selling commissions)                                   (325,083)            (3,008,539)
  Payments for Fund Shares redeemed                                                     (2,874,086)              (413,395)
  Payment of distributions to minority shareholders                                              -                (19,572)
  Distributions paid to Shareholders                                                      (459,964)                     -
  Capital contributed to controlled subsidiaries                                           105,717                      -
                                                                                     --------------          --------------
Net cash flows from financing activities                                             $   9,446,584           $ 69,568,494

Net increase in cash                                                                 $     200,689           $  6,159,753

Cash at beginning of period                                                          $   7,214,141           $          -
                                                                                     --------------          --------------
Cash at end of period                                                                $   7,414,830           $  6,159,753
                                                                                     ==============          ==============
</TABLE>

* For the period from start of business, March 19, 2002, to June 30, 2002.

       See notes to unaudited condensed consolidated financial statements

                                        7

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

<TABLE>
<CAPTION>
                                                                                       Six Months
                                                                                     Ended June 30,          Period Ended
                                                                                          2003              June 30, 2002*
                                                                                     --------------         --------------
<S>                                                                                  <C>                    <C>
Supplemental Disclosure and Non-cash Investing and
  Financing Activities -
    Securities contributed by Shareholders, invested in Belvedere Capital            $ 95,047,136            $620,414,330
    Interest paid on loan - Credit Facility                                          $  1,389,862            $    206,246
    Interest paid on mortgages                                                       $ 12,952,265            $  2,889,075
    Interest paid on swap contracts                                                  $  2,154,847            $    381,905
    Market value of securities distributed in payment of redemptions                 $ 19,075,753            $          -
    Market value of real property and other assets, net of current
      liabilities, assumed in conjunction with acquisition of other
      real estate                                                                    $          -            $317,807,773
    Mortgage assumed in conjunction with acquisition of other real estate            $          -            $223,219,483
</TABLE>

* For the period from start of business, March 19, 2002, to June 30, 2002.

       See notes to unaudited condensed consolidated financial statements

                                        8

<PAGE>
BELROSE CAPITAL FUND LLC as of June 30, 2003
Condensed Consolidated Financial Statements (Continued)

Financial Highlights (Unaudited)

For the Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
Net asset value - Beginning of period                   $     76.860
--------------------------------------------------------------------------------

Income (loss) from operations
--------------------------------------------------------------------------------
Net investment income (6)                               $      0.291
Net realized and unrealized gain                               6.329
--------------------------------------------------------------------------------
Total income from operations                            $      6.620
--------------------------------------------------------------------------------

Distributions
--------------------------------------------------------------------------------
Distributions to Shareholders                           $     (0.050)
--------------------------------------------------------------------------------
Total distributions                                     $     (0.050)
--------------------------------------------------------------------------------
Net asset value - End of period                         $     83.430
--------------------------------------------------------------------------------
Total Return (1)                                                8.62%
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             As a Percentage          As a Percentage
                                                                             of Average Net           of Average Gross
                                                                                Assets(5)              Assets (2)(5)
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                      <C>
Expenses of Consolidated Real Property Subsidiaries
  Interest and other borrowing costs  (7)                                       1.64%  (8)                1.21%  (8)
  Operating expenses  (7)                                                       1.80%  (8)                1.33%  (8)
Belrose Capital Fund LLC Expenses
  Interest and other borrowing costs  (4)                                       0.56%  (8)                0.42%  (8)
  Investment advisory and administrative fees, servicing fees
    and other Fund operating expenses (3)(4)                                    1.15%  (8)                0.86%  (8)
                                                                             -----------------------------------------
Total expenses                                                                  5.15%  (8)                3.82%  (8)

Net investment income                                                           0.76%  (8)                0.56%  (8)
-----------------------------------------------------------------------------------------------------------------------
Supplemental Data
Net assets, end of period (000's omitted)                                                              $  1,431,675
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)                                               11%
-----------------------------------------------------------------------------------------------------------------------
</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  Capital) and
     Belrose  Capital's  ratable  share  of  the  assets  of  its  directly  and
     indirectly controlled subsidiaries),  without reduction by any liabilities.
     For this  purpose,  the assets of  Belrose  Realty  Corporation's  (Belrose
     Realty) controlled  subsidiaries are reduced by the proportionate interests
     therein of investors other than Belrose Realty.
(3)  Includes Belrose Capital's share of Belvedere Capital'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)  Annualized.

       See notes to unaudited condensed consolidated financial statements

                                        9

<PAGE>
BELROSE  CAPITAL  FUND LLC as of June 30, 2003 Notes to  Condensed  Consolidated
Financial Statements (Unaudited)

1 Basis of Presentation

The condensed  consolidated interim financial statements of Belrose Capital Fund
LLC (Belrose  Capital) and its subsidiaries  (collectively,  the Fund) have been
prepared by the Fund,  without audit, in accordance  with accounting  principles
generally  accepted  in the  United  States of  America  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally  accepted  in the United  States of  America  have been  condensed  or
omitted as permitted by such rules and regulations. All adjustments,  consisting
of normal recurring  adjustments,  have been included.  Management believes that
the disclosures are adequate to present fairly the financial  position,  results
of  operations,  cash flows and  financial  highlights  at the dates and for the
periods  presented.  It is suggested that these interim financial  statements be
read in conjunction with the financial statements and the notes thereto included
in the Fund's registration statement on Form 10. Results for interim periods are
not necessarily indicative of those to be expected for the full fiscal year.

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

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

2 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 make an election nor do the  restructured  Fund Shares have  preferential
rights  to Fund  Shares  that  have  not  been  restructured.  Shareholders  who
subdivide  Fund  Shares  under  this  election   sacrifice  certain  rights  and
privileges  that they would  otherwise  have with  respect to the Fund Shares so
divided,  including  redemption  rights and voting and consent rights.  Upon the
twentieth anniversary of the issuance of the associated undivided Fund Shares to
the original  holders  thereof,  Preferred and Common Shares will  automatically
convert into full and  fractional  undivided  Fund  Shares.  The  allocation  of
Belrose  Capital's  net asset  value  per  Share of $83.43 as of June 30,  2003,
between Preferred and Common shares that have been restructured is as follows:


                                                  Per Share Value At
                                                    June 30, 2003
                                  ----------------------------------------------
                                  ----------------------------------------------
                                         Preferred                  Common
   Date of Contribution                    Shares                   Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
    February 19, 2003                     $ 72.06                   $ 11.37


                                       10

<PAGE>
3 Investment Transactions

The following table  summarizes the Fund's  investment  transactions for the six
months ended June 30, 2003 and the period from the start of business,  March 19,
2002, to June 30, 2002:

<TABLE>
<CAPTION>
                                                              Six Months Ended                Period Ended
              Investment Transaction                           June 30, 2003                 June 30, 2002
<S>                                                           <C>                             <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
 Increases in investment in Belvedere Capital                  $    95,047,136              $    625,682,005
 Decreases in investment in Belvedere Capital                  $    20,727,173              $      4,965,318
 Purchases of Partnership Preference Units                     $     8,033,600              $      3,547,905
 Acquisitions of other real estate                             $          -                 $     64,553,951
</TABLE>

Purchases of Partnership  Preference  Units during the six months ended June 30,
2003 and the period  from the start of  business,  March 19,  2002,  to June 30,
2002,  represent  Partnership   Preference  Units  purchased  from  other  funds
sponsored by Eaton Vance  Management  (Eaton Vance).  Acquisitions of other real
estate  investments  represent Real Estate Joint  Ventures  purchased from other
funds sponsored by Eaton Vance for the period from the start of business,  March
19, 2002, to June 30, 2002.

4 Indirect Investment in Portfolio

The following  table  summarizes  the Fund's  investment in  Tax-Managed  Growth
Portfolio (the Portfolio)  through Belvedere Capital Fund Company LLC (Belvedere
Capital),  for the six months  ended June 30,  2003 and for the period  from the
start of business,  March 19, 2002, to June 30, 2002,  including  allocations of
income and expenses for the respective periods then ended:

<TABLE>
                                                                        Six Months Ended        Six Months Ended
                                                                         June 30, 2003          June 30, 2002
<S>                                                                     <C>                     <C>
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
 Belvedere Capital's interest in the Portfolio (1)                       $9,599,217,401          $9,414,074,868
 The Fund's investment in Belvedere Capital (2)                          $1,450,899,286          $  557,274,939
 Income allocated to Belvedere Capital from the Portfolio                $   66,798,353          $   34,543,981
 Income allocated to the Fund from Belvedere Capital                     $   10,053,577          $    1,394,001
 Expenses allocated to Belvedere Capital from the Portfolio              $   20,113,419          $   12,969,381
 Expenses allocated to the Fund from Belvedere Capital                   $    4,044,132          $      677,714
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As of June 30, 2003 and 2002, the value of Belvedere  Capital's interest in
     the Portfolio  represents  61.7% and 57.0% of the  Portfolio's  net assets,
     respectively.

(2)  As of June 30, 2003 and 2002,  the Fund's  investment in Belvedere  Capital
     represents 15.1% and 5.9% of Belvedere Capital's net assets, respectively.

A summary of the  Portfolio's  Statement of Assets and  Liabilities  at June 30,
2003,  December 31, 2002 and June 30, 2002 and its operations for the six months
ended June 30, 2003, for the period from the Fund's start of business, March 19,
2002, to December 31, 2002 and for the period from the Fund's start of business,
March 19, 2002, to June 30, 2002 follows:

<TABLE>
                                             June 30,             December 31,              June 30,
                                               2003                   2002                    2002
<S>                                     <C>                     <C>                   <C>
                                    -------------------------------------------------------------------
Investments, at value                   $15,616,951,272         $ 14,544,149,182      $ 16,438,266,069
Other assets                                 26,660,614               70,073,039           258,245,026
-------------------------------------------------------------------------------------------------------
Total assets                            $15,643,611,886         $ 14,614,222,221      $ 16,696,511,095
Total liabilities                            93,843,137               42,700,633           171,302,142
-------------------------------------------------------------------------------------------------------
Net assets                              $15,549,768,749         $ 14,571,521,588      $ 16,525,208,953
=======================================================================================================
Dividends and interest                  $   109,393,140         $    213,292,082      $    104,789,317
-------------------------------------------------------------------------------------------------------
Investment adviser fee                  $    31,979,032         $     71,564,552      $     38,983,369
Other expenses                                  985,298                2,577,489             1,249,484
-------------------------------------------------------------------------------------------------------
Total expenses                          $    32,964,330         $     74,142,041      $     40,232,853
-------------------------------------------------------------------------------------------------------
Net investment income                   $    76,428,810         $    139,150,041      $     64,556,464
Net realized losses                         (29,306,399)            (459,996,840)         (198,388,599)
</TABLE>

                                       11

<PAGE>
<TABLE>
<CAPTION>
<S>                                       <C>                   <C>                    <C>
Net change in unrealized
 appreciation (depreciation)              1,126,151,279         $(3,312,547,564)       (1,921,047,828)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
    assets from operations              $ 1,173,273,690         $(3,633,394,363)      $(2,054,879,963)
-------------------------------------------------------------------------------------------------------
</TABLE>

5 Interest Rate Swap Agreements

Belrose  Capital  has  entered  into  current  and  forward  interest  rate swap
agreements in connection  with its real estate  investments  and the  associated
borrowings.  Under such agreements,  Belrose Capital has agreed to make periodic
payments at fixed rates in exchange for payments at floating rates. The notional
or contractual  amounts of these  instruments may not necessarily  represent the
amounts  potentially  subject to risk. The  measurement of the risks  associated
with these  investments is meaningful only when  considered in conjunction  with
all related assets, liabilities and agreements. As of June 30, 2003 and December
31, 2002,  Belrose  Capital has entered into interest rate swap  agreements with
Merrill Lynch Capital Services, Inc., as listed below.

<TABLE>
<CAPTION>
               Notional                                                      Unrealized          Unrealized
               Amount                                                       Depreciation       Depreciation
  Effective    (000's         Fixed         Floating        Termination      at June 30,       at December 31,
    Date       omitted)       Rate            Rate             Date             2003                2002
<S>            <C>            <C>           <C>             <C>             <C>                <C>
-----------------------------------------------------------------------------------------------------------------
    03/02       $ 35,136      5.660%      LIBOR + 0.38%        03/07         $3,925,182         $ 3,478,871
    03/07         31,588      7.140%      LIBOR + 0.38%        07/09          1,595,537           1,134,349
    05/02         32,966      5.159%      LIBOR + 0.38%        03/07          3,080,475           2,591,755
    03/07         32,966      6.874%      LIBOR + 0.38%        11/10          1,997,092           1,309,376
    07/02         29,588      4.540%      LIBOR + 0.38%        03/07          2,096,975           1,580,735
    03/07         29,588      6.500%      LIBOR + 0.38%        07/09          1,097,528             683,659
    10/02         36,631      3.550%      LIBOR + 0.38%        03/07          1,273,768             480,992
    03/07         36,631      5.480%      LIBOR + 0.38%        11/09            599,002              67,648
    12/02          7,865      3.685%      LIBOR + 0.38%        03/07            312,194             146,897
    03/07          7,865      5.727%      LIBOR + 0.38%        07/09            179,209              78,560
    02/03          8,034      3.320%      LIBOR + 0.38%        03/07            211,970                   -
    03/07          8,034      5.480%      LIBOR + 0.38%        07/09            126,226                   -
-----------------------------------------------------------------------------------------------------------------
    Total                                                                  $ 16,495,158        $ 11,552,842
-----------------------------------------------------------------------------------------------------------------
</TABLE>

6 Debt

Credit  Facility - Effective on July 15, 2003,  Belrose  Capital  refinanced the
existing Credit Facility with Merrill Lynch Mortgage Capital,  Inc. with two new
credit   arrangements   (collectively,   the  New  Credit   Facility)   totaling
$225,000,000.  The New Credit Facility has a seven-year maturity and will expire
on June 25, 2010.  Belrose  Capital's  obligations under the New Credit Facility
are secured by a pledge of its  assets,  excluding  the assets of Bel  Apartment
Properties  Trust (Bel Apartment),  Katahdin  Property Trust, LLC (Katahdin) and
Bel Communities Property Trust (Bel Communities).

The credit arrangement with DrKW Holdings, Inc. is for $168,000,000. This credit
arrangement  accrues interest at a rate of one-month LIBOR + 0.30% per annum. As
of July 15, 2003,  outstanding  borrowings under this credit arrangement totaled
$168,000,000.

The credit  arrangement  with Merrill Lynch Mortgage Capital is for $57,000,000,
and  includes  the ability to issue  letters of credit up to  $10,000,000.  This
credit  arrangement  accrues  interest at a rate of one-month  LIBOR + 0.38% per
annum.  A  commitment  fee of 0.10% per annum is paid on the  unused  commitment
amount.  Belrose  Capital pays all fees  associated  with issuing the letters of
credit.  As  of  July  15,  2003,   outstanding  borrowings  under  this  credit
arrangement  totaled  $300,000,  as well as  letters of credit  outstanding  for
$2,667,011.  The  letters of credit  were  issued as a  substitute  for  funding
certain  mortgage escrow accounts  required by the lender of Bel Communities and
Bel Apartment. The letters of credit expire in 2004 and automatically extend for
one-year  periods not to extend beyond June 15, 2010. Fees paid or accrued under
the terms of the letter of credit  issued  under the  existing  Credit  Facility
totaled $12,961 for the six months ended June 30, 2003.

                                       12

<PAGE>
7 Segment Information

Belrose  Capital  pursues  its  investment   objective  primarily  by  investing
indirectly  in the  Portfolio  through  Belvedere  Capital.  The  Portfolio is a
diversified  investment company that emphasizes  investments in common stocks of
domestic and foreign growth  companies that are considered to be high in quality
and  attractive  in their  long-term  investment  prospects.  Separate  from its
investment in Belvedere  Capital,  Belrose Capital invests in real estate assets
through its subsidiary  Belrose Realty  Corporation  (Belrose  Realty).  Belrose
Realty invests  directly in Partnership  Preference Units and indirectly in real
property  through  controlled  subsidiaries,  Bel  Apartment , Katahdin  and Bel
Communities . Belrose Realty did not hold an investment in controlled subsidiary
Bel  Communities  for the period from the start of business,  March 19, 2002, to
June 30, 2002.

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

<TABLE>
<CAPTION>
                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
June 30, 2003                                               Portfolio*            Estate                Total
<S>                                                       <C>                 <C>                  <C>
----------------------------------------------------------------------------------------------------------------------
Revenue                                                   $  3,093,515        $  17,306,971        $  20,400,486
Interest expense on mortgages                                        -           (6,579,443)          (6,579,443)
Interest expense on Credit Facility                                  -             (710,885)            (710,885)
Interest expense on swap contracts                                   -           (1,131,355)          (1,131,355)
Operating expenses                                            (223,639)          (8,070,975)          (8,294,614)
Minority interest in net income of controlled
subsidiaries                                                         -             (458,996)            (458,996)
----------------------------------------------------------------------------------------------------------------------
Net investment income                                     $  2,869,876        $     355,317        $    3,225,193
Net realized gain                                            2,425,286                    -             2,425,286
Change in unrealized gain (loss)                           166,965,607            1,048,664           168,014,271
----------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
reportable segments                                       $172,260,769        $   1,403,981        $  173,664,750
----------------------------------------------------------------------------------------------------------------------

                                                            Tax-Managed
For the Three Months Ended                                    Growth               Real
June 30, 2002                                               Portfolio*            Estate                Total
----------------------------------------------------------------------------------------------------------------------
Revenue                                                    $    705,038          $ 9,179,952       $  9,884,990
Interest expense on mortgages                                         -           (3,584,061)        (3,584,061)
Interest expense on Credit Facility                                   -             (349,353)          (349,353)
Interest expense on swap contracts                                    -             (414,122)          (414,122)
Operating expenses                                              (66,362)          (4,201,054)        (4,267,416)
Minority interest in net income of controlled
subsidiaries                                                          -             (369,566)          (369,566)
----------------------------------------------------------------------------------------------------------------------
Net investment income                                      $    638,676          $   261,796       $    900,472
Net realized loss                                            (2,043,241)                   -         (2,043,241)
Change in unrealized gain (loss)                            (59,171,661)          (2,824,306)       (61,995,967)
----------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from operations of
reportable segments                                        $(60,576,226)         $(2,562,510)      $(63,138,736)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13

<PAGE>
<TABLE>
<CAPTION>
                                                            Tax-Managed
For the Six Months Ended                                       Growth                Real
June 30, 2003                                                Portfolio*             Estate                Total
<S>                                                        <C>                   <C>                  <C>
----------------------------------------------------------------------------------------------------------------------
Revenue                                                     $  6,009,445         $ 34,653,882          $ 40,663,327
Interest expense on mortgages                                          -          (13,158,882)          (13,158,882)
Interest expense on Credit Facility                                    -           (1,406,562)           (1,406,562)
Interest expense on swap contracts                                     -           (2,182,638)           (2,182,638)
Operating expenses                                              (419,053)         (15,964,270)          (16,383,323)
Minority interest in net income of controlled
subsidiaries                                                           -             (973,697)             (973,697)
----------------------------------------------------------------------------------------------------------------------
Net investment income                                       $  5,590,392         $    967,833          $  6,558,225
Net realized loss                                             (2,920,634)                   -            (2,920,634)
    Change in unrealized gain (loss)                         109,175,976            6,177,558           115,353,534
----------------------------------------------------------------------------------------------------------------------
Net increase in net assets from operations of
reportable segments                                         $111,845,734         $  7,145,391          $118,991,125
----------------------------------------------------------------------------------------------------------------------

                                                               Tax-Managed
For the Period Ended                                             Growth                 Real
June 30, 2002(1)                                                Portfolio*             Estate                Total
----------------------------------------------------------------------------------------------------------------------
Revenue                                                       $     716,287          $11,030,606         $ 11,746,893
Interest expense on mortgages                                             -           (4,339,276)          (4,339,276)
Interest expense on Credit Facility                                       -             (387,912)            (387,912)
Interest expense on swap contracts                                        -             (453,709)            (453,709)
Operating expenses                                                 (73,937)           (5,022,475)          (5,096,412)
Minority interest in net income of controlled
subsidiaries                                                              -             (439,222)            (439,222)
----------------------------------------------------------------------------------------------------------------------
Net investment income                                         $     642,350          $   388,012         $  1,043,912
Net realized loss                                                (2,018,261)                   -           (2,018,261)
Change in unrealized gain (loss)                                (62,139,774)          (4,589,150)         (66,728,924)
----------------------------------------------------------------------------------------------------------------------
Net decrease in net assets from operations of
reportable segments                                           $( 63,515,685)         $(4,201,138)        $(67,716,823)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)  For the period  from the start of  business,  March 19,  2002,  to June 30,
     2002.

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

<TABLE>
<CAPTION>
                                               Three Months      Three Months
                                                  Ended              Ended        Six Months Ended      Period Ended
                                              June 30, 2003      June 30, 2002      June 30, 2003     June 30, 2002 (1)
<S>                                           <C>                <C>              <C>                 <C>
                                             ----------------------------------------------------------------------------
Revenue:
  Revenue from reportable segments             $ 20,400,486       $  9,884,990       $ 40,663,327       $   11,746,893
  Unallocated revenue                                 4,572              1,103              7,812                1,103
                                             ----------------------------------------------------------------------------
Total revenue                                  $ 20,405,058       $  9,886,093       $ 40,671,139       $   11,747,996
                                             ----------------------------------------------------------------------------
Net increase (decrease) in net assets from
  operations:
  Net increase (decrease) in net assets
     from operations of reportable segments
                                               $173,664,750       $(63,138,736)      $118,991,125       $(67,716,823)
  Unallocated revenue                                 4,572              1,103              7,812              1,103
  Unallocated expenses **                          (878,121)          (341,238)        (1,637,733)        (1,044,535)
                                             ----------------------------------------------------------------------------
Total net increase (decrease) in net
  assets from operations                       $172,791,201       $(63,478,871)      $117,361,204       $(68,760,255)
                                             ----------------------------------------------------------------------------
</TABLE>

**  Unallocated  expenses  include costs of Belrose  Capital to operate the Fund
such  as  servicing  and  distribution  fees  as  well  as  other  miscellaneous
administrative costs of Belrose Capital.

(1) For the period from the start of business, March 19, 2002, to June 30, 2002.

                                       14

<PAGE>
<TABLE>
<CAPTION>
                                                         Tax-Managed Growth           Real
June 30, 2003                                                 Portfolio*             Estate                Total
<S>                                                      <C>                         <C>                  <C>
-------------------------------------------------------------------------------------------------------------------------
Segment assets                                             $1,450,899,286        $541,691,505        $1,992,590,791
Segment liabilities                                                     -         551,344,722           551,344,722
-------------------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                          $1,450,899,286        $ (9,653,217)       $1,441,246,069
-------------------------------------------------------------------------------------------------------------------------

At December 31, 2002
-------------------------------------------------------------------------------------------------------------------------
Segment assets                                             $1,264,314,536        $524,810,142        $1,789,124,678
Segment liabilities                                                     -         541,343,349           541,343,349
-------------------------------------------------------------------------------------------------------------------------
Net assets of reportable segments                          $1,264,314,536        $(16,533,207)       $1,247,781,329
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                        Period Ended
                                                                                    June 30, 2003       December 31,
                                                                                                          2002 (2)
<S>                                                                                 <C>                 <C>
                                                                                  --------------------------------------
Net assets:
  Net assets of reportable segments                                                 $1,441,246,069     $1,241,781,329
  Unallocated cash                                                                         912,432          2,083,049
  Short-term investments                                                                 1,402,053                  -
  Other assets                                                                                   -                  -
  Loan payable - Credit Facility                                                       (11,781,000)        (7,765,000)
  Other liabilities                                                                       (104,445)           (97,723)
                                                                                  --------------------------------------
Total net assets                                                                    $1,431,675,109     $1,242,001,655
                                                                                  --------------------------------------
</TABLE>

(2) For the period from the start of business,  March 19, 2002,  to December 31,
2002.

                                       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 JUNE 30,  2003  COMPARED  TO THE
QUARTER ENDED JUNE 30, 2002

PERFORMANCE  OF THE  FUND.(1) The Fund's total return was 13.63% for the quarter
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share from $73.42 to $83.43  during the period.  For  comparison,  the
Standard  &  Poor's  500  Index  (the  S&P  500),  an  unmanaged  index of large
capitalization  stocks  commonly used as a benchmark for the U.S. equity market,
had a total return of 15.39% over the same period.  The  performance of the Fund
exceeded that of Tax-Managed  Growth  Portfolio (the Portfolio) by approximately
0.09% during the period.  Last year, the Fund had a total return  performance of
-12.44% for the quarter ended June 30, 2002. This return reflected a decrease in
the Fund's net asset  value per share from  $98.16 to $85.95  during the period.
For comparison,  the S&P 500 had a total return of -13.39% over the same period.
The performance of the Fund trailed that of the Portfolio by approximately 0.80%
during that period.

PERFORMANCE OF THE PORTFOLIO.  The total return of the Portfolio for the quarter
ended June 30, 2003 was 13.54% compared to the 15.39% return achieved by the S&P
500 over the same  period.  The S&P 500 enjoyed a strong  rally in the  quarter,
posting its best quarterly return since the fourth quarter of 1998.  Encouraging
fiscal and monetary policies,  resilient consumer spending and positive earnings
momentum  contributed to the market's  strength  during the period.  In general,
small capitalization  stocks outperformed large  capitalization  holdings during
the quarter and value investing outperformed growth, a continuing theme from the
same period last year.  The total return of the  Portfolio for the quarter ended
June 30, 2002 was -11.64%.

The  performance of the Portfolio  trailed the performance of the S&P 500 during
the quarter ended June 30, 2003 primarily due to the Portfolio's relatively more
defensive  tilt and its  de-emphasis  of stocks  considered  by the  Portfolio's
investment adviser, Boston Management and Research (Boston Management), to be of
lower quality. Higher volatility, lower quality stocks exhibited strong momentum
across most industry groups during the period.

The Portfolio's  sector  allocation  during the quarter remained very similar to
its positioning relative to the S&P 500 during the year ended December 31, 2002,
with  no  major  sector  or  industry  shifts.   The  Portfolio's   exposure  to
pharmaceuticals  in the health care sector and media investments in the consumer
discretionary sector was particularly  beneficial to the Portfolio's performance
during the quarter.

Boston  Management  remained  cautious in the technology and  telecommunications
sectors during the quarter,  maintaining an underweight allocation comparable to
the same period a year ago. The Portfolio continued its de-emphasis of stocks in
the  semiconductor  equipment,   peripherals,   and  wireless  telecommunication
industries.  This posture has added to performance  over longer time periods and
during the same period a year ago,  but  hindered  the  Portfolio's  performance
during the second quarter of 2003.

The Portfolio's  overweight of the industrials sector in the areas of airfreight
logistics and aerospace and defense,  another  continuing  theme from last year,
detracted  from  quarterly  results,  but  has  positively  contributed  to  the
Portfolio's  longer-term returns. The Portfolio's  continued  de-emphasis of the
utilities and materials  sectors and the quality of its stock selection in those
sectors was beneficial to performance during the quarter.

(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.  Comparison  to the S&P 500 is for reference
only. It is not possible to invest directly in an index.

                                       16

<PAGE>
PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate  operations are
conducted  primarily through Real Estate Joint Ventures that are  majority-owned
by Belrose Realty Corporation  (Belrose Realty), a controlled  subsidiary of the
Fund.  During the quarter ended June 30, 2003, the Fund's real estate operations
continued to be impacted by weaker multifamily market  fundamentals,  as well as
the uncertain outlook for the U.S. economy. In addition,  the Fund's acquisition
of interests in  additional  Real Estate Joint  Ventures in 2002  increased  the
number of properties  held by the Fund through Real Estate Joint Ventures during
the quarter ended June 30, 2003 as compared to the quarter ended June 30, 2002.

Rental  income from real estate  operations  increased to $16.1  million for the
quarter  ended June 30, 2003 compared to $9.1 million for the quarter ended June
30,  2002,  an increase of $7.0  million or 77%.  This  increase is  principally
attributable  to the greater number of properties held through Real Estate Joint
Ventures  for the quarter  ended June 30,  2003.  Rental  income was  negatively
affected by increased  rent  concessions or reduced  apartment  rental rates and
lower  occupancy  levels at  properties  owned by the Fund's Real  Estate  Joint
Ventures during the quarter.

Property  operating expenses totaled $7.3 million for the quarter ended June 30,
2003  compared to $3.8 million for the quarter  ended June 30, 2002, an increase
of $3.5 million or 92% (property  operating expenses are before debt service and
certain operating  expenses of Belrose Realty of approximately  $0.8 million for
the quarter ended June 30, 2003 and  approximately  $0.4 million for the quarter
ended June 30, 2002). The increase in operating  expenses was principally due to
the greater  number of Real Estate Joint  Ventures held during the quarter ended
June 30, 2003. Given the continued  uncertain  outlook for the U.S. economy as a
whole,  Boston  Management,  Belrose Realty's manager,  expects that real estate
operating  results  in 2003 for  each of the Real  Estate  Joint  Ventures  will
continue to be modestly below the levels of 2002.

At June 30, 2003, the estimated fair value of the real  properties  held through
Belrose Realty was $471.8  million  compared to $299.6 million at June 30, 2002,
an increase of $172.2  million or 57%. The increase in real  property  value was
primarily  due to the greater  number of Real Estate Joint  Ventures held during
the quarter ended June 30, 2003.  Estimated real property  values also increased
modestly at June 30, 2003 as the result of declines in capitalization rates in a
lower-return environment.  Declines in capitalization rates more than offset the
impact on  property  values of lower  income  level  expectations.  The Fund saw
unrealized  appreciation  in the  estimated  fair value of its other real estate
investments  (which includes Real Estate Joint Ventures) of  approximately  $3.1
million  during the quarter ended June 30, 2003 compared to  approximately  $0.3
million in unrealized depreciation during the quarter ended June 30, 2002.

For the quarter  ended June 30,  2003,  the Fund's  investments  in  Partnership
Preference  Units  continued  to  benefit  from  declining  interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  In addition,  because the Fund acquired  additional
Partnership  Preference  Units over the past twelve  months,  the estimated fair
value of the Fund's  Partnership  Preference  Units has  increased.  At June 30,
2003,  the  estimated  fair value of the  Fund's  Partnership  Preference  Units
totaled $57.1 million  compared to $3.7 million at June 30, 2002, an increase of
$53.4 million.  The increase in value,  due principally to the greater number of
Partnership  Preference Units held at June 30, 2003, also reflects  increases in
the per unit value of the  Partnership  Preference  Units held by the Fund.  The
Fund saw unrealized  appreciation in the estimated fair value of its Partnership
Preference Units of approximately $2.2 million during the quarter ended June 30,
2003 compared to unrealized  appreciation of  approximately  $0.1 million during
the quarter ended June 30, 2002. Dividends received from Partnership  Preference
Units for the quarter ended June 30, 2003 totaled $1.2 million  compared to $0.1
million for the quarter ended June 30, 2002,  an increase of $1.1  million.  The
increase was due to a larger number of Partnership  Preference  Units being held
during the quarter ended June 30, 2003.

PERFORMANCE  OF INTEREST  RATE SWAP  AGREEMENTS.  For the quarter ended June 30,
2003, interest rate swap agreement values depreciated by $4.3 million,  compared
to a decline  for the three  months  ended June 30,  2002 of $2.6  million.  The
depreciation  was caused by  declines  in swap rates  during  the  periods.  The
increased size of the Fund's swap agreement portfolio  contributed to the higher
depreciation during the period ended June 30, 2003.

                                       17

<PAGE>
RESULTS OF OPERATIONS  FOR THE PERIOD ENDED JUNE 30, 2003 COMPARED TO THE PERIOD
ENDED JUNE 30, 2002

PERFORMANCE  OF THE FUND.  The Fund's  total return was 8.62% for the six months
ended June 30,  2003.  This return  reflects an increase in the Fund's net asset
value per share  from  $76.86 to $83.43  and a  distribution  of $0.05 per share
during the period. For comparison, the S&P 500 had a total return of 11.75% over
the same period.  The  performance of the Fund exceeded that of the Portfolio by
approximately  0.43% during the period.  Last year,  the Fund had a total return
performance  of -14.05%  for the period  from the start of  business,  March 19,
2002, to June 30, 2002. This return reflected a decrease in the Fund's net asset
value per share from $100.00 to $85.95. For comparison,  the S&P 500 had a total
return of -14.67% over the same period. The performance of the Fund trailed that
of the  Portfolio  by  approximately  1.14%  for the  period  from the  start of
business, March 19, 2002, to June 30, 2002.

PERFORMANCE  OF THE  PORTFOLIO.  The total return of the  Portfolio  for the six
months ended June 30, 2003 was 8.19%  compared to the 11.75% return  achieved by
the S&P 500 over the same period. Market performance during the first six months
of 2003 remained volatile,  but markets proved resilient,  achieving  impressive
returns  and  positively  concluding  the  first  half of the year.  War  angst,
questionable  economic  recovery,  and the SARS  outbreak were just a few of the
factors  contributing to increased  volatility and unsettled  investor sentiment
during the period.  During the second quarter of 2003, an easing of geopolitical
concerns,  positive  consumer data, a strong housing market,  and a low interest
rate environment provided significant support and a boost to the equity markets.
The Portfolio's total return for the quarter ended June 30, 2002 was -10.94%.

The Portfolio's performance trailed the S&P 500 in the first six months of 2003,
mostly due to its lower  exposure to higher  volatility,  lower quality  stocks,
which were the strongest price  performers  during the first six months of 2003.
Despite  this  short-term  performance,   the  Portfolio  is  committed  to  its
investment  strategy of seeking  quality  stocks that are  reasonably  priced in
relation to their fundamental value.

Boston Management  continued to de-emphasize  health care investments during the
period,  a directional  move  initiated last year that has been positive for the
Portfolio's   relative  returns.   Boston  Management   continued  to  emphasize
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace  and  defense  areas,  which has  helped the  Portfolio's  longer-term
record, but detracted from first half results.  The Portfolio also maintained an
overweight  stance in the consumer  discretionary  and consumer  staples sectors
during the period, as it did in the first half of 2002.

Lack of earning visibility during the period reinforced the Portfolio's cautious
weighting in the  telecommunications and information technology sectors. Both of
the aforementioned sectors were de-emphasized last year as well. The Portfolio's
underweight  of  diversified  telecommunication  service and  software  holdings
relative to the S&P 500 was particularly  beneficial to relative  performance in
the first half of 2003.  Boston  Management  also continued to  underweight  the
Portfolio's exposure to the materials and utilities sectors, a similar stance to
last year's allocation.

PERFORMANCE OF REAL ESTATE INVESTMENTS.  For the six months ended June 30, 2003,
rental income from real estate operations increased to $32.4 million compared to
$10.9 million for the period from the start of business, March 19, 2002, to June
30, 2002,  an increase of $21.5  million or 197%.  Property  operating  expenses
totaled  $14.3  million for the six months ended June 30, 2003  compared to $4.5
million for the period from the start of business,  March 19, 2002,  to June 30,
2002,  an increase of $9.8  million or 218%  (property  operating  expenses  are
before  debt  service  and  certain  operating  expenses  of  Belrose  Realty of
approximately  $1.6  million  for  the  six  months  ended  June  30,  2003  and
approximately $0.5 million for the period from the start of business,  March 19,
2002, to June 30, 2002).

The  increases in rental income and  operating  expenses  during the period were
principally due to the greater number of Real Estate Joint Ventures held through
Belrose  Realty  (and the longer  period of time for which  investments  in such
Joint  Ventures were held) during the six months ended June 30, 2003 compared to
during the period from the start of business,  March 19, 2002, to June 30, 2002.
As in 2002,  Real Estate Joint Venture  operations  during the period ended June
30, 2003 were affected by weaker multifamily market fundamentals in most regions
with lower occupancy levels and increased rent concessions.

                                       18

<PAGE>
At June 30, 2003, the estimated fair value of the real  properties  held through
Belrose Realty was $471.8  million  compared to $299.6 million at June 30, 2002,
an increase of $172.2  million or 57%. The increase in real  property  value was
primarily due to the greater  number of Real Estate Joint  Ventures held at June
30, 2003.  Estimated real property  values also  increased  modestly at June 30,
2003 as the  result  of  declines  in  capitalization  rates  in a  lower-return
environment.  Declines  in  capitalization  rates more than offset the impact on
property  values of lower income  level  expectations.  The Fund saw  unrealized
appreciation in the estimated fair value of its other real estate investments of
approximately $3.9 million during the six months ended June 30, 2003 compared to
unrealized depreciation of approximately $2.0 million during the period from the
start of business, March 19, 2002, to June 30, 2002.

For the six months ended June 30, 2003,  the Fund's  investments  in Partnership
Preference  Units  continued  to  benefit  from  declining  interest  rates  and
tightening   spreads  in  income-oriented   securities,   particularly  in  real
estate-related  securities.  Because the Fund  acquired  Partnership  Preference
Units over the past year,  the  estimated  fair value of the Fund's  Partnership
Preference  Units has  increased.  At June 30, 2003, the estimated fair value of
the Fund's  Partnership  Preference Units totaled $57.1 million compared to $3.7
million at June 30, 2002, an increase of $53.4  million.  The increase in value,
due  principally to the greater number of Partnership  Preference  Units held at
June  30,  2003,  was also a  result  of  increases  in  values  per unit of the
Partnership  Preference  Units held by the Fund during the period.  The Fund saw
unrealized   appreciation  in  the  estimated  fair  value  of  its  Partnership
Preference Units of approximately  $7.2 million during the six months ended June
30, 2003 compared to unrealized  appreciation of approximately  $0.1 million for
the  period  from the start of  business,  March  19,  2002,  to June 30,  2002.
Dividends  received from  Partnership  Preference Units for the six months ended
June 30, 2003 totaled $2.2 million  compared to $0.1 million for the period from
the start of  business,  March 19, 2002,  to June 30, 2002,  an increase of $2.1
million.  The  increase  was  primarily  due to a larger  number of  Partnership
Preference Units held during the first half of 2003.

PERFORMANCE OF INTEREST RATE SWAP AGREEMENTS.  For the six months ended June 30,
2003,  interest rate swap agreement  values  depreciated by  approximately  $4.9
million due to a decline in swap rates  during the  period.  For the period from
the start of business,  March 19, 2002, to June 30, 2002, valuations of interest
rate swap agreements depreciated by approximately $2.7 million, also due to swap
rate declines.

LIQUIDITY AND CAPITAL RESOURCES

Effective  July 15, 2003, the Fund  refinanced its Credit  Facility with Merrill
Lynch Mortgage Capital,  Inc. by entering into new credit arrangements with DrKW
Holdings,   Inc.  (DrKW)  and  Merrill  Lynch  Mortgage  Capital,   Inc.  (MLMC)
(collectively,  the New Credit Facility), which together total $225 million. The
New Credit  Facility is secured by a pledge of the Fund's assets,  excluding the
assets of Bel Apartment  Properties Trust,  Katahdin Property Trust, LLC and Bel
Communities  Property  Trust,  and has a  seven-year  maturity.  The New  Credit
Facility will expire in June 2010.

The New Credit  Facility  is  primarily  used to fund the Fund's  equity in real
estate  investments and will continue to be used for such purpose in the future.
The New Credit  Facility also provides for selling  commissions,  organizational
expenses  and  any  short-term  liquidity  needs  of  the  Fund.  Under  certain
circumstances, the Fund may increase the size of the New Credit Facility and the
amount of outstanding borrowings thereunder for these purposes.

The Fund has a $168 million credit  arrangement with DrKW.  Borrowings under the
DrKW credit  arrangement accrue interest at a rate of one-month LIBOR plus 0.30%
per annum.  As of July 15, 2003,  outstanding  borrowings  under the DrKW credit
arrangement totaled $168 million.

The Fund has a $57 million  credit  arrangement  with MLMC,  including up to $10
million under letters of credit.  Borrowings  under the MLMC credit  arrangement
accrue  interest at a rate of one-month  LIBOR plus 0.38% per annum.  As of July
15, 2003,  outstanding borrowings under the MLMC credit arrangement totaled $0.3
million,  with an additional $2.7 million  outstanding under a letter of credit.
The  unused  loan  commitment  amount  totaled   approximately  $54  million.  A
commitment fee of 0.10% per annum is paid on the unused commitment  amount.  The
Fund pays all fees associated with issuing the letters of credit.

                                       19

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

As of June 30, 2003 and June 30, 2002,  the unrealized  depreciation  related to
the interest rate swap agreements was $16.5 and $2.7 million, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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

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

                                       20

<PAGE>
the Fund. Changes in the valuation of Partnership Preference Units not offset by
changes in the valuation of interest rate swap agreements or other interest rate
hedges  entered  into by the Fund and  changes in the value of other real estate
investments  will  cause  the  performance  of the  Fund  to  deviate  from  the
performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

The value of Partnership  Preference  Units and, to a lesser degree,  other real
estate  investments  is sensitive to interest  rate risk.  Increases in interest
rates  generally  will  have an  adverse  affect  on the  value  of  Partnership
Preference Units and other real estate investments.

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

                           Interest Rate Sensitivity
           Cost, Principal (Notional) Amount by Contractual Maturity
                      For the Twelve Months Ended June 30,

<TABLE>
<CAPTION>
                                                                                                                       Estimated
                                          2004-2006      2007       2008         Thereafter           Total            Fair Value
<S>                                       <C>            <C>        <C>          <C>                  <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive liabilities:
----------------------------------------
Long-term debt:
----------------------------------------
Fixed-rate mortgages                                                            $344,219,483      $344,219,483        $390,000,000

Average interest rate                                                                   7.53%             7.53%
----------------------------------------
Variable-rate Credit Facility                        $168,300,000                                 $168,300,000        $168,300,000

Average interest rate                                        1.50%                                        1.50%
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive derivative financial
instruments:
----------------------------------------
Pay fixed/receive variable interest rate
swap contracts                                       $150,220,000               $146,672,000      $296,892,000        $(16,495,158)

Average pay rate                                             4.59%                      6.37%             5.47%

Average receive rate                                         1.50%                      1.50%             1.50%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       21

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                       Estimated
                                          2004-2006      2007       2008         Thereafter           Total            Fair Value
<S>                                       <C>            <C>        <C>          <C>                  <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
Rate sensitive investments:
------------------------------------------
Fixed-rate Partnership Preference Units:
------------------------------------------
Essex Portfolio, L.P., 7.875% Series B
Cumulative Redeemable Preferred Units,
Callable 2/6/03, Current Yield: 8.03%                                           $ 16,616,170      $ 16,616,170        $ 19,608,880

Kilroy Realty, L.P., 8.075% Series A
Cumulative Redeemable Preferred Units,
Callable 2/06/03, Current Yield: 8.79%                                          $ 15,898,220      $ 15,898,220        $ 18,377,880

Prentiss Properties Acquisition
Partners, L.P., 8.30% Series B
Cumulative Redeemable Perpetual
Preferred Units, Callable 6/25/03,
Current Yield: 8.41%                                                            $ 16,519,510      $ 16,519,510        $ 19,068,134
</TABLE>

ITEM 4.  CONTROLS AND PROCEDURES.

Eaton  Vance  Management  (Eaton  Vance),  as  the  Fund's  manager,   with  the
participation of the Fund's Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the Fund's  disclosure  controls
and procedures  (as defined by Rule 13a-15(e) of the Securities  Exchange Act of
1934, as amended) as of the end of the period  covered by this report.  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 period  covered by this report  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 organizational  structure does
not provide for a board of directors or a board audit  committee.  As such,  the
Fund's Chief Executive  Officer and Chief Financial  Officer intend to report to
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 AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

                                       22

<PAGE>
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 June 30, 2003.

ITEM 5.  OTHER INFORMATION.

None.

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

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

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

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

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

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

(b)       Reports on Form 8-K:

               None.

                                       23

<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 August 14, 2003.




                                        BELROSE CAPITAL FUND LLC


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


                                       24

<PAGE>
                                  EXHIBIT INDEX
                                  -------------

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

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

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

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

                                       25