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, 1999

                                       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,  199,  there were  1,539,900  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 1999 is incorporated by reference.

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP




                                      INDEX

<TABLE>
<CAPTION>

                                                                                     Page (s)

<S>                                                                                         <C>
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS                                   3

Part I.

         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                    9-13
                           Condition and Results of Operations

         Item 7a.   Quantitative and Qualitative Disclosures About Market Risk             13
         Item 8.    Financial Statements and Supplementary Data                            14
         Item 9.    Changes in and Disagreements with Accountants on
                           Accounting and Financial Disclosure                             14


Part III.

         Item 10.   Directors and Executive Officers of Registrant                      14-16
         Item 11.   Executive Compensation                                                 16
         Item 12.   Security Ownership of Certain Beneficial Owners
                           and Management                                                  16
         Item 13.   Certain Relationships and Related Transactions                         16


Part IV.

         Item 14.   Exhibits, Financial Statement Schedules and
                           Reports on Form 8-K                                          17-19

                           Signatures                                                   20-21

</TABLE>



<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  judgment  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").

         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 Assignor
Limited Partner also acquired 40 units of limited partnership interests in 1988.

         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;  two nursing centers located in North Carolina and
one  facility  in New  Jersey.  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 nursing centers owned by the operating  partnerships are managed by
and  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.

         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, 1999.

         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.

                                       -4-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 1.  Business (continued)

         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:

<TABLE>
<CAPTION>
                                                                            Property & Equipment        Patient
                                                                            (before depreciaion)       Revenues
                                                                            at December 31, 1999          1999
  Name and Location                       Description                                (Dollars in thousands)

<S>                                                                               <C>                   <C>
Facility 1.   Hamilton      A 104-bed nursing facility located on                 $ 4,701               $ 4,625
6040 Harford Road           1.06 acres, constructed in 1972
Baltimore City,             consisting of a "T" shaped two-story
Maryland                    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.                 A 250-bed nursing facility located on                  11,001                 9,226
Randallstown                2.83 acres, constructed in 1971
9109 Liberty Road           consisting of a rectangularly-shaped
Randallstown,               two-story plus partial basement masonry
Maryland                    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.

Facility 3.   Caton Manor   A 184-bed nursing facility located on                   7,772                 8,116
3330 Wilkens Avenue         0.92 acres, constructed in 1972
Baltimore City,             consisting of an "L" shaped four-story
Maryland                    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.

</TABLE>

                                       -5-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 2.  Properties (continued)
<TABLE>
<CAPTION>
                                                                                Property &Equipment       Patient
                                                                               (before depreciation)      Revenues

                                                                                at December 31, 1999        1999
                                                                                        (Dollars in Thousands)
     Name and Location                 Description

<S>                                                                                    <C>                <C>
Facility 4.  Frederick          A 166-bed nursing facility located on 1.13 acres,       7,489              7,038
(Collegeview)                   originally constructed in 1966 consisting of a
400 North Avenue                two-story plus partial basement masonry structure,
Frederick,                      the second floor added in 1968, containing a total
Maryland                        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        A 160-bed nursing facility located on 11.38 acres,      5,977               6,907
550 Glenwood Road               originally constructed with 100 beds in 1988 with
Mooresville,                    a 60-bed addition completed in 1992 consisting of
North Carolina                  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          A 180 bed nursing facility located on  6.02 acres,      5,987             7,972
710 Julian Road                 originally constructed with 120 beds in 1988 with
Salisbury,                      a 60-bed addition completed in 1991 consisting of
North Carolina                  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.
</TABLE>

                                       -6-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

Item 2.  Properties (continued)
<TABLE>
<CAPTION>

                                                                                 Property &Equipment      Patient
                                                                                 (before depreciation)   Revenues
                                                                                 at December 31, 1999      1999
                                                                                        (Dollars in Thousands)
     Name and Location          Description

<S>                                                                                     <C>               <C>
Facility 7.  Woodlands          A 140-bed nursing facility located on 6.52 acres,       8,310             7,112
1400 Woodland Avenue            constructed in 1989 consisting of a two-story
Plainfield,                     slab on grade building containing a total of
New Jersey                      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.

                                                                                  $    51,237        $    50,996

</TABLE>

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;

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.

                                       -7-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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

         As of  December  31,  1999,  there were  1,717  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, 1999. 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,
                                               1999           1998        1997         1996         1995
                                                    (Dollars in thousands - except per Unit amounts)
Statement of Earnings Data

<S>                                           <C>            <C>         <C>          <C>          <C>
Net revenue                                   $51,278        $54,108     $49,568      $47,885      $45,398
Operating earnings before capital costs**       6,612          9,594       6,286        5,735        5,937
Net earnings                                    2,865          5,768       2,268        1,722        1,891

Net earnings per assignee Unit-basic        $    1.84      $    3.71   $    1.46    $    1.12    $    1.23


Operating Data

Payor mix (as a percent of revenue):
     Medicaid and Medicare                        84%            80%         77%          77%          75%
     Private                                      16%            20%         23%          23%          25%

Occupancy percentage                            87.9%          91.7%       93.2%        94.3%        94.8%

Patient Days Available                        429,000        429,000     429,000      431,000      430,000


Balance Sheet Data

Total assets                                  $48,646        $50,305     $49,707      $52,255      $51,107
Property and equipment, net of
     accumulated depreciation                  33,346         33,653      34,839       35,680       36,625
Debt, including loan payable to
     Development General Partner               23,742         24,422      25,070       26,576       26,081
Partners' capital                              18,372         18,813      16,351       17,389       18,973

Cash distributions paid per Unit:
     from operations                            $2.12       $   2.12    $   2.12     $   2.12     $   1.88
     from return of capital                      -              -           -            -            .24
</TABLE>

     **Capital costs include depreciation, amortization and interest expense.

                                       -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

         On March 3, 1998, the Fund entered into a renewal  commitment  with its
existing lender to refinance all of the existing  indebtedness.  Under the terms
of the refinancing, the mortgages were scheduled to mature on February 28, 2000.
On February 28, 2000 the Fund executed a three-month extension with the bank and
the existing  indebtedness is now scheduled to mature on May 31, 2000. Under the
terms of the  extension,  the mortgages  continue to bear interest at LIBOR plus
1.55%.  The Fund's managers have secured a new long-term  commitment from a bank
to refinance the existing  indebtedness as well as the Fund's $4,000,000 line of
credit (which is designated for working  capital needs and is secured  primarily
by the  accounts  receivable  of the Fund).  The  Fund's  managers  believe  the
refinancing will close prior to the May 31, 2000 maturity date.

         The Fund's  working  capital  (excluding  current  portion of long-term
debt)  decreased  $519,000 to  $4,917,000  at  December  31, 1999 as compared to
$5,436,000 at December 31, 1998. The Fund has classified its long-term debt as a
current  liability on the December 31, 1999 balance sheet as a result of its May
31,  2000  maturity  date.  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.

         Cash flow from operating activities was $5,193,000 for the twelve-month
period ended  December 31, 1999 as compared to $5,267,000 for the same period of
1998.

         Cash used in investing  activities  for the  twelve-month  period ended
December 31, 1999 was $1,458,000 and included  improvements  to the Fund's seven
operating  facilities.  Similar  improvements  made  during  1998 and 1997  were
$535,000 and $830,000  respectively.  The increase in  improvements  during 1999
versus the two prior years was primarily  the result of three roof  replacements
(at  the  Mooresville  and  Salisbury,  North  Carolina  facilities  and  at the
Randallstown,  Maryland  facility)  and an  exterior  renovation  to improve the
facade of the College View, Maryland facility.

         Cash used in financing  activities  during 1999  included  repayment of
long term debt of $731,000 and distributions to partners and minority  interests
totaling  $3,421,000.  Similar  uses of cash totaled  $699,000  and  $3,380,000,
respectively, during 1998.

         The Fund  believes  that the  short-term  liquidity  needs  will be met
through  expected cash flow from  operations and available  working capital from
the  existing  line of credit.  Long-term  liquidity  needs will be met  through
expected cash flow from  operations and a refinancing of the existing  long-term
indebtedness and line of credit capacity.

         Between 1988 and 1999 the  Development  General Partner loaned the Fund
$597,000 to support operating deficits  generated by the Mooresville,  Salisbury
and Woodlands nursing centers during each centers' first two years of operation.
Loans outstanding under this  arrangement,  including  interest at 9% per annum,
were $1,137,000 at December 31, 1999. The Fund is obligated to repay these loans
when certain  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.

         On February 15, 2000 the Fund made its fourth quarter 1999 distribution
to partners of $826,410.  This  distribution  was funded by fourth  quarter 1999
operations and reserves of approximately $168,000. During 1999 operations funded
90% of the  distributions  to partners while the balance was funded by reserves.
Review of the 2000 budget  suggests  operations  from the seven nursing  centers
will be sufficient to fund a similar distribution in 2000.

         The major challenge to the Fund in the foreseeable future is to control
operating expenses in light of Medicare's  conversion to the Prospective Payment
System, to maintain a quality mix of patients and to increase the overall census
at each of the facilities.

                                       -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, 1999 versus December 31, 1998

         Overall 1999 revenues of $51,278,000  decreased $2,830,000 or 5.2% from
the same period in 1998.

         Revenues of  $41,031,000  from  Medicaid and Medicare  patients for the
twelve months ended December 31, 1999 decreased $1,610,000 or 3.7% from the same
period in the prior year.  This decrease is primarily due to the settlement of a
Maryland  Medicaid  reimbursement  issue which  resulted in the  recognition  of
approximately  $2,100,000  in revenue in fiscal year 1998 which  related to cost
report years 1994 through 1997. The Maryland  Medicaid  auditors  proposed audit
adjustments disallowing a portion of the fees paid to the Fund's managers as the
state took the position that the manager was a related party. Upon appeal by the
Fund the State of Maryland  determined that the Fund's manager was not a related
party and the fees paid to the  manager  were  reimbursable  under the  Medicaid
program,  subject to the applicable cost center ceilings.  Partially  offsetting
the decrease in Medicaid revenue was growth in Medicare revenue of approximately
$870,000  relating to growth in Medicare  census.  In fiscal year 1999  Medicare
census  made up 11.5% of the  overall  census as  compared  to 9% in fiscal year
1998.

         Revenue  from  private  and  other  patients  decreased  $1,156,000  to
$9,965,000 in 1999 as compared to  $11,121,000 in 1998.  This decrease  resulted
from lower private and veterans  administration  census and lower  insurance and
assisted living rates.  The average daily Private census  decreased ten patients
to  105  in  1999  as  compared  to  115 in  1998.  Additionally,  the  Veterans
Administration  (VA) average daily census  decreased six patients to two in 1999
as  compared to eight in 1998.  Revenue  from  Private and VA sources  decreased
approximately  $725,000 from 1998 to 1999. Overall rates for insurance residents
decreased   approximately  12%  as  insurance  revenue  decreased  approximately
$200,000  in  1999  as  compared  to  1998.  Assisted  living  revenue  declined
approximately  $230,000  primarily due to a decrease in the applicable  Medicaid
rates.

         Operating  expenses  increased  $214,000  or less than one  percent  in
fiscal year 1999 as  compared to 1998.  Salaries  wages and  benefits  increased
$960,000 or approximately 3.6% in fiscal year 1999 as compared to the prior year
primarily  driven by  annual  cost of living  increases.  Additionally,  overall
inflationary  increases and higher bad debt charges added  additional  operating
expense of  approximately  $1,334,000 or 3.3%.  Offsetting these increases was a
decrease in the cost of ancillary services of $2,080,000 in fiscal 1999 compared
to the same  period in the prior  year.  This  decrease  is  primarily  due to a
decrease  in  the  cost  of  Physical,  Speech,   Occupational  and  Respiratory
therapies.  In response to  Medicare's  conversion  to the  Prospective  Payment
System contracts with therapy providers were re-negotiated to reduce cost.

         Management and administrative  fees decreased $154,000 or approximately
4.3% in 1999 as  compared  to 1998.  This  decrease  is due to fees  paid to the
Fund's manager,  which are calculated based on net revenues,  and are reflective
of the revenue  decrease  in fiscal  year 1999 as  compared  to 1998  previously
described.

         General and administrative  costs increased $92,000 in fiscal year 1999
as compared to 1998.  This  increase is primarily due to an increase in the cost
of purchased services in the dietary and administrative departments, an increase
in the costs of licenses and  certifications  and  increased  professional  fees
incurred related to the potential sale of the Fund's nursing centers.

         Interest expense  decreased  $125,000 in 1999 as compared to 1998. This
decrease is the result of mortgage  refinancing  at lower interest rates and the
effect of principal amortization.  The refinancing was completed on February 28,
1998.

                                      -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)

                   December 31, 1998 versus December 31, 1997

         Overall revenues for the Fund's seven operating  partnerships increased
by  approximately  $4,540,000  (or 9.2%) for the year ended December 31, 1998 as
compared to the year ended December 31, 1997. This was primarily the result of a
favorable  outcome to a long-standing  Maryland  Medicaid  reimbursement  issue.
Maryland  Medicaid had proposed an audit adjustment  reducing the amount of cost
allowed for  reimbursement  of the fees paid to the Fund's  manager as the state
auditor took the position that the manager was a related  party.  Upon appeal by
the Fund,  the State of Maryland  determined  that the Fund's  manager was not a
related  party and that fees paid to the  manager  were  reimbursable  under the
state Medicaid  program  subject to the  applicable  cost center  ceilings.  The
resolution of this issue provided increased  revenues of approximately  $800,000
for current year patient  services and  approximately  $2,100,000 for prior year
patient  services.  A favorable  Medicaid cost report settlement in the state of
North Carolina added  approximately  $350,000 to revenue.  A favorable  Medicare
settlement  for the three  prior  years  resulted  in an increase in revenues of
approximately $700,000.

         Census declines of approximately  6,500 days,  primarily in private and
Medicare, were only partially offset by increases in insurance days. The decline
in census days resulted in a revenue reduction of approximately $1,300,000. Year
to year price increases  (exclusive of the Medicaid and Medicare items discussed
above)  of  approximately  2.3% for  Medicaid  and 6.0% for  Medicare  increased
revenue by approximately $1,600,000. Year to year price increases in non-skilled
and intermediate care units increased revenue by $260,000.

         Profitability for the Fund increased approximately $3,500,000 (or 150%)
to $5,768,000 in 1998 as compared to $2,268,000 in 1997. Operating expenses as a
percentage of revenue declined to approximately 74% in 1998 versus approximately
80% in 1997 primarily due to the favorable outcome of the  reimbursement  issues
described above.  Operating expenses increased  approximately $719,000 (or 1.8%)
during 1998 versus 1997.  Cost  efficiencies  due to a decline in census of 1.6%
were offset by inflationary  wages increases and increases in therapy,  drug and
medical  supply  expenses.  Management and general and  administrative  expenses
increased  approximately  $513,000  principally due to increased management fees
and inflationary changes to general and administrative expenses.

         Interest expense decreased  approximately $176,000 (or 8.7%) in 1998 as
compared to 1997.  This decrease was primarily due to the  refinancing  at lower
interest rates of the facility mortgages effective February 28, 1998.

Legislative and Regulatory Issues

         Legislative and regulatory action has resulted in continuing changes in
the Medicare and Medicaid reimbursement  programs. The changes have limited, and
are expected to continue to limit, payment increases under these programs. Also,
the timing of payments made under the Medicare and Medicaid  programs is subject
to regulatory action and governmental  budgetary  constraints;  in recent years,
the time period between  submission of claims and payment has increased.  Within
the  statutory  framework  of the  Medicare  and  Medicaid  programs,  there are
substantial areas subject to administrative  rulings and  interpretations  which
may further affect payments made under those programs.  Further, the federal and
state  governments  may reduce the funds  available  under those programs in the
future or require more stringent  utilization  and quality  reviews of eldercare
centers or other  providers.  There can be no assurances that  adjustments  from
Medicare or Medicaid audits will not have a material adverse effect on the Fund.

         Pursuant to the  Balanced  Budget Act  commencing  with cost  reporting
periods beginning on July 1, 1998,  Prospective  Payment System ("PPS") began to
be phased in for skilled  nursing  facilities at a per diem rate for all covered
Part A skilled  nursing  facility  services as well as many  services  for which
payment  may be made under  Part B when a  beneficiary  who is a  resident  of a
skilled nursing  facility  receives  covered skilled nursing  facility care. The
consolidated per diem rate is adjusted based upon the Resource Utilization Group
("RUG").  In  addition to  covering  skilled  nursing  facility  services,  this
consolidated  payment  will also  cover  rehabilitation  and  non-rehabilitation
ancillary services.

                                      -11-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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

Legislative and Regulatory Issues (continued)

         Physician services,  certain nurse practitioner and physician assistant
services,  among  others,  are not included in the per diem rate.  For the first
three cost  reporting  periods  beginning on or after July 1, 1998, the per diem
rate will be based on a blend of a facility specific rate and a federal per diem
rate. In subsequent  periods,  and for facilities  first receiving  payments for
Medicare services on or after October 1, 1995, the federal per diem rate will be
used without any facility specific blending.

         The Balanced Budget Act also required  consolidated billing for skilled
nursing facilities.  Under the Balanced Budget Act, the skilled nursing facility
must submit all Medicare  claims for Part A and Part B services  received by its
residents  with the exception of  physician,  nursing,  physician  assistant and
certain  related  services,  even if such  services  were  provided  by  outside
suppliers.  Medicare will pay the skilled  nursing  facilities  directly for all
services on the consolidated bill and outside suppliers of services to residents
of the skilled nursing  facilities must collect payment from the skilled nursing
facility.  Although consolidated billing was scheduled to begin July 1, 1998 for
all services,  it has been delayed until further notice for  beneficiaries  in a
Medicare Part A stay in a skilled nursing facility not yet using PPS and for the
Medicare  Part B stay.  There can be no assurance  that the Fund will be able to
provide skilled nursing services at a cost below the established Medicare level.

         Effective April 10, 1998,  regulations  were adopted by the Health Care
Financing  Administration,  which revises the  methodology  for  determining the
reasonable  cost for contract  therapy  services,  including  physical  therapy,
respiratory therapy,  occupational therapy and speech language pathology.  Under
the  regulations,  the reasonable  costs for the contract  therapy  services are
limited to geographically-adjusted  salary equivalency guidelines.  However, the
revised salary  equivalency  guidelines will no longer apply when the PPS system
applicable to the particular setting for contract therapy services (e.g. skilled
nursing facilities, home health agencies, etc.) goes into effect.

         The  Balanced  Budget Act also  repealed  the Boren  Amendment  federal
payment standard for Medicaid payments to Medicaid nursing facilities  effective
October 1, 1997.  The Boren  Amendment  required  Medicaid  payments  to certain
health care  providers to be reasonable and adequate in order to cover the costs
of efficiently and economically operated health care facilities. States must now
use a public notice and comment  period in order to determine  rates and provide
interested parties a reasonable opportunity to comment on proposed rates and the
justification for and the methodology used in calculating such rates.  There can
be no assurance  that budget  constraints or other factors will not cause states
to reduce Medicaid  reimbursement  to nursing  facilities and pharmacies or that
payments to nursing  facilities and  pharmacies  will be made on a timely basis.
The law also grants greater  flexibility to states to establish Medicaid managed
care projects without the need to obtain a federal waiver. Although these waiver
projects generally exempt  institutional care,  including nursing facilities and
institutional  pharmacy services, no assurances can be given that these projects
ultimately  will  not  change  the  reimbursement  system  for  long-term  care,
including  pharmacy services from  fee-for-service to managed care negotiated or
capitated rates.  The Fund  anticipates that federal and state  governments will
continue  to review and assess  alternative  health  care  delivery  systems and
payment methodologies.

         In July 1998,  the Clinton  Administration  issued a new  initiative to
promote the quality of care in nursing homes. This initiative  includes,  but is
not  limited to (I)  increased  enforcement  of nursing  home safety and quality
regulations;  (ii) increased  federal  oversight of state inspections of nursing
homes;  (iii)  prosecution  of egregious  violations  of  regulations  governing
nursing  homes;  (iv) the  publication  of nursing  home  survey  results on the
Internet;  and (v)  continuation  of the  development  of the  Minimum  Data Set
("MDS"), a national automated clinical data system.

         Accordingly,  with this new initiative it may become more difficult for
eldercare  facilities  to maintain  licensing  and  certification.  The Fund may
experience  increased  costs in  connection  with  maintaining  its licenses and
certifications as well as increased enforcement actions. In addition,  beginning
January 1, 1999,  outpatient  therapy  services  furnished by a skilled  nursing
facility to a resident  not under a covered Part A stay or to  nonresidents  who
receive  outpatient  rehabilitation  services  will  be  paid  according  to the
Medicare Physician Fee Schedule.

                                      -12-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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

Legislative and Regulatory Issues (continued)

         In  November  1999,  the  Medicare   Balanced  Budget   Refinement  Act
("Refinement Act") was passed in congress.  The Refinement Act addresses certain
reduction in Medicare reimbursement caused by the 1997 Act, including:

o        For covered skilled  nursing  facility  services  furnished on or after
         April 1, 2000, and before October 1, 2000 (or a later date if HCFA does
         not complete certain  mandated reviews of current RUG weightings),  for
         15 RUG categories, the federal per diem rate will be increased by 20%;

o        For fiscal years 2001 and 2002, the federal per diem rates shall be
         increased by an additional 4%;

o        For cost report years  beginning on or after  January 1, 2000,  skilled
         nursing  facilities  may waive the PPS  transition  period and elect to
         receive 100% of the federal per diem rate;

o        Through the cost reporting period beginning in October,  2000,  certain
         specific  services (such as prostheses and  chemotherapy  drugs) may be
         reimbursed  separately  from and in  addition  to the  federal per diem
         rate; and,

o        The elimination of the $1,500 cap on rehabilitation therapy services
         provided under Medicare Part B.

Year 2000 Compliance

         The Fund did not experience any material interruptions of business as a
result of the Year 2000 computer problem.

New Accounting Pronouncements

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities.  The Fund
does not  believe  this  statement  will have an impact on the Fund's  financial
statements.

Outlook

     The major  challenge  to the Fund in the  foreseeable  future is to control
operating expenses in light of Medicare's  conversion to the Prospective Payment
System, to maintain a quality mix of patients and to increase the overall census
at each of the facilities.  Recently,  Genesis Health Ventures, Inc. (the parent
company  of  our  Development   General  Partner)  announced  its  intention  to
restructure  the  company's  capital,  following  its  inability to make certain
scheduled  debt  service  payments.  This  action is not  expected to affect the
operation  or  management  of  the  Fund's  seven  nursing  facilities.  We  are
continuing to evaluate disposition alternatives and will keep you advised of any
developments.

Item 7a. Quantitative and Qualitative Disclosures About Market Risks

     The market  risk  associated  with  financial  instruments  and  derivative
financial and commodity  instruments is the risk of loss from adverse changes in
market prices or rates.  The Fund's market risk arises  primarily  from interest
rate risk relating to its long-term borrowings which bear interest at LIBOR plus
1.55% of a designated  bank.  Borrowings are  classified as a current  liability
since they have a May 31, 2000  maturity  date.  Assuming  that the  outstanding
balance were to remain unchanged from that at December 31, 1999 a 1% increase in
the LIBOR rate of interest would reduce the Fund's net earnings by approximately
$226,000 on an annualized basis.

                                      -13-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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


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.

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
primarily in five regional markets in which over 14,500,000  people over the age
of 65 reside.  The networks  include 368  eldercare  centers with  approximately
45,000  beds;  approximately  112  physicians,  physician  assistants  and nurse
practitioners;  19  medical  supply  distribution  centers  serving  over  1,000
eldercare centers with over 80,000 beds; an integrated  NeighborCareSM  pharmacy
operation with over $980,000,000 in annualized revenues,  including 69 long-term
care  pharmacies   serving   approximately   238,000   institutional   beds;  34
community-based   pharmacies;   infusion   therapy   services;   and   certified
rehabilitation  agencies  providing  services  through over 600  contracts.  The
Company also provides  diagnostic and hospitality  services in selected  markets
and  operates a group  purchasing  organization.  Genesis has  concentrated  its
eldercare  networks  in five  geographic  regions in order to achieve  operating
efficiencies,  economies  of  scale  and  significant  market  share.  The  five
geographic  markets that  Genesis  principally  serves are:  New England  Region
(Massachusetts/Connecticut/New   Hampshire/Vermont/Rhode   Island);  Midatlantic
Region  (Greater  Philadelphia/Delaware  Valley);  Chesapeake  Region  (Southern
Delaware/Eastern     Shore    of     Maryland/Baltimore,     Maryland/Washington
D.C./Virginia); Southern Region

                                      -14-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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

The Development General Partner (continued)

(Central Florida); and Allegheny Region (West Virginia/Western Pennsylvania/
Eastern Ohio/Illinois/Wisconsin).  The Company  believes that it is the largest
operator of  eldercare  center  beds in the states of New  Hampshire
Massachusetts,  New Jersey, Pennsylvania, Maryland and West Virginia.

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

     Michael R. Walker,  age 51, 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 1998,  Mr.
Walker  became  the  Chairman  of the  Board  of  Trustees  of  ElderTrustsm,  a
healthcare  related real estate investment trust. 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 51, is a Director of the Development General Partner
and has  served as a  Director  of  Genesis  since  its  inception  in 1985,  as
President  from June 1986 to November 1998 and as Vice Chairman  since  November
1998.  From June,  1986 through March,  1998, Mr. Howard served as President and
Chief Operating Officer of Genesis. 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 44, 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 health-
care  practice  for KPMG LLP in the  Philadelphia  office.  Mr.  Hager began his
career  at KPMG LLP in 1979  and has over  fifteen  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.

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

     John  M.  Prugh,  age  51,  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.

                                      -15-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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

The Administrative General Partner (continued)

     Peter E.  Bancroft,  age 47, 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 53, 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 43, 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 in 1993.  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.

     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.


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
1999, 1998 and 1997, and to be paid to the General Partners and their affiliates
at December  31,  1999,  see Note 3,  "Related  Party  Transactions"  in Item 8.
Financial Statements, herein.

                                      -16-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                                     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 13.

         2.  Financial  Statement  Schedules:  Schedule II - Valuation and
             Qualifying Accounts for the years ended  December 31, 1999, 1998
             and  1997.  All other schedules are omitted because they are not
             applicable  or  the  required information is shown in the financial
             statements or notes thereto.

         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 1999.

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

                                      -17-

<PAGE>

         Meridian Healthcare Growth and Income Fund Limited Partnership
                          Independent Auditors' Report



To the Partners of Meridian Healthcare Growth and Income
Fund Limited Partnership

Under date of February 18, 2000, we reported on the consolidated  balance sheets
of Meridian Healthcare Growth and Income Fund Limited Partnership as of December
31,  1999  and  1998,  and the  related  consolidated  statements  of  earnings,
partners'  capital  (deficit)  and  cash  flows  for  each of the  years  in the
three-year  period ended December 31, 1999, as contained in the annual report on
Form 10K for the year 1999. In connection with our audits of the  aforementioned
consolidated  financial  statements,  we also  audited the related  consolidated
financial  statement  schedule  in the Form  10K.  This  consolidated  financial
statement  schedule  is  the  responsibility  of  the  Fund's  management.   Our
responsibility is to express an opinion on this consolidated financial statement
schedule based on our audits. In our opinion, such schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly, in all material respects, the information set forth therein.

                                        /s/   KPMG LLP


Philadelphia, Pennsylvania
February 18, 2000

                                      -18-

<PAGE>

         Meridian Healthcare Growth and Income Fund Limited Partnership
                       Valuation and Qualifying Accounts
                  Years Ended December 31, 1999, 1998 and 1997
                             (Dollars in Thousands)

                                   Schedule II

<TABLE>
<CAPTION>

                                Balance at
                                Beginning   Charged to                    Balance at End
      Description               of Period   Operations     Deduction(1)      of Period

<S>                                <C>         <C>             <C>             <C>
Year Ended December 31,            $479        845             (276)           $1,048
Allowance for Doubtful Accounts

Year Ended December 31,            $513        252             (286)             $479
Allowance for Doubtful Accounts

Year Ended December 31,            $551        351             (389)             $513
Allowance for Doubtful Accounts
</TABLE>

(1) - Represents amounts written off as uncollectible.




                                      -19-

<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:            3/29/99              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:         3/29/99                 By:      /s/    John M. Prugh
                                      John M. Prugh
                                      President and Director
                                      Brown-Healthcare, Inc.
                                      Administrative General Partner


DATE:         3/22/99                 By:     /s/   Peter E. Bancroft
                                      Peter E. Bancroft
                                      Vice President and Director
                                      Brown-Healthcare, Inc.
                                      Administrative General Partner


DATE:         3/22/99                 By:    /s/   Terry F. Hall
                                      Terry F. Hall
                                      Secretary
                                      Brown-Healthcare, Inc.
                                      Administrative General Partner


DATE:         3/18/99                 By:     /s/   Timothy M. Gisriel
                                      Timothy M. Gisriel
                                      Treasurer
                                      Brown-Healthcare, Inc.
                                      Administrative General Partner




                                      -20 -


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                             SIGNATURES (continued)




DATE:        3/28/00                   By:     /s/    Michael R. Walker
                                       Michael R. Walker
                                       President and Director
                                       Meridian Healthcare Investments, Inc.
                                       Development General Partner



DATE:        3/28/00                   By:    /s/    Richard R. Howard
                                       Richard R. Howard
                                       Director
                                       Meridian Healthcare Investments, Inc.
                                       Development General Partner




DATE:        3/28/00                   By:    /s/    George V. Hager, Jr.
                                       George V. Hager, Jr.
                                       Vice President and Treasurer
                                       Meridian Healthcare Investments, Inc.
                                       Development General Partner


                                      -21-