UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549


                                                     FORM 10-K

     (Mark One)
     { X }  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 (FEE REQUIRED)

                                   For the fiscal year ended December 31, 1996

                                                        OR

     {   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                                        For the transition period from to

                                         Commission file number 000-17596


         Meridian Healthcare Growth and Income Fund Limited Partnership
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                                           52-1549486
   (State or Other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification Number)

  225 East Redwood Street, Baltimore, Maryland                  21202
   (Address of Principal Executive Offices)                   (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

            Title of each class       Name of each exchange on which registered

                         None


Securities registered pursuant to section 12(g) of the Act:

                 Assignee Units of Limited Partnership Interests
                                (Title of class)


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

  As of December  31,  1996,  there were  1,538,800  Units of  Assignee  Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established  public trading  market for the Units,  the aggregate  market
value  of  the  Units  held  by  non-affiliates  of  the  Registrant  cannot  be
calculated.

                                        Documents Incorporated by Reference

  The Annual Report for 1996 is incorporated by reference.


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                                                       INDEX
<TABLE>
<CAPTION>


                                                                                                  Page (s)

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS                                                3

Part I.

<S>                                                                                                 <C>
         Item 1.    Business                                                                           4-5
         Item 2.    Properties                                                                         5-7
         Item 3.    Legal Proceedings                                                                    7
         Item 4.    Submission of Matters to a Vote of Security Holders                                  7


Part II.

         Item 5.    Market for Registrant's Common Equity and Related
                           Stockholder Matters                                                         7-8
         Item 6.    Selected Financial Data                                                              8
         Item 7.    Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                        9-11
         Item 8.    Financial Statements and Supplementary Data                                         11
         Item 9.    Changes in and Disagreements with Accountants on
                           Accounting and Financial Disclosure                                          11


Part III.

         Item 10.   Directors and Executive Officers of Registrant                                   11-13
         Item 11.   Executive Compensation                                                              13
         Item 12.   Security Ownership of Certain Beneficial Owners
                           and Management                                                            13-14
         Item 13.   Certain Relationships and Related Transactions                                      14


Part IV.

         Item 14.   Exhibits, Financial Statement Schedules and
                           Reports on Form 8-K                                                          14

                           Signatures                                                                15-16


</TABLE>


                                                      -2-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



            Cautionary Statement Regarding Forward Looking Statements


Certain   statements   contained  herein,   including   certain   statements  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"   concerning  the  Fund's   business   outlook  or  future  economic
performances,  anticipated profitability,  revenues, expenses or other financial
items  together  with  other  statements  that  are  not  historical  facts  are
"forward-looking   statements"  as  that  term  is  defined  under  the  Federal
Securities Law. Forward-looking  statements are necessarily estimates reflecting
the best  judgement  of the party  making  such  statements  based upon  correct
information and involve a number of risks, uncertainties and other factors which
could  cause  actual  results to differ  materially  from  those  stated in such
statements.  Risks, uncertainties and factors which could affect the accuracy of
such forward looking  statements are identified in the Fund's Prospectus and the
Fund's Registration Statement filed by the Fund with the Securities and Exchange
Commission,  and forward looking statements  contained herein or in other public
statements of the Fund should be considered in light of those factors. There can
be no  assurance  that  factors  will not affect the  accuracy  of such  forward
looking statements.

                                                      -3-


<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                                      PART I

Item 1.  Business

         Meridian  Healthcare  Growth and Income Fund Limited  Partnership  (the
"Fund")  was  organized  under the laws of the State of  Delaware on December 8,
1987. The Fund will continue until December 31, 2037,  unless sooner  terminated
under  the  provisions  of the  Partnership  Agreement.  The Fund was  formed to
acquire   98.99%  of  the  limited   partnership   interests  in  seven  limited
partnerships,  each of which owns and  operates  a single  nursing  center  (the
"Facilities").

         The Fund's  objectives  are to (i) preserve  Investors'  capital;  (ii)
obtain capital  appreciation  through  increases in the value of the Facilities;
and  (iii)  provide  quarterly  cash  distributions  to  Investors  from  income
generated by the Facilities'  operating income, the income taxation of a portion
of which is anticipated to be deferred.

         The General Partners of the Fund are Brown Healthcare, Inc., a Maryland
corporation  (the  "Administrative  General  Partner")  and Meridian  Healthcare
Investments, Inc., a Maryland corporation (the "Development General Partner").

         Pursuant to the Registration Statement, a maximum of 1,540,000 assignee
units of limited  partnership  interests  ("Units")  were  registered  under the
Securities and Exchange Act of 1933, as amended. During 1988 all 1,540,000 Units
were sold,  and the Fund's net  proceeds  available  for  investment  aggregated
$31,878,000  (gross proceeds of $38,500,000  less public  offering  expenses and
acquisition fees of $6,622,000).

         The Fund acquired 98.99% limited partnership  interests (the "Operating
Partnership  Interests")  in the operating  limited  partnerships  which own and
operate seven nursing center  facilities.  The  Facilities  include four nursing
centers  located in Maryland  that were  acquired  in May and June of 1988;  two
newly  constructed  nursing centers located in North Carolina that were acquired
in August,  1988;  and one newly  constructed  facility  in New Jersey  that was
acquired  in  December,  1989.  Each  operating  partnership  owns  the real and
personal property of its nursing center facility. (See Note 1, "Organization and
Operations", in Item 8, Financial Statements and Supplementary Data, and Item 2.
Properties, herein.)

         The Fund acquired the  Operating  Partnership  Interests  with offering
proceeds and certain indebtedness.

         The Fund  completed  a  sixty-bed  expansion  on its  Salisbury,  North
Carolina  facility  during  1991.  Construction  costs  for the  expansion  were
$1,354,000,  slightly  below  the $1.5  million  budget,  and were  funded  from
existing capital reserves.

         The Fund  completed  construction  of its  sixty-bed  expansion  at the
Mooresville, North Carolina facility during the first quarter of 1992. The total
cost of the addition,  including the cost of obtaining the  Certificate of Need,
was slightly  less than the $2 million  budget.  Funding for this  expansion was
provided from equity capital and capital generated from operations.

         The nursing centers owned by the operating partnerships are managed by,
and  certain of the nursing  center  facilities  also  purchase  drugs,  medical
supplies and agency nursing and rehabilitation  services from, affiliates of the
Development  General Partner.  (See Note 3, "Related Party Transactions" in Item
8. Financial Statements and Supplementary Data, herein.)

     On November 30, 1993, Genesis Health Ventures,  Inc.  ("Genesis")  acquired
substantially all of the assets of Meridian Inc., Meridian Healthcare,  Inc. and
their affiliated entities, including all of the stock of the Development General
Partner. See Item 10. Directors and Executive Officers of Registrant, herein.

                                                      -4-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

         The Fund's sole business is its  investment in  partnerships  which own
and  operate  nursing  centers  that  are  healthcare   facilities  licensed  by
individual states to provide long-term healthcare within guidelines  established
by the  appropriate  state  health  agencies  and as directed by each  patient's
physician.  Healthcare  and related  services  from private pay and Medicaid and
Medicare patients accounted for approximately 99% of revenues during each of the
years in the three-year period ended December 31, 1996.

         Healthcare   facilities,   including   those  owned  by  the  operating
partnerships,  are subject to extensive federal,  state and in some cases, local
regulatory  licensing  and  inspection  requirements.  In  addition,  government
revenue sources,  particularly  Medicaid and Medicare  programs,  are subject to
statutory and regulatory changes due to administrative rulings,  interpretations
of policy and determination by fiscal intermediaries,  and to government funding
restrictions, all of which may materially affect the rate of program payments to
nursing facilities.

         The nursing center Facilities face competition with similar  facilities
in their general  locations as well as the  development of other nursing centers
that  are  able to  obtain  Certificates  of  Need  and to  meet  certain  other
requirements.


Item 2.  Properties

         The Fund owns Operating Partnership Interests in operating partnerships
that  own  four  nursing  facilities  in the  State  of  Maryland,  two  nursing
facilities  in the State of North  Carolina,  and one  nursing  facility  in New
Jersey. The Facilities are described below:

                                   Property & Equipment                Patient
                                   (before depreciation)               Revenues
                                   at December 31, 1996                  1996
                             (Dollars in thousands)

Name, Location and Description

Facility 1.   Hamilton                   $ 4,529                       $ 3,929
6040 Harford Road
Baltimore City,
Maryland

A 104-bed nursing facility located on 1.06 acres, constructed in 1972 consisting
of a "T" shaped  two-story plus partial basement  masonry  structure  containing
22,082 square feet. The facility contains 104  comprehensive  care beds of which
14 are Medicare-certified. There are two private rooms, 15 semi-private rooms, 4
three-person rooms and 15 four-person rooms.



Facility 2.
Randallstown                              10,432                         9,679
9109 Liberty Road
Randallstown,
Maryland
A 250-bed nursing facility located on 2.83 acres, constructed in 1971 consisting
of a  rectangularly-shaped  two-story plus partial  basement  masonry  structure
containing  a  total  of  72,780   square  feet.   The  facility   contains  246
comprehensive care beds of which 38 are  Medicare-certified and four domiciliary
care beds. There are 111 semi-private rooms and 28 private rooms.


                                                      -5-


<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 2.  Properties (continued)

                                    Property & Equipment          Patient
                                   (before depreciation)         Revenues
                                    at December 31, 1996            1996
                                            (Dollars in thousands)

Name, Location and Description

Facility 3.                                  7,219                 7,128
Caton Manor
3330 Wilkens Avenue
Baltimore City,
Maryland

A 184-bed nursing facility located on 0.92 acres, constructed in 1972 consisting
of an "L" shaped four-story plus basement masonry  structure  containing a total
of 48,660 square feet. All 184 beds are comprehensive  care beds of which 20 are
Medicare-certified. All rooms are semi-private.



Facility 4.  Frederick
(Collegeview)                                6,887               7,208
400 North Avenue
Frederick,
Maryland
A 166-bed nursing facility located on 1.13 acres, originally constructed in 1966
consisting of a two-story plus partial  basement masonry  structure,  the second
floor added in 1968,  containing  a total of 52,661  square  feet.  The facility
contains 156 comprehensive care beds of which 28 are  Medicare-certified.  There
are 10 domiciliary care beds and two non-licensed  residential  apartments which
are leased to persons who do not require nursing care.



Facility 5.  Mooresville
550 Glenwood  Road 5,707 5,880  Mooresville,  North  Carolina A 160-bed  nursing
facility  located on 11.38 acres,  originally  constructed with 100 beds in 1988
with a 60-bed addition completed in 1992 consisting of a one-story slab on grade
building  containing a total of 47,657  square feet.  The facility  contains 130
beds for skilled care and intermediate care residents,  of which 14 are Medicare
certified.  There  are 30 beds in the Home for the Aged (HA)  wing.  There are 8
private rooms and 76 semi-private rooms.



Facility  6.  Salisbury
710 Julian Road 5,544 6,901 Salisbury, North Carolina A 180-bed nursing facility
located  on 6.02  acres,  originally  constructed  with 120 beds in 1988  with a
60-bed  addition  completed  in 1991  consisting  of a  one-story  slab on grade
building  containing a total of 50,500  square feet.  The facility  contains 160
beds for skilled care and intermediate care residents,  of which 28 are Medicare
certified.  There are 20 beds in the Home for the Aged (HA)  wing.  There are 16
private rooms and 82 semi-private rooms.

                                                      -6-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 2.  Properties (continued)

                                    Property & Equipment            Patient
                                    (before depreciation)          Revenues
                                    at December 31, 1996             1996
                                              (Dollars in thousands)

Name, Location and Description

Facility 7.  Woodlands
1400 Woodland Avenue                        8,096                    6,749
Plainfield,
New Jersey

A 140-bed nursing facility located on 6.52 acres, constructed in 1989 consisting
of a two-story slab on grade building  containing a total of 54,000 square feet.
The facility  contains  120  comprehensive  nursing  home beds,  of which 27 are
Medicare certified, and 20 residential care beds. There are 12 private rooms, 46
semi-private  rooms and 9 four-bed rooms. The facility also provides space for a
child day-care program.


               Totals                     $48,414                   $47,474




Item 3.  Legal Proceedings

           The Fund is a party to litigation  arising in the ordinary  course of
business. The Fund does not believe the results of such litigation,  even if the
outcome is unfavorable to the Fund,  would have a material adverse effect on its
consolidated financial position or results of operations.


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

           There were no matters  submitted to the  security  holders for a vote
during the last quarter of the fiscal year covered by this report.


                                                      PART II

Item 5.  Market for Registrant's Common Equity and Related
       Stockholder Matters

           An established public trading market for the Units does not exist and
the Fund does not  anticipate  that a public  market will  develop.  Transfer of
Units by an investor and purchase of Units by the Fund may be accommodated under
certain  terms  and  conditions.   The  Partnership  Agreement  imposes  certain
limitations  on the  transfer  of Units and may  restrict,  delay or  prohibit a
transfer primarily if:

         o   the  transfer  of Units  would  result  in 50% or more of all Units
             having  been  transferred  by  assignment  or  otherwise  within  a
             12-month period;

         o   such a  transfer  would  be a  violation  of any  federal  or state
             securities laws that may cause the Fund to be classified other than
             as a partnership for federal income tax purposes;



                                                      -7-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 5.  Market for Registrant's Common Equity and Related
             Stockholder Matters (continued)

         o   such  transfers  would  cause the Fund to be treated as a "publicly
             traded  partnership" under Sections 7704 and 469(k) of the Internal
             Revenue Code; and

         o   the  transfer of Units would cause a technical  termination  of the
             Partnership within meaning of Section  708(b)(1)(A) of the Internal
             Revenue Code.

         As of  December  31,  1996,  there were  1,831  holders of Units of the
registrant,  owning an aggregate of 1,540,040 Units,  including 40 Units held by
the  Assignor  Limited  Partner.  The Fund  made  four  quarterly  distributions
totaling approximately  $3,306,000 in each of the years in the three-year period
ended December 31, 1996. See Note 5,  "Distributions  to Partners and Allocation
of Net Income", in Item 8. Financial Statements and Supplementary Data, herein.

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                               1996           1995        1994         1993         1992
                                                    (Dollars in thousands - except per Unit amounts)
Statement of Income Data

<S>                                           <C>            <C>         <C>          <C>          <C>
Net revenue                                   $47,885        $45,398     $42,852      $38,524      $36,764
Operating income before capital costs**         5,735          5,937       6,834        5,752        6,652
Net income                                      1,722          1,891       2,903        1,842        2,106

Net income per assignee Unit                $    1.12      $    1.23   $    1.88    $    1.20    $    1.37


Operating Data

Payor mix (as a percent of revenue):
     Medicaid and Medicare                        77%            75%         75%          72%          67%
     Private                                      23%            25%         25%          28%          33%

Occupancy percentage                            94.3%          94.8%       94.4%        95.8%        94.9%

Patient Days Available                        431,000        430,000     433,000      433,000      434,000


Balance Sheet Data

Total assets                                  $52,255        $51,107     $52,494      $50,580      $52,581
Property and equipment, net of
     accumulated depreciation                  35,680         36,625      37,714       38,761       39,869
Long-term debt, including loan
     payable to Development General
     Partner, less current portion             25,955         25,528      25,797       26,217       26,582
Partners' capital                              17,389         18,973      20,388       20,791       22,255

Cash distributions paid per Unit:
     from operations                            $2.12       $   1.88    $   2.12     $   1.89     $   2.12
     from return of capital                      -               .24        -             .23          -

     **Capital costs include depreciation, amortization and interest expense.
</TABLE>


                                                      -8-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 7. Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Liquidity and Capital Resources

     The Fund has sufficient  liquid assets and other available credit resources
to  satisfy  its  operating   expenditures   and  anticipated   routine  capital
improvements at each of the seven nursing home facilities.

     At December 31, 1996, the  Randallstown  facility did not meet its required
ratio of cash flow to debt service as a result of measures  taken in response to
the unfavorable State survey received earlier in the year. To date, the bank has
not issued a formal waiver to the Fund.  Based upon the 1997  operating  budget,
operations at Randallstown  are expected to improve and the facility should meet
its ratio of cash flow to debt service as required under its loan agreement. The
lender has agreed under a Limited  Forbearance  Agreement to refrain and forbear
temporarily  from  exercising  and enforcing any of its remedies for a period of
time ending on and  including May 15, 1997.  The agreement  provides that should
Randallstown  meet all its covenants  for the quarter ended March 31, 1997,  the
lender will waive the earlier  events of default.  If all the  covenants are not
met, the lender shall require that certain  partnerships  and/or the Fund become
either joint and several  co-obligors or guarantors of the obligation,  note and
the loan.

     Between  1988 and 1989 the  Development  General  Partner  loaned  the Fund
$597,000 to support operating deficits  generated by the Mooresville,  Salisbury
and  Woodlands   nursing  centers  during  each  center's  first  two  years  of
operations.  Loans outstanding under this arrangement,  including interest at 9%
per annum,  were  $984,000 at December 31, 1996.  The Fund is obligated to repay
these  loans  when  certain  specified  financial  criteria  are  met,  the most
significant  of which is the  payment  of a  preferred  return  to the  assignee
limited partners, as defined in the Fund's Partnership Agreement.

     Effective  July 29, 1996 the Fund  modified the revolving  credit  facility
("The  Facility") by increasing  the maximum  amount to $4,000,000 and extending
the  maturity  date until  February 28, 1998.  The  Facility is  designated  for
working  capital  needs and  issuance  of  letters of credit.  The  Facility  is
primarily  secured by the accounts  receivable of the Fund. Any outstanding cash
borrowings under the Facility bear interest at LIBOR plus 1.75%. At December 31,
1996 the outstanding borrowings under this Facility totaled $1,000,000.

     The  State of North  Carolina  has  again  delayed  the  effective  date of
elimination  in its  Medicaid  methodology  of the  current  reimbursement  rate
component  for equity until July 1, 1997.  Fund  management  had  projected  the
effective  date of this  elimination  to be July 1,  1996.  As a result  of this
action,  Medicaid  reimbursements  from North Carolina during the second half of
1996  were  approximately  $129,000  over  budget.  Future  action  by the North
Carolina Medicaid Agency could affect the reimbursement component for equity and
therefore reduce Medicaid reimbursement for the Fund by up to $234,000 annually.

     On February 14,  1997,  the Fund made a  distribution  of $826,410 of which
approximately  $534,853,  or 65%,  was funded  from  nursing  center  operations
generated  during the fourth  quarter  of 1996  after  payment of  approximately
$68,000 of upper tier expenses. During 1996, nursing center operations generated
approximately  77%  of the  total  distributions  after  payment  of  upper-tier
expenses totaling approximately $277,000.

     Based on a preliminary  review of the 1997  operating  budget,  results are
projected to improve over 1996. Distributions to partners are expected to remain
at current  levels and  operating  cash flow is expected to fund over 90% of the
distributions,  while the balance is funded by reserves.  The major challenge to
the Fund in the  foreseeable  future  is to  control  operating  expenses  while
maximizing revenues through strategic admissions policies.


                                                      -9-


<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 7. Management's Discussion and Analysis of Financial Condition
             and Results of Operations (continued)

Results of Operations

                                   December 31, 1996 vs. December 31, 1995

     Patient revenues for the Fund's seven operating  partnerships  increased by
approximately  $2,632,000  (or 6%) for  the  year  ended  December  31,  1996 as
compared  to the year  ended  December  31,  1995.  The  increase  is  primarily
attributable to increased  Medicare census as well as increased room rates which
resulted  in an  effective  rate  increase  of 4.1% (or  $1,652,000)  over 1995.
Continued  efforts in  Medicare  maximization  resulted  in an  increase  of the
Medicare  population at the seven facilities from 8.6% of total patient days for
1995 to 9.8% of total patient days in 1996. As a result,  ancillary  consumption
increased by $847,000 in 1996 as compared to 1995.  In addition,  revenues  were
further increased by recognition of retroactive cost settlement adjustments that
were $366,000 higher than those recognized in 1995. These positive  variances in
revenue were offset by an overall  census decline of 1,806 patient days in 1996,
as  compared  to 1995,  which  accounted  for a negative  variance in revenue of
$233,000. Private census also declined in 1996 when compared to 1995.

     Profitability for the Fund declined  approximately  $169,000 (or 8.9%) from
$1,891,000  in 1995 to  $1,722,000  in 1996.  The decline in  profitability  was
primarily attributable to increased operating expenses which were not completely
covered by the Medicare and Medicaid reimbursement programs.  Operating expenses
as a percentage of patient  revenues  increased to 81% in 1996 from 80% in 1995.
With the continued  increase in Medicare census, the overall acuity level of the
residents was higher than in 1995 resulting in increased salaries,  benefits and
ancillary costs.  Additionally,  maintenance  costs in 1996 were $100,000 higher
than in 1995 due to the  continued  aging of the  buildings.  The four  Maryland
facilities  were built in the late 1960's and early 1970's and are  beginning to
need increasing levels of repair and maintenance.

     Also  contributing  to the  decline in  profitability  was an  increase  of
$172,000 (or 34%) in general and administrative  expenses in 1996 as compared to
1995.  The  majority  of  this  increase  was  due to  higher  professional  and
consulting costs incurred.

     Interest  expense   decreased  $84,000  (or  3.8%)  in  1996  versus  1995.
Approximately  $5.7 million of the Fund's debt bears  interest at floating rates
which were, on average, lower in 1996 than in 1995.

                                      December 31, 1995 vs. December 31, 1994

     Patient revenues for the Fund's seven operating  partnerships  increased by
approximately  $2,198,000  (or 5%) for  the  year  ended  December  31,  1995 as
compared  to the year  ended  December  31,  1994.  The  increase  is  primarily
attributable to increased  Medicare and Private census as well as increased room
rates which resulted in an effective rate increase of 3.8% (or $1,383,000)  over
1994. For the first time in several years,  private pay census at the facilities
increased from 21% of total patient days in 1994 to 23% of total patient days in
1995.  As a result of continued  efforts to increase the Medicare  population in
the seven  facilities,  Medicare census has increased from 7.8% of total patient
days for the year ended  December  31,  1994 to 8.6% of total  patient  days for
1995. This resulted in increased ancillary consumption of $588,000 for 1995 over
1994. This contributed to the increase in revenues.  In addition,  revenues were
further  increased by the recognition of $227,000 in retroactive cost settlement
adjustments.

     Profitability  for the Fund declined  approximately  $1,012,000 (or 35%) to
$1,891,000 in 1995 from  $2,903,000 in 1994.  The decline in  profitability  was
primarily attributable to increased operating expenses which were not completely
covered by the Medicare and Medicaid reimbursement programs. Operating expenses,
as a percentage of patient  revenues,  increased to approximately 80% in 1995 as
compared to 77% in 1994. As a result of the higher acuity level of the residents
in 1995,  salaries,  employee  benefits  and  ancillary  costs  increased.  Also
contributing  to the reduced  profitability  in 1995 was very poor Medicaid rate
increases in the State of Maryland for nursing costs.

                                                      -10-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 7. Management's Discussion and Analysis of Financial Condition
             and Results of Operations (continued)

Results of Operations (continued)

These  rates  only  increased,  on  average,  1% for the  Fund's  facilities  in
Maryland.  Additionally,  the  Medicare  routine cost limits were frozen for the
second  consecutive year. This resulted in an additional  $360,000 being lost in
1995 as compared to 1994 to the cost  limited  under the  Medicare  and Medicaid
programs.

     Interest  expense  increased  $222,000  (or 11.1%) in 1995 versus 1994 as a
result of line of credit borrowings during the year and higher average borrowing
costs.  Approximately $5.9 million of the Fund's debt bears interest at floating
rates of interest which were, on average, higher in 1995 than 1994.


Item 8.  Financial Statements and Supplementary Data

Index to Financial Statements:
                                                                   Page(s)
                                                               Annual Report

     Independent Auditors' Report                                     3
     Consolidated Balance Sheets                                      4
     Consolidated Statements of Earnings                              5
     Consolidated Statements of Partners' Capital (Deficit)           6
     Consolidated Statements of Cash Flows                            7
     Notes to Consolidated Financial Statements                      8-15

     All schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.


Item 9.  Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure

None.



                                                     PART III


Item 10.  Directors and Executive Officers of Registrant

     The General Partners of the Fund are Meridian Healthcare Investments, Inc.,
the Development General Partner, and Brown Healthcare,  Inc., the Administrative
General Partner.  The Fund's principal executive offices are located at 225 East
Redwood  Street,  Baltimore,  Maryland 21202.  The General  Partners had primary
responsibility  for the  selection  and  negotiation  of  terms  concerning  the
acquisition of the Operating Partnership Interests,  selecting a manager for the
interim  investments and the structure of the Offering and the Fund. The General
Partners have primary responsibility for overseeing the performance of those who
contract  with  the  Fund  as well  as  making  decisions  with  respect  to the
financing,  sale and  liquidation  of the Fund's or the operating  partnerships'
assets.   The  General   Partners  are   responsible  for  all  reports  to  and
communications  with investors and others,  all distributions and allocations to
investors,  the  administration  of the Fund's business and all filings with the
Securities  and  Exchange  Commission  and  other  Federal  or State  regulatory
authorities.  The  Fund's  Partnership  Agreement  provides  certain  rights for
investors, which are incorporated herein by reference.

                                                      -11-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 10.  Directors and Executive Officers of Registrant (continued)

The Development General Partner

     Meridian Healthcare Investments,  Inc., the Development General Partner, is
a Maryland corporation. On November 30, 1993, Genesis acquired substantially all
the assets of Meridian,  Inc., Meridian Healthcare (" MHC") and their affiliated
entities,  including all the stock of the Fund's Development General Partner. As
part of the  acquisition,  MHC, the manager of the Fund's seven nursing centers,
continues to operate the  facilities  pursuant to management  agreements.  Since
completion of the Meridian  transaction,  Genesis  operates 156  geriatric  care
facilities  (75 wholly owned, 3 jointly  owned,  34 leased and 44 managed).  The
four geographic markets that Genesis  principally serves are: New England Region
(Massachusetts/Connecticut/New    Hampshire);   Mid-Atlantic   Region   (Greater
Philadelphia/Delaware  Valley);  Chesapeake Region (Southern  Delaware,  Eastern
Shore of Maryland; Baltimore,  Maryland/Washington  D.C./Virginia); and Southern
Region (Central Florida/North Carolina)

     The following  individuals  are the  directors  and  principal  officers of
Meridian Healthcare Investments, Inc.:

     Michael R. Walker,  age 48, is President and a Director of the  Development
General  Partner and is a  co-founder  of Genesis and has served as Chairman and
Chief  Executive  Officer of Genesis since its  inception in 1985. In 1981,  Mr.
Walker  co-founded  Health Group Care Centers  ("HGCC").  At HGCC,  he served as
Chief Financial  Officer and,  later, as President and Chief Operating  Officer.
Prior to its sale in 1985,  HGCC operated  nursing homes with 4,500 nursing beds
in 12 states. From 1978 to 1981, Mr. Walker was the Vice President and Treasurer
of AID  Healthcare  Centers,  Inc.  ("AID").  AID,  which owned and  operated 20
nursing  centers,  was  co-founded  in 1977 by Mr.  Walker as the  nursing  home
division of Hospital Affiliates International ("HAI"). Mr. Walker holds a Master
of Business  Administration degree from Temple University and a Bachelor of Arts
in Business Administration from Franklin and Marshall College. Mr. Walker serves
on the Board of  Directors  of Renal  Treatment  Centers,  Inc. and the Board of
Trustees of Universal Health Realty and Income Trust.

     Richard R. Howard, age 48, is a Director of the Development General Partner
and has  served as a  Director  of Genesis  since its  inception  in 1985 and as
President and Chief  Operating  Officer of Genesis  since June,  1986. He joined
Genesis in  September,  1985 as Vice  President  of  Development.  Mr.  Howard's
background in healthcare  includes two years as the Chief  Financial  Officer of
HGCC. Mr.  Howard's  experience also includes over ten years with Fidelity Bank,
Philadelphia, Pennsylvania and one year with Equibank, Pittsburgh, Pennsylvania.
Mr.  Howard is a graduate of the Wharton  School,  University  of  Pennsylvania,
where he received a Bachelor of Science degree in Economics in 1971.

     George V.  Hager,  Jr.,  age 41, is Vice  President  and  Treasurer  of the
Development  General  Partner and is Senior Vice  President and Chief  Financial
Officer of Genesis. Mr. Hager was previously partner in charge of the healthcare
practice for KPMG Peat Marwick LLP in the Philadelphia  office.  Mr. Hager began
his career at KPMG Peat Marwick LLP in 1979 and has over ten years of experience
in the  healthcare  industry.  Mr.  Hager  received a Bachelor of Arts degree in
Economics from Dickinson College in 1978 and a Master of Business Administration
degree from Rutgers  Graduate  School of  Management.  He is a certified  public
accountant and a member of the AICPA and PICPA.

Administrative General Partner

     Brown Healthcare,  Inc., the Administrative  General Partner, is a Maryland
corporation,  and is wholly-owned by Alex. Brown Realty, Inc. The Administrative
General  Partner is  responsible  for  administering  the  business of the Fund,
including providing clerical services,  communications,  services and reports to
investors,   and  making  all  reports  and  filings  to  securities  regulatory
authorities.

                                                      -12-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 10.  Directors and Executive Officers of Registrant (continued)

Administrative General Partner (continued)

     The following  individuals are the directors and principal  officers of the
Administrative General Partner:

     John  M.  Prugh,  age  48,  has  been  a  Director  and  President  of  the
Administrative  General Partner since 1988, and of Alex. Brown Realty,  Inc. and
Armata Financial Corp.  since 1984. Mr. Prugh graduated from Gettysburg  College
in 1970,  and was  designated a Certified  Property  Manager by the Institute of
Real Estate  Management in 1979. He has worked in property  management for H. G.
Smithy Co., in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland.
Since 1977, Mr. Prugh has been involved in managing,  administering,  developing
and selling real estate  investment  projects  sponsored by Alex.  Brown Realty,
Inc. and its subsidiaries.

     Peter E.  Bancroft,  age 44, has been a Director and Vice  President of the
Administrative  General  Partner since 1988 and a Senior Vice President of Alex.
Brown Realty, Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated
from Amherst College in 1974, attended the University of Edinburgh, and received
a J.D.  degree from the University of Virginia  School of Law in 1979.  Prior to
joining Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

     Terry F. Hall, age 50, has been the Secretary of the Administrative General
Partner and a Vice  President and  Secretary  of, and Legal  Counsel for,  Alex.
Brown  Realty,  Inc.  since 1989.  Mr. Hall  graduated  from the  University  of
Nebraska-Lincoln  in 1968,  and received a J.D.  degree from the  University  of
Pennsylvania Law School in 1973.  Prior to joining Alex.  Brown Realty,  Inc. in
1986, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from
1981 to 1986 and an associate at the same firm from 1973 to 1981.

     Timothy M. Gisriel,  age 40, has been the  Treasurer of the  Administrative
General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since
1990. He was Controller of Alex.  Brown Realty,  Inc. and Armata Financial Corp.
from 1984 through 1990.  Mr.  Gisriel  graduated from Loyola College in 1978 and
received  his  Masters  of  Business  Administration  degree  from the Robert G.
Merrick  School of Business,  University  of  Baltimore.  Prior to joining Alex.
Brown Realty, Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore
office of Coopers & Lybrand. He is a Maryland Certified Public Accountant.

    There is no family  relationship  among the  officers  and  directors of the
General Partner.


Item 11.  Executive Compensation

     The  officers  and  directors  of the  Administrative  General  Partner and
Development General Partner received no compensation from the Fund.

     The General Partners are entitled to receive a share of cash  distributions
and a share of  profits  and losses as  described  in the  Agreement  of Limited
Partnership.  (See Note 5,  "Distributions  to Partners  and  Allocation  of Net
Income" in Item 8. Financial Statements, herein.)

     For a discussion of compensation and fees to which the General Partners are
entitled, see Item 13. Certain Relationships and Related Transactions, herein.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     No  person  is known to the Fund to own  beneficially  more  than 5% of the
outstanding Units of the Fund.

     The  General  Partners  each  have a .5%  interest  in the Fund as  General
Partners, but do not hold any Units.
                                                      -13-


<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 12.  Security Ownership of Certain Beneficial
                     Owners and Management (continued)

     The Assignor  Limited  Partner,  Brown  Healthcare  Holding Co.,  Inc.,  an
affiliate of the Administrative  General Partner, owns for its benefit 40 Units.
The Units held by the Assignor  Limited Partner have all rights  attributable to
such Units under the Limited  Partnership  Agreement except that these Units are
non-voting.

     There are no arrangements, known to the Fund, the operation of which may at
a subsequent date, result in a change of control of the registrant.


Item 13.  Certain Relationships and Related Transactions

     The General  Partners and their affiliates have and are permitted to engage
in  transactions  with the Fund. For a  summarization  of fees paid during 1996,
1995 and 1994,  and to be paid to the General  Partners and their  affiliates at
December 31, 1996, see Note 3, "Related Party Transactions" in Item 8. Financial
Statements, herein.



                                                      PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a) 1.  Financial Statements:  see Index to Financial Statements and
             Supplementary Data in Item 8 on Page 11.

         2.  Financial Statement Schedules:  see Index to Financial Statements
             and Supplementary Data in Item 8 on page 11.

         3.  Exhibits:

             (3,    4) Limited  Partnership  Agreement  on pages 1 through 41 of
                    Exhibit  A  to  the  Fund's   Prospectus,   and  the  Fund's
                    Registration  Statement  on Form  S-1  (File  No.  33-19277)
                    included herein by reference.

             (13)   Annual Report for 1996.

     (b) Reports on Form 8-K:   None.

                                                      -14-


<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                                                    SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) 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, thereunto duly authorized.


                                         MERIDIAN HEALTHCARE GROWTH AND INCOME
                            FUND LIMITED PARTNERSHIP


DATE:   3/19/97                          BY:   /s/  John M. Prugh
                                         John M. Prugh
                                         President and Director
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner



Pursuant to the requirements of the Securities  Exchange Act of 1934 as amended,
this report has been signed by the following in the  capacities and on the dates
indicated.




DATE:    3/19/97                         By:    /s/  John M. Prugh
                                         John M. Prugh
                                         President and Director
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner


DATE:    3/19/97                         By:   /s/  Peter E. Bancroft
                                         Peter E. Bancroft
                                         Vice President and Director
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner


DATE:    3/19/97                         By:   /s/  Terry F. Hall
                                         Terry F. Hall
                                         Secretary
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner


DATE:    3/19/97                         By:  /s/  Timothy M. Gisriel
                                         Timothy M. Gisriel
                                         Treasurer
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner




                                                       -15-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                              SIGNATURES (continued)




DATE:  3/24/97                           BY:   /s/  Michael R. Walker
                                         Michael R. Walker
                                         President and Director
                                         Meridian Healthcare Investments, Inc.
                                         Development General Partner



DATE:  3/24/97                           BY:   /s/  Richard R. Howard
                                         Richard R. Howard
                                         Director
                                         Meridian Healthcare Investments, Inc.
                                         Development General Partner




DATE:  3/24/97                           BY:   /s/  George V. Hager, Jr.
                                         George V. Hager, Jr.
                                         Vice President and Treasurer
                                         Meridian Healthcare Investments, Inc.
                                         Development General Partner


                                                       -16-