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

                For the fiscal year ended December 31, 2004
                                    OR
  {   }    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                        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)

 300 East Lombard Street, Suite 1200 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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K(ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[X]

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

                Yes                            No     X

     As of December 31, 2004, there were 1,539,000 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 2004 is incorporated by reference.


<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                      INDEX

                                                                        Page (s)


Explanatory Note                                                               2


Cautionary Statement Regarding Forward Looking Statements                      3
Risk Factors                                                                 4-9

Part I.

  Item 1.    Business                                                      10-16
  Item 2.    Properties                                                    17-18
  Item 3.    Legal Proceedings                                                19
  Item 4.    Submission of Matters to a Vote of Security Holders              19


Part II.

  Item 5.    Market for Registrant's Common Equity and Related
                    Stockholder Matters                                       19
  Item 6.    Selected Financial Data                                          20
  Item 7.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    21-26
  Item 7a.   Quantitative and Qualitative Disclosures About Market Risk       26
  Item 8.    Financial Statements and Supplementary Data                      27
  Item 9.    Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                       27
  Item 9a.   Controls and Procedures                                       27-28
  Item 9b    Other Information                                                28


Part III.

  Item 10.   Directors and Executive Officers of Registrant                28-29
  Item 11.   Executive Compensation                                           29
  Item 12.   Security Ownership of Certain Beneficial Owners
                    and Management                                            30
  Item 13.   Certain Relationships and Related Transactions                   30
  Item 14.   Principal Accountant Fees and Services                           30


Part IV.

  Item 15.   Exhibits and Financial Statement Schedule                     30-31

Signatures                                                                 32-33


<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                                Explanatory Note

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K/A is to
file the conformed signatures to

o   the Report of Independent Registered Public Accounting Firm related to
    the Financial Statement Schedule, which is included herein;
o   the Report of Independent Registered Public Accounting Firm related to
    the Consolidated Financial Statements, which is incorporated by
    reference to this Form 10-K/A; and
o   the Annual Letter to Investors, which is incorporated by reference to
    this Form 10-K/A.

     In  addition,  this  Amendment  No. 1 to the Annual  Report on Form  10-K/A
corrects  an oversight in the  presentation of the Fund's footnote No. 4 "Debt"
to the Consolidated Financial Statements, which are incorporated by reference to
this Form 10-K/A. In the initial filing, the table in this footnote  erronously
reflected   the  tabular   information for footnote No. 3  "Related  Party
Transactions".




                                      -2-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

            Cautionary Statement Regarding Forward-Looking Statements


     Statements made in this report, and in the Fund's other public filings and
releases, which are not historical facts, contain "forward-looking" statements
(as defined in the Private Securities Litigation Reform Act of 1995) that
involve risks and uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to:


o  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;
o  statements contained in "Quantitative and Qualitative Disclosures About
   Market Risk;" and o statements contained in "Legal Proceedings" regarding the
   effects of litigation.

     The forward-looking statements involve known and unknown risks,
uncertainties and other factors that are, in some cases, beyond the Fund's
control. You are cautioned that these statements are not guarantees of future
performance and that actual results and trends in the future may differ
materially.

     Factors that could cause actual results to differ materially include, but
are not limited to, the following, certain of which are discussed more fully
here in under Risk Factors:

o  changes  in  the  reimbursement  rates  or  methods  of  payment  from
   Medicare  and  Medicaid, or the implementation of other measures to reduce
   the reimbursement for the Fund's services;

o  the expiration of enactments providing for additional governmental funding;

o  the impact of federal and state regulations;

o  changes in case mix, payor mix and payment methodologies;

o  competition in the Fund's business;

o  the capital intensive nature of the Fund's business;

o  competition for, and availability of, qualified staff in the healthcare
   industry;

o  the ability to control operating costs and generate sufficient cash flow to
   meet operational and financial requirements;

o  the economic  condition of or changes in the laws affecting the Fund's
   business in those markets in which it operates; and

o  acts of God or public authorities, war, civil unrest, terrorism, fire,
   floods, earthquakes and other matters beyond the Fund's control.


                                      -3-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                                  RISK FACTORS

     If any of the following risks and uncertainties develop into actual events,
this could have a material adverse effect on the Fund's business, financial
condition or results of operations. In that case, the market value of the Fund's
Units could decline.

     Healthcare-related legislation has significantly impacted the Fund's
business, and future legislation and regulations may negatively affect the
Fund's financial condition and results of operations.

     The Fund's business currently receives approximately 84% of its revenues
from Medicare and Medicaid. The healthcare industry is experiencing a strong
trend toward cost containment, as the government seeks to impose lower
reimbursement and resource utilization group rates, limit the scope of covered
services and negotiate reduced payment schedules with providers. These cost
containment measures generally have resulted in a reduced rate of growth in the
reimbursement for the services that the Fund provides relative to the increase
in its cost to provide such services.

     Changes to Medicare and Medicaid reimbursement programs 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 resulting in a risk
that the time period between submission of claims and payment could increase.
Further, within the statutory framework of the Medicare and Medicaid programs, a
substantial number of areas are subject to administrative rulings and
interpretations which may further affect payments. In addition, the federal
government did not extend for fiscal year 2005 temporary funding increases for
state Medicaid programs and 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.

     The Fund's revenues could be impacted by changes to the Medicare program.

     The Medicare Prescription Drug, Improvement and Modernization Act of 2003,
referred to as the Medicare Modernization Act or the MMA, signed into law by the
President on December 8, 2003, may have an impact on institutional services. The
law constitutes a significant overhaul of the Medicare system, including
provisions to provide subsidies to insurers and managed care organizations and
establishes mechanisms to allow private healthcare coverage plans to compete
with Medicare initially on a pilot basis.


     Effective January 1, 2006, under the MMA, Medicaid coverage of prescription
drugs for Medicare beneficiaries who are also eligible for Medicaid will be
shifted to the Medicare program. These residents are referred to as "dual
eligibles." This change could affect a significant percentage of residents in
our nursing facilities.


     As a result of shifting prescription drug coverage from Medicaid to
Medicare through such private plans, the MMA could affect the ability of long
term care pharmacies to provide pharmacy service to our residents. Currently,
under contract, NeighborCare Inc. provides services required by federal law for
residents of our facilities and are reimbursed primarily through the Medicaid
program. However, it has not yet been determined whether these new private plans
will be required to contract with long term care pharmacies, and the Fund does
not yet know whether payment rates for the prescription drugs provided by these
plans will be sufficient to cover the costs of the pharmacy needs of nursing
home residents. Thus, there is a risk that the implementation of the MMA may
disrupt pharmacy services to the Fund's facilities. Any such change or reduction
in long term care pharmacy services could create additional cost for the Fund,
reduce the Fund's ability to meet quality standards and disrupt service delivery
to the Fund's residents.


                                      -4-

<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                            RISK FACTORS (continued)


     Moreover, the MMA covers most prescription drugs, insulin and certain
insulin supplies, and approved vaccines. However, certain drugs are excluded
from coverage under the new Medicare benefit in Part D, including several drugs
that are commonly prescribed for nursing home and other long term care
residents. As a result, there is a risk that if these prescription drug costs
are not reimbursed under Medicaid or through Medicare, the Fund will need to
bear the cost of these drugs.

     The Fund has described only certain provisions of the Medicare
Modernization Act applicable to its business. There may be other provisions of
the legislation that may impact its business by decreasing revenues or
increasing operational expenses. The Fund can make no assurance as to the effect
of these provisions on its business.

     Because of the broad scope and phased-implementation of key provisions in
the MMA, the Fund is not in a position to assess fully its impact on its
business. The impact of this legislation depends upon a variety of factors,
including patient mix and the implementing regulations.

     The Centers for Medicare and Medicaid Services, or CMS, affirms that its
contractor, the Urban Institute, has completed its study of the skilled nursing
payment system in an effort to explore both short-term and long-term solutions
to its case mix methodology. It is the Fund's understanding the report is in
final CMS review and that its recommendations will be considered as part of the
proposed fiscal year 2006 rules, effective October 1, 2005. The Fund refers to
the anticipated refinement to the resource utilization group classification
system as "RUGs refinement." Although the Fund is unable to predict with
certainty the extent of the impact of RUGs refinement on its operating results,
the Fund believes it could result in a significant reduction in its revenues and
profitability.

     It is not possible to quantify fully the effect of potential legislative
changes, the interpretation or administration of such legislation or any other
governmental initiatives on the Fund's business. Accordingly, there can be no
assurance that the impact of any future healthcare legislation or regulation
will not further adversely affect the Fund's business. There can be no assurance
that payments under governmental and private third-party payor programs will be
timely, will remain at levels similar to present levels or will, in the future,
be sufficient to cover the costs allocable to residents eligible for
reimbursement pursuant to such programs. The Fund's financial condition and
results of operations are affected by the reimbursement process, which is
complex and can result in delays between the time that revenue is recognized and
the time that reimbursement amounts are settled.

     The Fund's revenues could be impacted by federal and state changes to
Medicaid.

     Jointly financed by the federal and state governments, Medicaid is an
essential part of the health coverage and financing system nationally and in
every state. Combined federal and states' Medicaid outlays are projected to
exceed $319 billion in calendar year 2005 and account for nearly 17% of total
national healthcare expenditures. Medicaid is the principal purchaser for
approximately 52% of nursing home services purchased in the United States.
Rapidly increasing Medicaid spending combined with slow state revenue growth and
competing budgetary requirements has led many states to institute measures aimed
at controlling spending growth. Historically, these budget pressures have
translated into reductions in state Medicaid spending. Given that Medicaid
outlays are a significant component of state budgets, the Fund expects
continuing cost containment pressures on Medicaid outlays for skilled nursing
facilities in the states in which it operates, which could result in Medicaid
rate adjustments that are below the average inflationary increase in the Fund's
operating costs. States may be unable to continue to support financially growing
Medicaid programs as currently structured. There is no assurance that federal
assistance with the funding of these programs will in fact result, or continue.

     The Medicaid program is highly dependent upon levels of state and federal
funding. In 2003, Congress passed temporary relief to states providing a 2.9%
increase in the federal Medicaid Assistance Percentage for five quarters
estimated to provide states $10 billion in Medicaid relief. That assistance
terminated on June 30, 2004. Actions to date on state Medicaid budgets affirm
that many states are adjusting state Medicaid spending downward to reflect the
loss of the temporary federal assistance. Medicaid funding is set annually. Most
states are formulating their fiscal year 2006 budgets.


                                      -5-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                            RISK FACTORS (continued)

     A number of states have enacted state legislation authorizing a provider
assessment. Under current law, if such assessments meet specific regulatory
tests, they are eligible for federal matching funds. Before such plans can be
implemented, they must be reviewed and approved by CMS, the federal agency
responsible for Medicaid. CMS has slowed the processing of a number of the state
requests, especially those that require federal waiver authority. Recent
developments suggest that CMS is attempting to negotiate with states on the
specific provisions of state plans. Thus, it is unclear whether successful
efforts to secure state legislative and regulatory approvals of provider
assessments will necessarily lead to CMS approvals. It is unclear whether the
delayed implementation might cause states to abandon provider assessment
initiatives and/or to seek alternative ways to secure budget projections.
Nursing home provider assessments have been implemented in one state where the
Fund operates (North Carolina). Subsequent to the Fund's fiscal year ended
December 31, 2004, a provider assessment program was finalized in the state of
New Jersey. The Fund expects the implementation of the New Jersey provider
assessment to have a positive impact on its financial condition and results of
operations.

     With the 1997 repeal of the Boren Amendment, which governed federal payment
standards for Medicaid payments to skilled nursing facilities, there can be no
assurances that budget constraints or other factors will not cause states to
reduce Medicaid reimbursement to skilled nursing facilities or that payments to
skilled nursing facilities will be made on a timely basis.

     The Fund conducts business in a heavily regulated industry, and changes in
regulations and violations of regulations may result in increased costs or
sanctions, including loss of licensure and decertification.

     The Fund's business is subject to extensive federal, state and, in some
cases, local regulation with respect to, among other things, participation in
the Medicare and Medicaid programs, licensure and certification of eldercare
centers, and reimbursement. These regulations relate, among other things, to the
adequacy of physical plant and equipment, qualifications of personnel, standards
of care, government reimbursement and operational requirements. Compliance with
these regulatory requirements, as interpreted and amended from time to time, can
increase operating costs and thereby adversely affect the financial viability of
our business. Because these regulations are amended from time to time and are
subject to interpretation, the Fund cannot predict when and to what extent
liability may arise. Failure to comply with current or future regulatory
requirements could also result in the imposition of various remedies including
(with respect to inpatient care) fines, restrictions on admission, denial of
payment for all or new admissions, the revocation of licensure, decertification,
imposition of temporary management or the closure of a facility or site of
service.

     The Fund is subject to periodic audits by the Medicare and Medicaid
programs, which have various rights and remedies against the Fund if they assert
that the Fund has overcharged the programs or failed to comply with program
requirements. Rights and remedies available to these programs include repayment
of any amounts alleged to be overpayments or in violation of program
requirements, or making deductions from future amounts due to the Fund. These
programs may also impose fines, criminal penalties or program exclusions. Other
third-party payor sources also reserve rights to conduct audits and make
monetary adjustments in connection with or exclusive of audit activities.

     In the ordinary course of the Fund's business, and in response to
regulatory inquiries, investigations and audits by federal and state agencies,
the Fund's centers periodically receive statements of deficiencies regarding its
Medicare and Medicaid requirements for participation. In response, the nursing
center implements a plan of correction. This plan must be acceptable to the
regulatory agency. Often, the agency conducts a re-survey to confirm regulatory
compliance. In the event that these deficiencies are deemed significant and/or
are repeat deficiencies, the regulatory agency may impose remedies.

     These actions may adversely affect a provider's ability to continue to
operate, the ability to provide certain services and/or eligibility to
participate in the Medicare or Medicaid programs or to receive payments from
other payors. Certain of the Fund's centers have received notices that, as a
result of alleged deficiencies, federal and/or state agencies were taking steps
to impose remedies. Additionally, actions taken against one center or service
site may subject other centers or service sites under common control or
ownership to adverse remedies.

                                      -6-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                            RISK FACTORS (continued)


     The Fund is also subject to federal and state laws that govern financial
and other arrangements between healthcare providers. These laws often prohibit
certain direct and indirect payments or fee-splitting arrangements between
healthcare providers that are designed to induce the referral of patients to a
particular provider for medical products and services. Possible sanctions for
violation of any of these restrictions or prohibitions include loss of
eligibility to participate in reimbursement programs and/or civil and criminal
penalties. Furthermore, some states restrict certain business relationships
between physicians and other providers of healthcare services. Many states
prohibit business corporations from providing, or holding themselves out as a
provider of, medical care. From time to time, the Fund may seek guidance as to
the interpretation of these laws; however, there can be no assurance that such
laws will ultimately be interpreted in a manner consistent with the Fund's
practices.

     In recent years it has become more difficult for nursing facilities to
maintain licensure and certification. The Fund has experienced and expect to
continue to experience increased costs in connection with maintaining it's
licenses and certifications as well as increased enforcement actions. Failure to
provide quality resident care may result in civil and/or criminal fines and
penalties.

     The operation of the Fund's eldercare centers is subject to federal and
state laws prohibiting fraud by healthcare providers, including criminal
provisions, which prohibit filing false claims or making false statements to
receive payment or certification under Medicare or Medicaid, or failing to
refund overpayments or improper payments. Violation of these criminal provisions
is a felony punishable by imprisonment and/or fines. The Fund may be subject to
fines and treble damage claims the Fund violates the civil provisions that
prohibit the knowing filing of a false claim or the knowing use of false
statements to obtain payment.

     State and federal governments are devoting increased attention and
resources to anti-fraud initiatives against healthcare providers. The Health
Insurance Portability and Accountability Act of 1996, or HIPAA, and the Balanced
Budget Act expanded the penalties for healthcare fraud, including broader
provisions for the exclusion of providers from the Medicaid program. While the
Fund believes that its business practices are consistent with Medicare and
Medicaid criteria, those criteria are often vague and subject to change and
interpretation. Investigations of alleged fraud could have an adverse effect on
our financial position, results of operations and cash flows.

     The Fund faces additional federal requirements that mandate major changes
in the transmission and retention of health information. HIPAA was enacted to
ensure, first, that employees can retain and at times transfer their health
insurance when they change jobs, and second, to simplify healthcare
administrative processes. This simplification includes expanded protection of
the privacy and security of personal medical data and requires the adoption of
standards for the exchange of electronic health information. Among the standards
that DHHS has adopted pursuant to the standards for the following: electronic
transactions and code sets, unique identifiers for providers, employers, health
plans and individuals, security and electronic signatures, privacy and
enforcement. Although HIPAA was ultimately intended to reduce administrative
expenses and burdens faced within the healthcare industry, the Fund believes
that implementation of this law will result in additional costs. Failure to
comply with the HIPAA could result in fines and penalties that could have a
material adverse effect on us.

     State laws and regulations could affect the Fund's ability to grow.

     Several states in which the Fund operates have adopted certificate of need
or similar laws that generally require that a state agency approve certain
acquisitions and determine the need for certain bed additions, new services and
capital expenditures or other changes exist prior to the acquisition or addition
of beds or services, the implementation of other changes or the expenditure of
capital. State approvals are generally issued for a specified maximum
expenditure and require implementation of the proposal within a specified period
of time. Failure to obtain the necessary state approval can result in the
inability to provide the service, to operate the centers, to complete the
acquisition, addition or other change, and can also result in the imposition of
sanctions or adverse action on the center's license and adverse reimbursement
action. There can be no assurance that the Fund will be able to obtain
certificate of need approval for all future projects requiring such approval or
that such approvals will be timely.

                                      -7-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                            RISK FACTORS (continued)


     Possible changes in the case mix of patients as well as payor mix and
payment methodologies may significantly affect the Fund's profitability.

     The sources and amounts of the Fund's patient revenues will be determined
by a number of factors, including licensed bed capacity and occupancy rates of
the Fund's centers, the mix of patients and the rates of reimbursement among
payors. Changes in the case mix of the patients as well as payor mix among
private pay, Medicare and Medicaid will significantly affect the Fund's
profitability. Particularly, any significant increase in the Fund's Medicaid
population could have a material adverse effect on the Fund's financial
position, results of operations and cash flow, especially if states operating
these programs continue to limit, or more aggressively seek limits on,
reimbursement rates.

     The Fund faces intense competition in its business.

     The healthcare industry is highly competitive. The Fund competes with a
variety of other organizations in providing eldercare services, many of which
have greater financial and other resources and may be more established in their
respective communities than the Fund is. Competing companies may offer newer or
different centers or services than the Fund does and may thereby attract
patients or customers who are presently patients, customers or are otherwise
receiving the Fund's services.

     The Fund's business is capital intensive, requiring it to continually
direct financial resources to the maintenance and enhancement of physical plant
and equipment.

     The Fund wholly-owns seven skilled nursing centers. The Fund's ability to
maintain and enhance its physical plant and equipment in a suitable condition to
meet regulatory standards, operate efficiently and remain competitive in its
markets requires the Fund to commit a substantial portion of its free cash flow
to continued investment in physical plant and equipment. Certain of the Fund's
competitors may operate centers that are not as old as the Fund's centers, or
may appear more modernized then the Fund's centers, and therefore may be more
attractive to prospective customers.

     If factors, including factors indicated in these Risk Factors and other
factors beyond the Fund's control, render it unable to direct the necessary
financial and human resources to the maintenance, upgrade and modernization of
physical plant and equipment, the Fund's financial condition and results of
operations could be adversely impacted.

     The Fund could experience significant increases in its operating costs due
to continued intense competition for qualified staff and minimum staffing laws
in the healthcare industry.

     The Fund and the healthcare industry continue to experience shortages in
qualified professional clinical staff. The Fund competes with other healthcare
providers and with non-healthcare providers for both professional and
non-professional employees. As the demand for these services continually exceeds
the supply of available and qualified staff, the Fund and its competitors have
been forced to offer more attractive wage and benefit packages to these
professionals and to utilize outside contractors for these services at premium
rates. Furthermore, the competitive arena for this shrinking labor market has
created high turnover among clinical professional staff as many seek to take
advantage of the supply of available positions, each offering new and more
attractive wage and benefit packages. In addition to the wage pressures inherent
in this environment, the cost of training new employees amid the high turnover
rates has increased pressure on the Fund's operating margins. Lastly, increased
attention to the quality of care provided in skilled nursing facilities has
caused several states to mandate and other states to consider mandating minimum
staffing laws that further increase the gap between demand for and supply of
qualified individuals and lead to higher labor costs. While the Fund has been
able to retain the services of an adequate number of qualified personnel to
staff its facilities appropriately and maintain its standards of quality care,
there can be no assurance that


                                      -8-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                            RISK FACTORS (continued)


     The Fund could experience significant increases in its operating costs due
to continued intense competition for qualified staff and minimum staffing laws
in the healthcare industry. (continued)

continued shortages will not in the future affect the Fund's ability to attract
and maintain an adequate staff of qualified healthcare personnel. A lack of
qualified personnel at a facility could result in significant increases in labor
costs and an increased reliance on expensive temporary professional staffing
agencies at such facility or otherwise adversely affect operations at such
facility. Any of these developments could adversely affect the Fund's operating
results.

     If the Fund is unable to control operating costs and generate sufficient
cash flow to meet operational and financial requirements, including servicing
the Fund's indebtedness, the Fund's business operations may be adversely
affected.

         Cost containment and lower reimbursement levels relative to
inflationary increases in cost by third-party payors, including federal and
state governments, have had a significant impact on the healthcare industry as a
whole and on the Fund's cash flows. The Fund's operating margins continue to be
under pressure because of continuing regulatory requirements and scrutiny and
growth in operating expenses, such as labor costs and insurance premiums. In
addition, as a result of competitive pressures, the Fund's ability to maintain
operating margins through price increases to private patients is limited.

     The Fund's ability to make payments on its existing and future debt and to
pay its expenses will depend on its ability to generate cash in the future. The
Fund's ability to generate cash is subject to various risks and uncertainties,
including those disclosed in this section and prevailing economic, regulatory
and other conditions beyond the Fund's control.

     A significant portion of the Fund's business is concentrated in certain
markets and the respective economic conditions or changes in the laws affecting
the Fund's business in those markets could have a material adverse effect on the
Fund's operating results.

     The Fund receives approximately 57% of its revenue from operations in
Maryland. The economic condition of the Maryland market could affect the ability
of the Fund's patients and third-party payors to reimburse the Fund for its
services through a reduction of disposable household income or the ultimate
reduction of the tax base used to generate state funding of their respective
Medicaid programs. An economic downturn, or changes in the laws affecting the
Fund's business in the Maryland market and in surrounding markets, could have a
material adverse effect on the Fund's financial position, results of operations
and cash flows.

                                      -9-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                                     PART I

Item 1.  Business

Description of the Fund's 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 (Brown Healthcare Holding Co., Inc., an affiliate of the General
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, NeighborCare, Inc. (formerly Genesis Health Ventures,
Inc.) 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. The ownership interest in the Development
General Partner was transferred to Genesis Healthcare Corporation (Genesis) in
connection with the spin off of Genesis from NeighborCare on December 1, 2003.
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 other patients and Medicaid
and Medicare patients accounted for approximately 99% of revenues during each of
the years in the three-year period ended December 31, 2004.

     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.


                                      -10-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

Description of the Fund's 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.

Revenue Sources

     The Fund receives revenues from Medicare, Medicaid, private insurance,
self-pay residents, and other third party payors. The sources and amounts of the
Fund's revenues are determined by a number of factors, including licensed bed
capacity and occupancy rates of its eldercare centers, the mix of patients and
the rates of reimbursement among payors. Changes in the acuity of the patients
as well as payor mix among Medicare, Medicaid and private pay can significantly
affect the Fund's profitability.

Medicare and Medicaid

     The Health Insurance for Aged and Disabled Act (Title XVIII of the Social
Security Act), known as "Medicare," has made available to nearly every United
States citizen 65 years of age and older a broad program of health insurance
designed to help the nation's elderly meet hospital and other healthcare costs.
The Medicare program consists of four parts: (i) Medicare Part A, which covers,
among other things, inpatient hospital, skilled long-term care, home healthcare
and certain other types of healthcare services; (ii) Medicare Part B, which
covers physicians' services, outpatient services and certain items and services
provided by medical suppliers; (iii) a managed care option for beneficiaries who
are entitled to Medicare Part A and enrolled in Medicare Part B, known as
Medicare Advantage or Medicare Part C and (iv) a new Medicare Part D benefit
that becomes effective in 2006 covering prescription drugs. Under Medicare Part
B, the Fund is entitled to payment for medically necessary therapy services and
products that replace a bodily function (i.e., ostomy supplies), home medical
equipment and supplies and a limited number of specifically designated
prescription drugs. The Medicare program is administered by the Centers for
Medicare and Medicaid Services (CMS).

     Medicaid (Title XIX of the Social Security Act) is a federal-state matching
program, whereby the federal government, under a need based formula, matches
funds provided by the participating states for medical assistance to "medically
indigent" persons. The programs are administered by the applicable state welfare
or social service agencies under federal rules. Although Medicaid programs vary
from state to state, traditionally they have provided for the payment of certain
expenses, up to established limits, at rates determined in accordance with each
state's regulations. For skilled nursing centers, most states pay prospective
rates, and have some form of acuity adjustment. In addition to facility based
services, most states cover an array of medical ancillary services. Payment
methodologies for these services vary based upon state preferences and practices
permitted under federal rules.


     State Medicaid programs generally have long-established programs for
reimbursement which have been revised and refined over time. Any future changes
in such reimbursement programs or in regulations relating thereto, such as
reductions in the allowable reimbursement levels or the timing of processing of
payments, could adversely affect our business. The annual increase in the
federally matched funds could vary from state to state based on a variety of
factors. Additionally, any shift from Medicaid to state designated managed care
plans could adversely affect our business.

     Medicare and Medicaid are subject to statutory and regulatory changes,
retroactive rate adjustments, administrative rulings and government funding
restrictions, all of which may materially affect the timing and/or levels of
payments to us for our services.

                                      -11-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

Revenue Sources (continued)

Medicare and Medicaid (continued)


     The Fund is subject to periodic audits by the Medicare and Medicaid
programs, which have various rights and remedies against us if they assert that
the Fund has overcharged the programs or failed to comply with program
requirements. These rights and remedies may include requiring the repayment of
any amounts alleged to be overpayments or in violation of program requirements,
or making deductions from future amounts due to us. Such programs may also
impose fines, criminal penalties or program exclusions. Other third-party payor
sources also reserve rights to conduct audits and make monetary adjustments in
connection with or inclusive of auditing activities.

Laws Affecting Medicare Revenues

     Participating skilled nursing facilities are reimbursed under a prospective
payment system for inpatient Medicare covered services. The prospective payment
system commenced with a facility's first cost reporting period beginning on or
after July 1, 1998 and phased in over a three-year period. Under the prospective
payment system, or PPS, skilled nursing facilities are paid a predetermined
amount per patient, per day or "per diem" based on the anticipated costs of
treating patients. The per diem rate is determined by classifying each patient
into one of 44 resource utilization groups (RUGS III) using the information
gathered as a result of each patient's minimum data set assessment. There is a
separate per diem rate for each of the resource utilization group
classifications. The per diem rate also covers rehabilitation and
non-rehabilitation ancillary services.

     The Medicare Prescription Drug, Improvement and Modernization Act of 2003,
referred to as the Medicare Modernization Act or the MMA, signed into law by the
President on December 8, 2003, may have an impact on institutional services. The
law constitutes a significant overhaul of the Medicare system, including
provisions to provide subsidies to insurers and managed care organizations and
establishes mechanisms to allow private healthcare coverage plans to compete
with Medicare initially on a pilot basis.

     Effective January 1, 2006, under the MMA, Medicaid coverage of prescription
drugs for Medicare beneficiaries who are also eligible for Medicaid will be
shifted to the Medicare program. These residents are referred to as "dual
eligibles." This change could affect a significant percentage of residents in
our nursing facilities.

     As a result of shifting prescription drug coverage from Medicaid to
Medicare through such private plans, the MMA could affect the ability of long
term care pharmacies to provide pharmacy service to our residents. Currently,
under contract, NeighborCare Inc. provides services required by federal law for
residents of our facilities and are reimbursed primarily through the Medicaid
program. However, it has not yet been determined whether these new private plans
will be required to contract with long term care pharmacies, and the Fund does
not yet know whether payment rates for the prescription drugs provided by these
plans will be sufficient to cover the costs of the pharmacy needs of nursing
home residents.

     The MMA covers most prescription drugs, insulin and certain insulin
supplies, and approved vaccines. However, certain drugs are excluded from
coverage under the new Medicare benefit in Part D, including several drugs that
are commonly prescribed for nursing home and other long term care residents.

     The Fund has described only certain provisions of the Medicare
Modernization Act applicable to its business. There may be other provisions of
the legislation that may impact its business by decreasing revenues or
increasing operational expenses. The Fund can make no assurance as to the effect
of these provisions on its business.

     On July 30, 2004, CMS published notice of the fiscal year 2005 prospective
payment system rates that became effective October 1, 2004. The fiscal year 2005
rules provide for a 2.8% market basket increase. CMS affirms that its
contractor, the Urban Institute, has completed its study of the skilled nursing
payment system in an effort to explore both short-term and long-term solutions
to its case mix methodology. It is the Fund's understanding the report is in
final CMS review and that its recommendations will be considered as part of the
proposed fiscal year

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

Item 1.  Business (continued)

Revenue Sources (continued)

Laws Affecting Medicare Revenues (continued)

2006 rules, effective October 1, 2005. The Fund refers to the anticipated
refinement to the resource utilization group classification system as "RUGs
refinement." Although the Fund is unable to predict with certainty the extent of
the impact of RUGs refinement on its operating results, the Fund believes it
could result in a significant reduction in its revenues and profitability.

Laws Affecting Medicaid Revenues

     State budget pressures in recent years have translated into reductions in
state spending in certain jurisdictions. Given that Medicaid outlays are a
significant component of state budgets, the Fund expects continuing cost
containment pressures on Medicaid outlays for skilled nursing facilities in the
states in which it operates. In each of the major states where the Fund provides
services, its manager is working with trade groups, consultants and government
officials to responsibly address the particular funding issues.

     The plight of state governments has helped to elevate issues related to
Medicaid onto the national agenda. In 2003, Congress passed temporary relief to
states providing a 2.9% temporary increase in the Federal Medicaid Assistance
Percentage for five quarters estimated to provide states $10 billion in Medicaid
relief. That assistance terminated on June 30, 2004. The President's Budget for
2006 also calls for reductions Medicaid State Funding such as reduction in
revenue achieved through provider assessments. Actions to date on state Medicaid
budgets affirm that many states are adjusting state Medicaid spending downward
to reflect the loss of the temporary Federal assistance.

     A number of states have enacted state legislation authorizing a provider
assessment. Under current law, if such assessments meet specific regulatory
tests, they are eligible for federal matching funds. Before such plans can be
implemented, they must be reviewed and approved by CMS, the federal agency
responsible for Medicaid. CMS has slowed the processing of a number of the state
requests, especially those that require federal waiver authority. Recent
developments suggest that CMS is attempting to negotiate with states on the
specific provisions of state plans. Thus, it is unclear whether successful
efforts to secure state legislative and regulatory approvals of provider
assessments will necessarily lead to CMS approvals. It is unclear whether the
delayed implementation might cause states to abandon provider assessment
initiatives and/or to seek alternative ways to secure budget projections.
Nursing home provider assessments have been implemented in one state where the
Fund operates (North Carolina). Subsequent to the Fund's fiscal year ended
December 31, 2004, a provider assessment program was finalized in the state of
New Jersey. The Fund expects the implementation of the New Jersey provider
assessment to have a positive impact on its financial condition and results of
operations.

     It is not possible to fully quantify the effect of potential legislative or
regulatory changes, the administration of such legislation or any other
governmental initiatives on the Fund's business. Accordingly, there can be no
assurance that the impact of these changes or any future healthcare legislation
will not further adversely affect the Fund's business. There can be no assurance
that payments under governmental and private third party payor programs will be
timely, will remain at levels comparable to present levels or will, in the
future, be sufficient to cover the costs allocable to patients eligible for
reimbursement pursuant to such programs. The Fund's financial condition and
results of operations may be affected by the reimbursement process, which in the
healthcare industry is complex and can involve lengthy delays between the time
that revenue is recognized and the time that reimbursement amounts are settled.


                                      -13-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

Legislative and Regulatory Issues

General

     The Fund's business is subject to extensive federal, state and, in some
cases, local regulation with respect to, among other things, licensure,
certification and health planning. This regulation relates, among other things,
to the adequacy of physical plant and equipment, qualifications of personnel,
standards of care and operational requirements. Compliance with such regulatory
requirements, as interpreted and amended from time to time, can increase
operating costs and thereby adversely affect the financial viability of our
business. Failure to comply with current or future regulatory requirements could
also result in the imposition of various remedies including fines, restrictions
on admission, the revocation of licensure, decertification, imposition of
temporary management or the closure of the facility.

Licensure, Certification and Regulation

     All of the Fund's centers, to the extent required, are licensed under
applicable law. All skilled nursing centers or practitioners providing the
services therein, are certified or approved as providers under one or more of
the Medicaid and Medicare programs. Licensing, certification and other
applicable standards vary from jurisdiction to jurisdiction and are revised
periodically. State and local agencies survey all skilled nursing centers on a
regular basis to determine whether such centers are in compliance with
governmental operating and health standards and conditions for participation in
government sponsored third party payor programs. The Fund believes that its
eldercare centers and other sites of service are in substantial compliance with
the various Medicare, Medicaid and state regulatory requirements applicable to
them. However, in the ordinary course of our business, the Fund receives notices
of deficiencies for failure to comply with various regulatory requirements. The
Fund reviews such notices and takes appropriate corrective action. In most
cases, the Fund and the reviewing agency will agree upon the measures to be
taken to bring the center into compliance with regulatory requirements. In some
cases, the reviewing agency may take various adverse actions against a provider,
including but not limited to the imposition of fines; suspension of payments for
all or new admissions to the center, and in extreme circumstances,
decertification from participation in the Medicare or Medicaid programs and
revocation of a center's or site of service's license. These actions may
adversely affect a center's ability to continue to operate, ability to provide
certain services, and/or eligibility to participate in the Medicare or Medicaid
programs or to receive payments from other payors.

     The Fund's centers are currently certified to receive benefits provided
under Medicare. Additionally, all of the Fund's skilled nursing centers are
currently certified to receive benefits under Medicaid. Both initial and
continuing qualifications of a skilled nursing center to participate in such
programs depend upon many factors including accommodations, equipment, services,
patient care, safety, personnel, physical environment, and adequate policies,
procedures and controls.

Laws Affecting Billing and Billing Practices

     The Fund is also subject to federal and state laws that govern financial
and other arrangements between healthcare providers. These laws often prohibit
certain direct and indirect payments or fee-splitting arrangements between
healthcare providers that are designed to induce or encourage the referral of
patients to, or the recommendation of, a particular provider for medical
products and services. These laws include:

o        the "anti-kickback" provisions of the federal Medicare and Medicaid
         programs, which prohibit, among other things, knowingly and willfully
         soliciting, receiving, offering or paying any remuneration (including
         any kickback, bribe or rebate) directly or indirectly in return for or
         to induce the referral of an individual to a person for the furnishing
         or arranging for the furnishing of any item or service for which
         payment may be made in whole or in part under Medicare or Medicaid; and



                                      -14-
<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

Legislative and Regulatory Issues (continued)

Laws Affecting Billing and Billing Practices (continued)

     o  the "Stark laws" which prohibit, with limited exceptions, the referral
        of patients by physicians for certain services, including home health
        services, physical therapy and occupational therapy, to an entity in
        which the physician has a financial interest.

Laws Governing Health Information

     The Fund faces additional federal requirements that mandate major changes
in the transmission and retention of health information. The Health Insurance
Portability and Accountability Act of 1996 was enacted to ensure, first, that
employees can retain and at times transfer their health insurance when they
change jobs, and secondly, to simplify health care administrative processes.
This simplification includes expanded protection of the privacy and security of
personal medical data and requires the adoption of standards for the exchange of
electronic health information. Among the standards that the Department of Health
and Human Services may adopt pursuant to the Health Insurance Portability and
Accountability Act are standards for the following: electronic transactions and
code sets; unique identifiers for providers, employers, health plans and
individuals; security and electronic signatures; privacy; and enforcement.

     Although the Health Insurance Portability and Accountability Act was
intended to ultimately reduce administrative expenses and burdens faced within
the healthcare industry, the Fund believes that implementation of this law will
result in additional costs. Genesis, the Fund's manager, has established a
Health Insurance Portability and Accountability Act task force consisting of
clinical, financial and information services professionals focused on the Health
Insurance Portability and Accountability Act compliance.

     The Department of Health and Human Services has released three rules to
date mandating the use of new standards with respect to certain health care
transactions and health information. The first rule establishes uniform
standards for common health care transactions, including:

    o  Health care claims information;

    o  plan eligibility, referral certification and authorization;

    o  claims status;

    o  plan enrollment and disenrollment;

    o  payment and remittance advice;

    o  plan premium payments; and

    o  coordination of benefits.

     Second, the Department of Health and Human Services has released standards
relating to the privacy of individually identifiable health information. These
standards not only require the Fund's compliance with rules governing the use
and disclosure of protected health information, but they also require us to
impose those rules, by contract, on any business associate to whom it discloses
information. Third, the Department of Health and Human Services has released
rules governing the security of health information maintained or transmitted in
electronic form.


                                      -15-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 1.  Business (continued)

Legislative and Regulatory Issues (continued)

     The Department of Health and Human Services finalized the transaction
standards on August 17, 2000. The Department of Health and Human Services issued
the privacy standards on December 28, 2000, and, after certain delays, they
became effective on April 14, 2001, with a compliance date of April 14, 2003. On
February 20, 2003, the Department of Health and Human Services issued final
rules governing the security of health information. These rules specify a series
of administrative, technical and physical security procedures to assure the
confidentiality of electronic protected health information. Affected parties
will have until April 20, 2005 to be fully compliant. Sanctions for failing to
comply with HIPAA health information practices provisions include criminal
penalties and civil sanctions.

     In January 2004, CMS announced the adoption of the National Provider
Identifier as the standard unique health identifier for health care providers to
use in filing and processing health care claims and other transactions. The rule
is effective May 23, 2005.

     At this time, the Fund's manager anticipates that the Fund will be able to
fully comply with those HIPAA requirements that have been adopted.

     It is not possible to fully quantify the effect of recent legislation, the
interpretation or administration of such legislation or any other governmental
initiatives on the Fund's business. Accordingly, there can be no assurance that
the impact of these changes or any future healthcare legislation will not
adversely affect the Fund's business. There can be no assurance that payments
under governmental and private third party payor programs will be timely, will
remain at levels comparable to present levels or will, in the future, be
sufficient to cover the costs allocable to patients eligible for reimbursement
pursuant to such programs. The Fund's financial condition and results of
operations may be affected by the reimbursement process, which in our industry
is complex and can involve lengthy delays between the time that revenue is
recognized and the time that reimbursement amounts are settled.



                                      -16-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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 Fund believes that its physical properties are well maintained and
are in suitable condition for the conduct of its business. The Facilities are
described below:

<TABLE>
<CAPTION>

                                                                             Property & Equipment        Patient
                                                                             (before depreciation)     Revenues in
                                                                             at December 31, 2004      fiscal 2004
  Name and Location                 Description                                         (Dollars in Thousands)

<S>                                                                                 <C>                  <C>
 Facility 1.   Hamilton           A 104-bed nursing facility located on             $ 5,407              $ 6,730
 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 all are
                                  Medicare-certified. There are two
                                  private rooms, 15 semi-private rooms, 4
                                  three-person rooms and 15 four-person
                                  rooms.


 Facility 2.                      A 215-bed nursing facility located on              12,413                12,200
 Randallstown                     2.83 acres, constructed in 1971
 9109 Liberty Road                consisting of a rectangular-shaped
 Randallstown,  Maryland          two-story plus partial basement masonry
                                  structure containing a total of 72,780
                                  square feet.  The facility contains 215
                                  comprehensive care beds of which all
                                  are Medicare-certified. There are 96
                                  semi-private rooms and 23 private rooms.


 Facility 3.   Caton              A 168-bed nursing facility located on               9,087                 9,893
 Manor                            0.92 acres, constructed in 1972
 3330 Wilkens Avenue              consisting of an "L" shaped four-story
 Baltimore City,                  plus basement masonry structure
 Maryland                         containing a total of 48,660 square
                                  feet. All 168 beds are comprehensive
                                  care beds and are all
                                  Medicare-certified. All rooms are
                                  semi-private.


                                                                                      8,472                 8,485
 Facility 4.  Frederick           A 137-bed nursing facility located on
 (Collegeview)                    1.13 acres, originally constructed in
 700 Toll House Avenue            1966 consisting of a two-story plus
 Frederick, Maryland              partial basement masonry structure, the
                                  second floor added in 1968, containing
                                  a total of 52,661 square feet.  The
                                  facility contains 137 comprehensive
                                  care beds of which all are
                                  Medicare-certified.
</TABLE>



                                      -17-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 2.  Properties (continued)

<TABLE>
<CAPTION>

                                                                             Property & Equipment        Patient
                                                                             (before depreciation)     Revenues in
                                                                             at December 31, 2004      fiscal 2004
  Name and Location                 Description                                         (Dollars in Thousands)


<S>                                                                                   <C>                 <C>
Facility 5.  Mooresville           A 160-bed nursing facility located on 11.38         6,802               8,839
550 Glenwood Road                  acres, originally constructed with 100 beds
Mooresville,                       in 1988 with a 60-bed addition completed in
North Carolina                     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 all 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          6,589              10,314
710 Julian Road                    acres, originally constructed with 120 beds
Salisbury,                         in 1988 with a 60-bed addition completed in
North Carolina                     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 all 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.



Facility 7.  Woodlands             A 140-bed nursing facility located on 6.52          9,184               9,106
1400 Woodland Avenue               acres, constructed in 1989 consisting of a
Plainfield, New Jersey             two-story slab on grade building containing
                                   a total of 54,000 square feet. The facility
                                   contains 120 comprehensive nursing home
                                   beds, of which all are Medicare certified,
                                   and 20 residential care beds. There are 12
                                   private rooms, 46 semi-private rooms and 9
                                   four-bedrooms.                                 ----------           ---------

                                                                                  $   57,954           $  65,567
                                                                                  ==========           =========
</TABLE>


                                      -18-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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.


     As of December 31, 2004, there were 1,614 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 $2,333,000 in fiscal year end December 31, 2004,
$2,187,000 in 2003 and $ 3,306,000 in 2002. See Note 5, "Distributions to
Partners and Allocation of Net Earnings", in Item 8. Financial Statements and
Supplementary Data, herein.



                                      -19-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                                                Years Ended December 31,

                                                2004           2003        2002         2001         2000
                                                    (Dollars in thousands - except per Unit amounts)
Statement of Earnings Data
--------------------------

<S>                                           <C>            <C>         <C>          <C>          <C>
Net revenue                                   $65,706        $63,849     $61,920      $59,933      $55,764
Net earnings                                    3,419          2,326       2,384        2,191        2,282

Net earnings per assignee Unit-basic        $    2.20      $    1.50   $    1.53    $    1.41    $    1.47


Operating Data

Payor mix (as a percent of revenue):
     Medicaid and Medicare                        84%            85%         84%          83%          80%
     Private                                      16%            15%         16%          17%          20%

Occupancy percentage                            85.5%          88.2%       89.9%        90.0%        86.2%

Patient Days Available                        403,000        403,000     403,000      406,000      430,000


Balance Sheet Data

Total assets                                  $44,474        $45,323     $45,839      $48,777      $49,398
Property and equipment, net of
     accumulated depreciation                  30,359         31,207      31,231       31,927       32,934
Debt, including loan payable to
     Development General Partner               23,138         23,786      24,169       24,588       24,964
Partners' capital                              16,536         15,450      15,311       16,233       17,348

Cash distributions paid per Assignee
     Limited Partner Unit:
     from operations                        $    1.50       $   1.41    $   2.13     $   2.13     $   1.70
     from return of capital                         -              -           -            -          .43
                                            $    1.50       $   1.41    $   2.13     $   2.13     $   2.13


</TABLE>



                                      -20-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

Overview

     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 Facilities include four nursing centers located
in Maryland; two nursing centers located in North Carolina and one nursing
center in New Jersey. Each operating partnership owns the real and personal
property of its nursing center facility.

     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.

     The major challenge to the Fund in the foreseeable future is to control
operating expenses, to maintain a quality mix of patients and to increase the
overall census at each of the facilities.

     The aging of the population and increased life expectancies are the primary
driving forces behind the growth of the Fund's businesses. The Fund's management
believes that positive demographic trends imply that there will be a growing
demand for the services offered by healthcare providers that deliver the most
efficient, responsive, cost effective and high quality eldercare services.

     Management of the Fund is continually engaged in various efforts to improve
profitability by focusing on key operational initiatives, including: improving
the quality of the Fund's payor mix, increasing the Fund's rate of occupancy,
improving nursing staff scheduling and retention, reducing reliance on overtime
compensation and temporary nursing agency services, and capitalizing on best
demonstrated practices in various areas of cost control. As a result, the Fund's
management believes the Fund will be well positioned to take advantage of the
favorable demographic and growth trends in its industry.

     Government funded programs, principally Medicaid and Medicare, provide
approximately 84% of the Fund's revenue. Over the past five years, changes in
funding from these government sources has had a significant impact on the Fund's
cash flows and profitability. Through trade and other organizations, the Fund's
manager actively participates in partnership with other healthcare providers to
pursue strategies to minimize any potentially adverse impact of government
funding proposals. The Fund's management believes the continuation of government
funding at levels sufficient to profitably operate the Fund's business is its
greatest financial risk.

     Labor costs, including salaries, wages and benefits, account for a
significant portion of the Fund's total operating expenses. The Fund competes
with other healthcare providers and with non-healthcare providers for both
professional and non-professional employees. In recent years, the Fund and the
long-term care industry have experienced shortages in qualified professional
clinical staff. While the Fund has been able to retain the services of an
adequate number of qualified personnel to staff its facilities and sites of
services, it has used expensive temporary nursing agency services to supplement
staffing. If a shortage of nurses or other health care workers occurred in the
geographic areas in which the Fund operates, it could adversely affect its
ability to attract and retain qualified personnel and could further increase its
operating costs, without a corresponding increase in the level of government
funded reimbursement.



                                      -21-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

Certain Transactions and Events

     On February 11, 2005 the Fund entered into an Asset Purchase Agreement for
the sale of the seven nursing facilities and on February 22, 2005 the Purchaser
escrowed its required $1,000,000 good faith deposit under this Agreement. The
purchase price per the Agreement is $50,000,000. Under the terms of the
Agreement and assuming the consent of the holders of a majority of the Fund's
units, the General Partners expect the sale to close by the end of the second
quarter of 2005 and project the sale will result in distributable proceeds of
approximately $20 per original $25 investment unit.


Liquidity and Capital Resources

     Reference to the Fund's consolidated balance sheets and consolidated
statements of cash flows will facilitate understanding of the discussion that
follows.

     The Fund's working capital (excluding the current portion of long-term
debt) increased $1,461,000 to $5,767,000 at December 31, 2004 as compared to
$4,306,000 at December 31, 2003. 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 $4,730,000 for 2004 as compared to
$5,244,000 for 2003. This decrease in cash flow was due primarily to a larger
paydown of accounts payable and accrued expenses as well as an interim payment
of $814,000 required by the State of Maryland for Medicaid excesses
reimbursements received by the four Maryland facilities since June 2003.

      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 revolving credit facility.

     Cash used in investing activities for 2004 was $1,180,000 and included
improvements to the Fund's seven operating facilities. Similar improvements made
during 2003 were $1,969,000. A significant portion of these expenditures have
been for non-routine capital improvements required to enhance the functionality
of the nursing centers, the average age of which is 27 years.

     Cash used in financing activities for 2004 included the repayment of long
term debt of $672,000 and distributions to partners totaling $2,371,000. Debt
repayment was $661,000 in 2003 and cash distributions to partners were
$2,213,000.

     The Fund closed its mortgage loan refinancing with a bank for loans
totaling $24,000,000 on June 12, 2000. The renewal terms became effective on
June 12, 2000 and provided for a term of five years at an interest rate of
9.75%. Monthly payments were based on a 20-year amortization schedule with a
balloon payment due at the end of the 5-year term. Effective February 1, 2003,
the Fund amended the existing mortgage. The amendment provides for a term of
five years at an interest rate of 6.5% from the effective date. Monthly payments
of $180,242 are based on a 20-year amortization schedule with a mandatory
prepayment option at the Bank's discretion during the period between November 1,
2007 through May 1, 2008.

     The Fund also has a $4,000,000 line of credit with the same lender under
terms similar to the mortgage loan terms described above, except that the line
of credit facility requires annual reaffirmation. The line of credit has been
reaffirmed until June 1, 2005. As of December 31, 2004, the Fund had borrowed
$227,000 under this credit facility.

     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 centers' first two years of operation.
Loans outstanding under this arrangement, including interest at 9% per annum,
were $1,367,000 at December 31, 2004 and $1,343,000 at December 31, 2003.


                                      -22-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

Liquidity and Capital Resources (continued)

     On February 28, 2005, the Fund made its fourth quarter 2004 distribution to
partners of $583,000, representing a 6% return. This distribution was funded by
operating cash flow. The Fund continues to evaluate the impact of proposed
Medicaid and Medicare legislation and further capital improvement needs at the
facilities. As such, future distributions will be influenced by these
considerations and the timing of the proposed sale of the facilities under the
Asset Purchase Agreement, if consummated.

Results of Operations
                   December 31, 2004 versus December 31, 2003

              Overall 2004 revenues of $65,706,000 increased $1,857,000 or 2.9%
from the same period in 2003.

     Revenues of $55,341,000 from Medicaid and Medicare patients for the year
ended December 31, 2004 increased $1,031,000 or 1.9% from the prior year. This
increase is primarily the result of Medicaid and Medicare rate increases.
Medicaid revenue increased $995,000 primarily due to an overall rate increase of
approximately 7.2% driven primarily by the four Maryland centers, which received
their annual Medicaid rate adjustment in July 2004, and a rate increase
effective October 2003 for the two North Carolina centers. These increases were
partially offset by a decline in the Medicaid census. The average daily Medicaid
census decreased 32 residents or 4.6%. Medicare revenue increased $36,000 due
primarily to a rate increase of approximately 9.6%, which was offset by a
decline in the Medicare census. The average daily Medicare census decreased 12
residents or 9%.

     Revenues from private and other patients increased $787,000 to $10,226,000
in fiscal year 2004 as compared to $9,439,000 in fiscal year 2003. This increase
is due to growth in the Private and Insurance census, along with an Insurance
rate increase. The Private average daily census increased 1.3% or 1 resident,
and the Insurance average daily census increased 28.4% or 6.5 residents.

     Operating expenses increased $380,000 or .7 % in fiscal year 2004 as
compared to fiscal year 2003. This increase is primarily due to the increased
cost of nursing services and supplies, state assessment taxes, and property and
liability insurance, which is partially offset by a decrease in bad debt expense
and ancillary costs. Nursing costs increased $113,000 for the year ended
December 31, 2004 as compared to the same period in 2003. An increase in nursing
salary and wages is offset by the decreased utilization of temporary nurse
staffing. Salary and wage expense for nurses increased $1,479,000, while
temporary nurse staffing expense decreased $1,494,000 for the year ended
December 31, 2004 compared to the prior year. Nursing purchased services and
supplies increased $128,000 for fiscal year 2004 as compared to fiscal year
2003. An assessment levied by the state of North Carolina to patient days
retroactive to October 2003 in the amount of $640,286 was recognized in the year
ended December 31, 2004. Property and Liability insurance increased $248,000 for
fiscal year 2004 as compared to fiscal year 2003 due to the annual rate increase
effective June 2004. Bad debt expense decreased $512,000 for the year ended
December 31, 2004 as compared to fiscal year 2003 due to improved collection
efforts. Ancillary expenses decreased $385,000 or 4.8% for the year ended
December 31, 2004 as compared to fiscal year 2003. This decrease is primarily
attributable to the decline in the Medicare census, whose customers have high
ancillary usage. The Medicare average daily census decreased 12 residents or 9%
for the year ended December 31, 2004 compared to the same period in the prior
year. The remaining increase in operating costs is due to general inflationary
cost increases.

     Management and administrative fees increased $161,000 or approximately 4.7%
in fiscal year 2004 as compared to fiscal year 2003. This increase is due
primarily to an increase in the management fee expense, which is calculated at
5% of the Fund's net revenues.


                                      -23-

<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)

     General and administrative expenses increased $223,000 or 21.0% for the
year ended December 31, 2004 as compared to the same period in the prior year.
This increase is primarily due to a change in New Jersey regulations which
resulted in a $190,000 reduction of a filing fee expense in fiscal year 2003.
The remaining increase is due to general inflationary cost increases.

                   December 31, 2003 versus December 31, 2002

         Overall 2003 revenues of $63,849,000 increased $1,929,000 or 3.1% from
the same period in 2002.

     Revenues of $54,310,000 from Medicaid and Medicare patients for the year
ended December 31, 2003 increased $2,507,000 or 4.8% from the prior year. This
increase is primarily the result of Medicaid rate increases. Medicaid revenue
increased $2,583,000 primarily due to an overall rate increase of approximately
8.6% driven primarily by the four Maryland centers, which received their annual
Medicaid rate adjustment in July 2003. Medicaid settlements for prior year
audits were finalized, resulting in increased Medicaid revenue of $933,000.
Medicare revenue decreased $76,000 due primarily to decreased utilization of
Medicare Part B services.

     Revenues from private and other patients decreased $555,000 to $9,439,000
in fiscal year 2003 as compared to $9,994,000 in fiscal year 2002. This decrease
is a result of lower private census, which was partially offset by a slight
increase in insurance census. Private census made up 8.0% of the overall census
in fiscal year 2003 compared to 9.3% in fiscal year 2002. In fiscal year 2003,
insurance census made up 2.4% of the overall census as compared to 2.3% in
fiscal year 2002.

     Operating expenses increased $2,874,000 or 5.7% in fiscal year 2003 as
compared to fiscal year 2002. This increase is primarily due to the increased
cost of nursing services, ancillary costs, and property and liability insurance.
Nursing costs increased $1,407,000 for the year ended December 31, 2003 as
compared to the same period in 2002. This increase is primarily due to increases
in salary and wages, partially offset by the decreased utilization of temporary
nurse staffing. Salary and wage expense for nurses increased $2,624,000, while
temporary nurse staffing expense decreased $1,217,000 for the year ended
December 31, 2003 compared to the prior year. Ancillary expenses increased
$688,000 or 9.4% for the year ended December 31, 2003 as compared to the same
period in 2002. This increase is primarily attributable to the growth in the
Medicare census, whose patients have high ancillary usage. The Medicare average
daily census increased 3.9 patients or 2.9% for the year ended December 31, 2003
compared to the prior year. Property and liability insurance increased $170,000
for the year ended December 31, 2003 as compared to the same period in fiscal
year 2002 due to the annual rate increase effective June 2003. The remaining
increase in operating costs is due to general inflationary cost increases.

     Management and administrative fees increased $77,000 or approximately 2.3%
in fiscal year 2003 as compared to fiscal year 2002. This increase is due to an
increase in the management fee expense, which is calculated at 5% of the Fund's
net revenues.

     General and administrative expenses decreased $324,000 or 23.3% for the
year ended December 31, 2003 as compared to the prior year. This decrease is
primarily due to a change in New Jersey regulations which resulted in a $190,000
reduction of a filing fee expense recognized in fiscal year 2002.

     Depreciation and amortization expense increased $91,000 to $2,114,000 for
the year ended December 31, 2003 compared to the prior year. This increase is
primarily due to an increase in depreciation expense for equipment purchases and
an increase in amortization of deferred finance fees due to the amortization of
debt restructuring fees of $227,000 incurred February 1, 2003. Interest expense
decreased $731,000 for the year ended December 31, 2003 as compared to fiscal
year 2002 due to the reduction of the interest rate from 9.75% to 6.5% effective
February 1, 2003.


                                      -24-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

Contractual Obligations

     The Fund is committed to making cash payments in the future on two types of
contracts: a loan payable to the Development General Partner and indebtedness on
mortgage loans. The Fund has no off-balance sheet debt or other such unrecorded
obligations and has not guaranteed the debt of any other party.

     The Fund has future obligations for debt repayments. The obligations
(excluding interest) as of December 31, 2004 are summarized as follows (in
thousands):


                                      Payments Due by Period

Contractual                                           Less than
Obligation       Total     1 year     1 - 3 years    4 - 5 years     Thereafter
-----------     -------    -------    -----------   ------------    ------------

Long-term debt  $21,544     $765        $2,617         $18,162            $0
                =======    =======    ===========   ============    ============


     The Fund is obligated to repay the loan payable to the Development General
Partner 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. The loan payable balance is
$1,367,000 as of December 31, 2004. See the discussion in Note 3 of the Notes to
the Consolidated Financial Statements for additional information on this loan
payable.

     The Fund believes it has, or has access to, sufficient resources to meet
these contractual obligations and its operating requirements for the foreseeable
future. The Fund currently has in place an agreement to borrow up to $4,000,000
on a revolving credit facility, of which $227,000 is outstanding at December 31,
2004. The Fund's ability to meet its capital requirements will depend on a
number of factors, including the ability to meet the loan covenant requirements
necessary under its current debt agreements, the success of its nursing center
operations, competitive advances, future relationships with corporate partners,
government regulation, and the Fund's marketing strategy.

Critical Accounting Policies

     An accounting policy is considered to be critical if it is important to the
registrant's financial condition and results of operations, and requires
significant judgment and estimates on the part of management in its application.
The Fund's critical accounting estimates and the related assumptions are
evaluated periodically as conditions warrant, and changes to such estimates are
recorded as new information or changed conditions require revision. Application
of the critical accounting policies requires management's significant judgments,
often as the result of the need to make estimates of matters that are inherently
uncertain. If actual results were to differ materially from the estimates made,
the reported results could be materially affected. The Fund believes that the
following represents our critical accounting policies. For a summary of all of
our significant accounting policies, including critical accounting policies
discussed below, see Note 1 -"Summary of Significant Accounting Policies" to our
consolidated financial statements.

     Allowance for Doubtful Accounts- The Fund utilizes the "Aging Method" to
evaluate the adequacy of the allowance for doubtful accounts. This method is
based upon applying estimated standard allowance requirement percentages to each
accounts receivable aging category for each type of payor. The Fund has
developed estimated standard allowance requirement percentages by utilizing
historical collection trends and an understanding of the nature and
collectibility of receivables in the various aging categories and the various
segments of our business. The standard allowance percentages are developed by
payor type as the accounts receivable from each payor type have unique
characteristics. The allowance for doubtful accounts is determined utilizing the
aging method described above while also considering accounts specifically
identified as uncollectible. Accounts receivable that the Fund specifically
estimate to be uncollectible, based upon the age of the receivables, the results
of collection efforts or other circumstances, are fully reserved for in the
allowance for doubtful accounts until they are written-off.


                                      -25-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

Critical Accounting Policies (continued)

     The Fund believes the assumptions used in aging method employed in fiscal
2004, coupled with continued improvements in its collection patterns, suggest
that the allowance for doubtful accounts is adequately provided for at December
31, 2004. However, because the assumptions underlying the aging method are based
upon historical collection data, there is a risk that these current assumptions
are not reflective of more recent collection patterns. Changes in overall
collection patterns can be caused by market conditions and/or budgetary
constraints of government funded programs such as Medicare and Medicaid. Such
changes can adversely impact the collectibility of receivables, but not be
addressed in a timely fashion when using the aging method, until updates to
these periodic historical collection studies are completed and implemented.

     At least annually, the Fund updates its historical collection studies in
order to evaluate the propriety of the assumptions underlying the aging method.
Any changes to the underlying assumptions are implemented immediately. Changes
to these assumptions can have a material impact on our bad debt expense, which
is reported in the consolidated statements of earnings as a component of
operating expenses.

     Revenue Recognition- Revenue is recognized in the period the related
services are rendered. The Fund derives a substantial portion of our inpatient
services revenue under Medicaid and Medicare reimbursement systems.

     Under certain prospective Medicaid systems and Medicare the Fund is
reimbursed at a predetermined rate based upon the historical cost to provide the
service, demographics of the site of service and the acuity of the customer. The
differences between the established billing rates and the predetermined rates
are recorded as contractual adjustments and deducted from revenues. Under a
prospective reimbursement system, there is no adjustment or settlement of the
difference between the actual cost to provide the service and the predetermined
rate.

     Under certain retrospective Medicaid systems, revenues are generally based
on reimbursement of the reasonable direct and indirect costs of providing
services to program participants. The Fund separately estimates revenues due
from each third party with which it has a contractual arrangement and records
anticipated settlements with these parties in the contractual period during
which services were rendered. The amounts actually reimbursable under the cost
based reimbursement programs are determined by filing cost reports which are
then subject to audit and retroactive adjustment by the payor. The Fund provides
an allowance for potential audit adjustments to the interim reimbursement
amounts received under these cost reimbursement programs. Revisions to this
allowance, if any, are recorded as an adjustment to revenues in the year such
amounts are determined. Factors that management considers when establishing or
adjusting an allowance for potential audit adjustments include, but are not
limited to, changes in estimates resulting from improved cost information and
preliminary results of third-party audits and reviews. Adjustments and final
settlements with third-party payors are reflected in operations at the time of
the adjustment or settlement as an increase or decrease to the balance of
estimated third-party payor settlements and revenue.

Outlook

     The major challenge to the Fund in the foreseeable future is to control
operating expenses to maintain a quality mix of patients and to increase the
overall census at each of the facilities.


Item 7a. Quantitative and Qualitative Disclosures About Market Risks

     The Fund has exposure to changing interest rates and is currently not
engaged in hedging activities. At December 31, 2004, the Fund has $227,000 of
debt subject to variable rates of interest. A one percent change in prime rate
would result in a change to the Fund's interest expense of $2,270 annually.

     The fair value of our fixed rate debt approximates its carrying value of
$21,544,000 at December 31, 2004.


                                      -26-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 8.  Financial Statements and Supplementary Data

   Index to Financial Statements:
                                                                  Annual Report
                                                                     Page(s)
   Report of Independent Registered Public Accounting Firm               5
   Consolidated Balance Sheets                                           6
   Consolidated Statements of Earnings                                   7
   Consolidated Statements of Partners' Capital (Deficit)                8
   Consolidated Statements of Cash Flows                                 9
   Notes to Consolidated Financial Statements                        10-19

   Quarterly Financial Data (Unaudited)

   The Fund's unaudited quarterly financial information is as follows (in
thousands):

                                            Total Net              Net
                                             Revenues            Earnings
         Quarter ended:

         March 31, 2004                       $16,741              $1,032
         June 30, 2004                         16,033                 284
         September 30, 2004                    15,946                 679
         December 31, 2004                     16,986               1,424

         March 31, 2003                        15,407                 321
         June 30, 2003                         15,343                 378
         September 30, 2003                    16,028                 538
         December 31, 2003(1)                  17,071               1,089

         (1) Increase in quarterly net earnings primarily due to favorable
Medicaid settlements.


Item 9.  Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure
     None.


Item 9a.  Controls and Procedures

     The  Fund's  management,  with the  participation  of the  Chief  Executive
Officers  and  Chief  Financial   Officers  of  Brown   Healthcare,   Inc.,  the
Administrative General Partner, and Meridian Healthcare  Investments,  Inc., the
Development   General  Partner,   evaluated  the  effectiveness  of  the  Fund's
disclosure controls and procedures as of December 31, 2004. The term "disclosure
controls and  procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, means controls and other procedures of a company that are designed
to ensure  that  information  required  to be  disclosed  by the  company in the
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by a  company  in the  reports  that it files or  submits  under  the
Exchange  Act is  accumulated  and  communicated  to the  company's  management,
including  its  principal  executive  and  principal   financial  officers,   as
appropriate to allow timely decisions regarding required disclosure.  The Fund's
management  recognizes  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applies its judgment in evaluating the
cost-benefit  relationship  of possible  controls and  procedures.  Based on the
evaluation of the Fund's  disclosure  controls and procedures as of December 31,
2004, the Chief Executive  Officers and Chief  Financial  Officers of the Fund's
general  partners  concluded  that, as of such date,  the  Company's  disclosure
controls and procedures were effective at

                                      -27-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 9a.  Controls and Procedures (continued)

the reasonable  assurance  level. No change in the Fund's internal  control over
financial  reporting  occurred  during the iscal quarter ended December 31,
2004 that has materially affected, or is reasonably likely to materially affect,
the Fund's internal control over financial reporting.


Item 9b.  Other Information

     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 300 East Lombard Street, Suite 1200, 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.

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. Genesis currently owns, leases or manages 214 eldercare centers with
26,321 beds concentrated in the states of Pennsylvania, New Jersey, Maryland and
Massachusetts. Genesis also provides an extensive range of rehabilitation
therapy services. These services are provided by approximately 4,300 licensed
rehabilitation therapists and assistants.

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

         George V. Hager,  Jr., age 49, has served as Chairman and Chief
Executive  Officer of Genesis  HealthCare since its inception in May 2003.
Mr. Hager joined  NeighborCare,  Inc. in 1992,  Genesis'  former parent company.
From 1992 to December 2003, he served as NeighborCare, Inc.'s Chief Financial
Officer.  Mr. Hager serves on the board of directors of Adolor Corporation
(Nasdaq: ADLR).

     James V. McKeon, age 40, has served as Executive Vice President and Chief
Financial Officer of Genesis HealthCare since December 2003. Mr. McKeon joined
NeighorCare in 1994 serving in a variety of financial positions, most recently
as NeighborCare, Inc.'s Senior Vice President and Corporate Controller, and it's
Director of Financial Reporting and Investor Relations.

         Eileen M. Coggins, age 40, has served as Senior Vice President, General
Counsel & Corporate Secretary of Genesis HealthCare since December 2003. Ms.
Coggins served as NeighborCare, Inc.'s Corporate Compliance and Privacy Officer
from December 2002 until December 2003. Prior to that appointment, from April
1998 to December 2002, she was NeighborCare, Inc.'s Vice President of
Compliance, and prior to that appointment was NeighborCare, Inc.'s Deputy
General Counsel.


                                      -28-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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

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  56,  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 Dreyfus 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 52, 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.

     Kathleen F. Russell, age 49, is the Secretary of the Administrative General
Partner and a Vice  President  and  Secretary of Alex.  Brown  Realty,  Inc. Ms.
Russell  graduated  from the University of Delaware in 1978, and received a J.D.
degree from the Catholic  University of America in 1982.  Prior to joining Alex.
Brown  Realty,  Inc.  in 1992,  Ms.  Russell was  associated  in the Real Estate
Department of Venable, Baetjer and Howard from 1982 to 1992.

     Timothy M. Gisriel,  age 48, 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.



                                      -29-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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
2004, 2003, and 2002, and to be paid to the General Partners and their
affiliates at December 31, 2004, see Note 3, "Related Party Transactions" in
Item 8. Financial Statements, herein.


Item 14. Principal Accountant Fees and Services

     KPMG LLP served as the Fund's independent auditors for the last fiscal
year. For services rendered during or in connection with our fiscal years 2004
and 2003, as applicable, KPMG LLP billed the following fees:

                                       2004                           2003
         Audit Fees              $      84,300                   $   80,300

         Audit-Related Fees      $           0                   $        0
         Tax Fees                $      21,500                   $   25,600
         All Other Fees          $           0                   $        0

The Board of Directors of the General Partner has the sole authority to
pre-approve any engagement of the independent auditor to provide audit or
non-audit services and pre-approved all of the services provided by KPMG LLP in
2004.



                                     PART IV

Item 15.  Exhibits and Financial Statement Schedule

     (a) 1. Financial Statements: see Index to Financial Statements and
Supplementary Data in Item 8 on Page 18.

         2.  Financial Statement Schedules: Schedule II - Valuation and
             Qualifying Accounts for the years ended December 31, 2004, 2003 and
             2002. 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 2004.


                                      -30-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


Item 15.  Exhibits and Financial Statement Schedule (continued)


             (31.1) Certification of Principal Executive Officer Pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

             (31.2) Certification of Principal Financial Officer Pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

             (31.3) Certification of Principal Executive Officer Pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

             (31.4) Certification of Principal Financial Officer Pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.


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

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



                                      -31-

<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:         3/28/05            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:         3/28/05            By:      /s/  John M. Prugh
                                     John M. Prugh
                                     President and Director
                                     Brown-Healthcare, Inc.
                                     Administrative General Partner



DATE:         3/29/05            By:      /s/  Peter E. Bancroft
                                     Peter E. Bancroft
                                     Vice President and Director
                                     Brown-Healthcare, Inc.
                                     Administrative General Partner



DATE:          3/28/05           By:      /s/  Kathleen F. Russell
                                     Kathleen F. Russell
                                     Secretary
                                     Brown-Healthcare, Inc.
                                     Administrative General Partner



DATE:           3/29/05           By:      /s/  Timothy M. Gisriel
                                      Timothy M. Gisriel
                                      Treasurer
                                      Brown-Healthcare, Inc.
                                      Administrative General Partner


                                      -32-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                             SIGNATURES (continued)





DATE:      3/29/05                 By:      /s/  George V. Hager, Jr.
                                       George V. Hager, Jr.
                                       Chief Executive Officer
                                       Meridian Healthcare Investments, Inc.
                                       Development General Partner




DATE:       3/29/05                By:      /s/  James V. McKeon
                                        James V. McKeon
                                        Chief Financial Officer
                                        Meridian Healthcare Investments, Inc.
                                        Development General Partner







                                      -33-

<PAGE>


             REPORT OF INDEPENDENT REGSITERED PUBLIC ACCOUNTING FIRM


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



Under date of March 25, 2005, we reported on the consolidated balance sheets of
Meridian Healthcare Growth and Income Fund Limited Partnership and subsidiaries
(the Fund) as of December 31, 2004 and 2003, 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, 2004, as contained in the
annual report on Form 10-K for the year ended December 31,2004. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule in the annual
report on Form 10-K. This financial statement schedule is the responsibility of
the Fund's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement 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
March 25, 2005

<PAGE>


         Meridian Healthcare Growth and Income Fund Limited Partnership
                        Valuation and Qualifying Accounts
                  Years Ended December 31, 2004, 2003 and 2002
                             (Dollars in Thousands)

                                   Schedule II
<TABLE>
<CAPTION>

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

Year Ended December 31, 2004
<S>                                              <C>                <C>             <C>               <C>
Allowance for Doubtful Accounts                  $855                427            (783)             $499

Year Ended December 31, 2003
Allowance for Doubtful Accounts                $1,353                939          (1,437)             $855

Year Ended December 31, 2002
Allowance for Doubtful Accounts                $1,656              1,062          (1,365)           $1,353

(1) - Represents amounts written off as uncollectible.


</TABLE>





<PAGE>

                                                                   Exhibit 31.1

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

                  Certification of Principal Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, George V. Hager, Jr. certify that:

1.   I have reviewed this annual report on Form 10-K of Meridian Healthcare
     Growth and Income Fund Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  {Intentionally omitted}

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the registrant's board of directors (or
     persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date:        3/29/05                   By:    /s/  George V. Hager, Jr.
                                          George V. Hager, Jr.
                                          Chief Executive Officer
                                          Meridian Healthcare Investments, Inc.
                                          Development General Partner

<PAGE>

                                                                   Exhibit 31.2

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James V. McKeon, certify that:

1.   I have reviewed this annual report on Form 10-K of Meridian Healthcare
     Growth and Income Fund Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  {Intentionally omitted}

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the registrant's board of directors (or
     persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date:        3/29/05                   By:      /s/  James V. McKeon
                                          James V. McKeon
                                          Chief Financial Officer
                                          Meridian Healthcare Investments, Inc.
                                          Development General Partner
<PAGE>


                                                                   Exhibit 31.3

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

                  Certification of Principal Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John M. Prugh, certify that:

1.   I have reviewed this annual report on Form 10-K of Meridian Healthcare
     Growth and Income Fund Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  {Intentionally omitted}

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the registrant's board of directors (or
     persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date:        3/28/05                   By:      /s/  John M. Prugh
                                          John M. Prugh
                                          Chief Executive Officer
                                          Brown-Healthcare, Inc.
                                          Administrative General Partner
<PAGE>

                                                                   Exhibit 31.4

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Timothy M. Gisriel, certify that:

1.   I have reviewed this annual report on Form 10-K of Meridian Healthcare
     Growth and Income Fund Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  {Intentionally omitted}

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the registrant's board of directors (or
     persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date:        3/29/05                   By:      /s/  Timothy M. Gisriel
                                          Timothy M. Gisriel
                                          Chief Financial Officer
                                          Brown-Healthcare, Inc.
                                          Administrative General Partner
<PAGE>

                                                                   Exhibit 32.1


                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the filing of Meridian Healthcare Growth and Income Fund
Limited Partnership's (the "Fund") annual report on Form 10-K for the period
ending December 31, 2004 with the Securities and Exchange Commission on the date
hereof (the "Report"), We certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Fund.




Date:    3/29/05                      By:      /s/  George V. Hager, Jr.
                                          George V. Hager, Jr.
                                          Chief Executive Officer
                                          Meridian Healthcare Investments, Inc.
                                          Development General Partner


Date:    3/29/05                      By:      /s/  James V. McKeon
                                          James V. McKeon
                                          Chief Financial Officer
                                          Meridian Healthcare Investments, Inc.
                                          Development General Partner




<PAGE>


                                                                  Exhibit 32.2


                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP


                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the filing of Meridian Healthcare Growth and Income Fund
Limited Partnership's (the "Fund") annual report on Form 10-K for the period
ending December 31, 2004 with the Securities and Exchange Commission on the date
hereof (the "Report"), We certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Fund.




Date:    3/28/05                      By:      /s/  John M. Prugh
                                         John M. Prugh
                                         Chief Executive Officer
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner


Date:    3/29/05                      By:      /s/  Timothy M. Gisriel
                                         Timothy M. Gisriel
                                         Chief Financial Officer
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner