UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000

                                       OR

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

                        For the transition period from to

                        Commission file number 000-17596


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


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

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

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

            Title of each class       Name of each exchange on which registered

                         None


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

                 Assignee Units of Limited Partnership Interests
                                (Title of class)


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

       Yes     X                      No

  As of December  31,  2000,  there were  1,539,900  Units of  Assignee  Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established  public trading  market for the Units,  the aggregate  market
value  of  the  Units  held  by  non-affiliates  of  the  Registrant  cannot  be
calculated.

                       Documents Incorporated by Reference

  The Annual Report for 2000 is incorporated by reference.


<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



<TABLE>
<CAPTION>
                                      INDEX

                                                                                    Page (s)

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

Part I.

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


Part II.

         Item 5.    Market for Registrant's Common Equity and Related
                           Stockholder Matters                                         7-8
         Item 6.    Selected Financial Data                                              8
         Item 7.    Management's Discussion and Analysis of Financial                 9-14
                           Condition and Results of Operations
         Item 7a.   Quantitative and Qualitative Disclosures About Market Risk          14
         Item 8.    Financial Statements and Supplementary Data                         14
         Item 9.    Changes in and Disagreements with Accountants on
                           Accounting and Financial Disclosure                          14


Part III.

         Item 10.   Directors and Executive Officers of Registrant                   15-17
         Item 11.   Executive Compensation                                              17
         Item 12.   Security Ownership of Certain Beneficial Owners
                           and Management                                               17
         Item 13.   Certain Relationships and Related Transactions                      17


Part IV.

         Item 14.   Exhibits, Financial Statement Schedules and
                           Reports on Form 8-K                                       18-20

                           Signatures                                                21-22
</TABLE>

                                   -2-
<PAGE>

            Cautionary Statement Regarding Forward-Looking Statements


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

                                       -3-
<PAGE>

                                     PART I
Item 1.  Business

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

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

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

         A maximum of 1,540,000 assignee units of limited partnership  interests
("Units")  were  registered  under the  Securities  and Exchange Act of 1933, as
amended.  During 1988 all 1,540,000 Units were sold, and the Fund's net proceeds
available for investment  aggregated  $31,878,000 (gross proceeds of $38,500,000
less public offering expenses and acquisition fees of $6,622,000).  The Assignor
Limited Partner also acquired 40 units of limited partnership interests in 1988.

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

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

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

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

         The Fund's sole business is its  investment in  partnerships  which own
and  operate  nursing  centers  that  are  healthcare   facilities  licensed  by
individual states to provide long-term healthcare within guidelines  established
by the  appropriate  state  health  agencies  and as directed by each  patient's
physician.  Healthcare and related  services from private pay and 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, 2000.

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

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

                                       -4-
<PAGE>

Item 2.  Properties

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

<TABLE>
<CAPTION>
                                                                                Property & Equipment     Patient
  Name and Location                       Description                           (before depreciation)   Revenues
                                                                                at December 31, 2000      2000
                                                                                        (Dollars in thousands)
<S>                                                                               <C>                   <C>
Facility 1.   Hamilton      A 104-bed nursing facility located on                 $ 4,874               $ 5,073
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  27  are
                            Medicare-certified.  There are two private rooms, 15
                            semi-private  rooms,  4  three-person  rooms  and 15
                            four-person rooms.


Facility 2.                 A 250-bed nursing facility located on                  11,438                10,300
Randallstown                2.83 acres, constructed in 1971
9109 Liberty Road           consisting of a rectangularly-shaped
Randallstown,               two-story plus partial basement masonry
Maryland                    structure containing a total of 72,780
                            square feet. The facility contains 246 comprehensive
                            care  beds of  which 88 are  Medicare-certified  and
                            four   domiciliary   care   beds.   There   are  111
                            semi-private rooms and 28 private rooms.


Facility 3.   Caton Manor   A 184-bed nursing facility located on                   8,031                 8,991
3330 Wilkens Avenue         0.92 acres, constructed in 1972
Baltimore City,             consisting of an "L" shaped four-story
Maryland                    plus basement masonry structure
                            containing a total of 48,660 square
                            feet.  All 184 beds are comprehensive
                            care beds of which 96 are
                            Medicare-certified.  All rooms are
                            semi-private.

</TABLE>


                                       -5-
<PAGE>

Item 2.  Properties (continued)
<TABLE>
<CAPTION>
                                                                                 Property &Equipment       Patient
                                                                                (before depreciation)     Revenues
                                                                                at December 31, 2000        2000
     Name and Location                  Description                                     (Dollars in Thousands)

<S>                                                                                  <C>                   <C>
Facility 4.  Frederick       A 166-bed nursing facility located on 1.13 acres,       7,625                 7,721
(Collegeview)                originally constructed in 1966 consisting of a
400 North Avenue             two-story plus partial  basement masonry  structure,
Frederick,                   the second floor added in 1968, containing  a total
Maryland                     of 52,661  square  feet.  The facility contains 156
                             comprehensive care beds of which 53 are  Medicare-
                             certified.  There are 10 domiciliary care beds and
                             two non-licensed  residential  apartments which are
                             leased to persons who do not require nursing care.




Facility 5.  Mooresville     A 160-bed nursing facility located on 11.38 acres,      6,155                 7,457
550 Glenwood Road            originally  constructed with 100 beds in 1988  with
Mooresville,                 a 60-bed addition completed in 1992 consisting of a
North Carolina               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 47 are Medicare certified. There are 30 beds in
                             the Home for the Aged (HA)wing. There are 8 private
                             rooms and 76 semi-private rooms.





Facility 6.  Salisbury       A 180 bed nursing  facility located on 6.02 acres,      6,118                 8,399
710 Julian Road              originally  constructed with 120 beds in 1988  with
Salisbury,                   a 60-bed addition completed in 1991 consisting of a
North Carolina               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 100 are Medicare certified. There are 20 beds
                             in the Home for the Aged(HA) wing. There are 16 private
                             rooms and 82 semi-private rooms.

</TABLE>

                                       -6-
<PAGE>

Item 2.  Properties (continued)
<TABLE>
<CAPTION>
                                                                                Property &Equipment        Patient
                                                                               (before depreciation)      Revenues
                                                                                at December 31, 2000         2000
     Name and Location                   Description                                      (Dollars in Thousands)

<S>                                                                                  <C>                   <C>
Facility 7.  Woodlands       A 140-bed nursing facility located on 6.52 acres,       8,417                 7,533
1400 Woodland Avenue         constructed in 1989 consisting of a two-story slab
Plainfield,                  on grade building  containing a total of 54,000
New Jersey                   square feet. The facility contains 120 comprehensive
                             nursing  home beds, of which 20 are Medicare certified,
                             and 20 residential care beds. There are 12 private rooms,
                             46 semi-private  rooms and 9 four-bed rooms. The facility
                             also provides space for a child day-care program.


                                                                                 ---------             ---------
                                                                                 $  52,658             $  55,474
                                                                                 =========             =========
</TABLE>


Item 3.  Legal Proceedings

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


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

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

                                     PART II

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

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

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

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

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

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


                                       -7-


<PAGE>

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

         As of  December  31,  2000,  there were  1,712  holders of Units of the
registrant,  owning an aggregate of 1,540,040 Units,  including 40 Units held by
the  Assignor  Limited  Partner.  The Fund  made  four  quarterly  distributions
totaling approximately  $3,306,000 in each of the years in the three-year period
ended December 31, 2000. See Note 5,  "Distributions  to Partners and Allocation
of Net  Earnings",  in Item 8.  Financial  Statements  and  Supplementary  Data,
herein.


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                               2000           1999        1998         1997         1996
                                                    (Dollars in thousands - except per Unit amounts)
Statement of Earnings Data

<S>                                           <C>            <C>         <C>          <C>          <C>
Net revenue                                   $55,764        $51,278     $54,108      $49,568      $47,885
Operating earnings before capital costs**       6,710          6,612       9,594        6,286        5,735
Net earnings                                    2,282          2,865       5,768        2,268        1,722

Net earnings per assignee Unit-basic        $    1.47      $    1.84   $    3.71    $    1.46    $    1.12


Operating Data

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

Occupancy percentage                            86.2%          87.9%       91.7%        93.2%        94.3%

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


Balance Sheet Data

Total assets                                  $49,398        $48,646     $50,305      $49,707      $52,255
Property and equipment, net of
     accumulated depreciation                  32,934         33,346      33,653       34,839       35,680
Debt, including loan payable to
     Development General Partner               24,964         23,742      24,422       25,070       26,576
Partners' capital                              17,348         18,372      18,813       16,351       17,389

Cash distributions paid per Unit:
     from operations                        $    1.69       $   2.12    $   2.12     $   2.12     $   2.12
     from return of capital                       .43              -           -            -            -
                                            $    2.12       $   2.12    $   2.12     $   2.12     $   2.12

</TABLE>

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

                                       -8-
<PAGE>

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

Liquidity and Capital Resources

         The Fund closed its mortgage loan refinancing with a new bank for loans
totaling  $24,000,000  on June 12, 2000.  The renewal terms became  effective on
June 12, 2000 and provide for a term of five years at an interest rate of 9.75%.
Monthly  payments are based on a 25-year  amortization  schedule  with a balloon
payment  due at the end of the  5-year  term.  Following  the  repayment  of the
original  loan and  transaction  costs,  the new loan  resulted  in  refinancing
proceeds of  approximately  $1,225,000  which were  designated  to fund  certain
improvements to the nursing facilities.

         The Fund also replaced its $4,000,000  line of credit facility with the
same lender under terms similar to the mortgage loan terms described above.

         The Fund's working capital  (excluding the current portion of long-term
debt)  increased  $525,000 to  $5,442,000  at  December  31, 2000 as compared to
$4,917,000 at December 31, 1999. 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 $2,640,000 for the year ended
December 31, 2000 as compared to  $5,193,000  during 1999.  The decrease in cash
flow was due primarily to increased  receivables and estimated third-party payor
settlements, net, of $2,873,000 during 2000.

         Cash used from  investing  activities  during 2000 was  $1,421,000  and
included  improvements  to  the  Fund's  seven  operating  facilities.   Similar
improvements  of  $1,458,000  and  $535,000  were  made  during  1999 and  1998,
respectively.

         Cash flows from financing activities during 2000 included proceeds from
the issuance of the Fund's new long-term debt of $24,000,000,  repayment of long
term  debt  of  $22,829,000,   new  loan  acquisition   costs  of  $429,000  and
distributions to partners and minority interests totaling $3,364,000.

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

         Between 1988 and 1999 the  Development  General Partner loaned the Fund
$597,000 to support operating deficits  generated by the Mooresville,  Salisbury
and Woodlands nursing centers during each centers' first two years of operation.
Loans outstanding under this  arrangement,  including  interest at 9% per annum,
were $1,188,000 at December 31, 2000.

         On February 15, 2001 the Fund made its fourth quarter 2000 distribution
to partners of $826,410.  This  distribution  was funded by fourth  quarter 2000
operations and reserves of approximately $403,000. During 2000 operations funded
approximately  80% of the distributions to partners while the balance was funded
by reserves  provided by the refinancing of the Fund's long-term debt. Review of
the 2001 budget  suggests  operations  from the seven  nursing  centers  will be
sufficient to fund a similar distribution in 2001.

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


                                       -9-
<PAGE>

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

Results of Operations

                   December 31, 2000 versus December 31, 1999

         Overall 2000 revenues of $55,764,000  increased $4,486,000 or 8.7% from
the same period in 1999.

         Revenues of  $44,514,000  from  Medicaid and Medicare  patients for the
twelve months ended December 31, 2000 increased $3,483,000 or 8.5% from the same
period in the prior year. This increase is primarily the result of Medicaid rate
increases  and an  increase  in the number of Medicare  days.  Medicaid  revenue
increased  $1,978,000  primarily due to overall rate increases of  approximately
11.1%  driven  primarily by the four  Maryland  centers.  The  Maryland  centers
received a rate  adjustment in October 1999,  which was implemented to reflect a
modification  to  the  state  reimbursement   program,  and  their  annual  rate
adjustment  was received in July 2000.  Medicare  revenue  increased  $1,505,000
relating to growth in Medicare census.  In fiscal year 2000 Medicare census made
up 12.8% of the overall census as compared to 11.5% in fiscal year 1999.

         Revenues  from  private  and  other  patients   increased  $995,000  to
$10,960,000  as compared to  $9,965,000  in 1999.  This  increase is a result of
higher insurance census and rates and higher private rates. In fiscal year 2000,
insurance  census  made up 3.1% of the  overall  census as  compared  to 2.8% in
fiscal year 1999.  Insurance  rates  increased 14.8% and private rates increased
6.3%  resulting in additional  revenue of  approximately  $395,000 and $386,000,
respectively.

         Operating expenses  increased  $4,109,000 or 10.2% from the same period
in the prior year.  This  increase is  primarily  due to the  increased  cost of
nursing services and ancillary costs. Nursing costs increased $1,937,000 for the
twelve  months  ended  December 31, 2000 as compared to the same period in 1999.
This  increase  is  primarily  due to  increases  in  salary  and  wages and the
increased  utilization of temporary nurse staffing.  Salary and wage expense for
nurses  increased  $575,000,  and temporary  nurse  staffing  expense  increased
$1,078,000  for the twelve  months ended  December 31, 2000 compared to the same
period  in the  prior  year.  The  increase  in  nursing  salary  and  wages and
utilization of temporary  nurse  staffing is a result of an overall  shortage of
nurses within the healthcare  industry.  Ancillary expenses increased $1,395,000
or 24.9% for the twelve  months ended  December 31, 2000 as compared to the same
period in 1999.  This  increase is primarily due to the increase in the Medicare
census and the increased utilization of Part B ancillary services. The remaining
increase in operating  costs is due to increased  health  insurance  costs,  and
general inflationary cost increases.

         Management and administrative  fees increased $261,000 or approximately
7.7% in 2000 as  compared  to 1999.  This  increase  is due to fees  paid to the
Fund's  manager,  which are calculated as a percentage of net revenues,  and are
reflective of the revenues increase in fiscal year 2000 as compared to 1999.

         Depreciation and amortization expense increased $203,000 in fiscal year
2000 as compared  to fiscal year 1999.  This  increase is due  primarily  to the
amortization  of fees  incurred of $134,000  for the  extension  of the existing
mortgage and fees associated with refinancing of the mortgage.

Interest  expense  increased  $478,000 in fiscal year 2000 as compared to fiscal
year 1999. This increase is the result of higher variable  interest rates during
the year  coupled  with the  refinancing  which  resulted in a larger  principal
balance $24,000,000 and a higher interest rate. The refinancing became effective
June 12, 2000.

                                      -10-
<PAGE>

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

Results of Operations (continued)

                   December 31, 1999 versus December 31, 1998

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

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

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

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

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

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

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

                                      -11-
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
             and Results of Operations (continued)

Legislative and Regulatory Issues

         Congress  has enacted  three major laws during the past five years that
have  significantly  altered  payment for nursing  home  services.  The Balanced
Budget Act of 1997 ("the 1997 Act"),  signed into law on August 5, 1997, reduced
federal spending on the Medicare and Medicaid  programs.  The Medicare  Balanced
Budget  Refinement Act ("BBRA"),  enacted in November 1999 addressed a number of
the  funding  difficulties  caused  by the 1997  Act.  A second  enactment,  the
Benefits  Improvement  and  Protection  Act of 2000  ("BIPA"),  was  enacted  on
December 15, 2000, further modifying the law and restoring additional funding.

         Under  the 1997  Act,  participating  skilled  nursing  facilities  are
reimbursed  under a prospective  payment system  ("PPS") for inpatient  Medicare
covered  services.  The  PPS  system  commenced  with a  facility's  first  cost
reporting  period  beginning  on or  after  July 1,  1998.  Under  PPS,  nursing
facilities  are paid a  predetermined  amount per patient,  per day ("per diem")
based  on the  anticipated  costs of  treating  patients.  The per diem  rate is
determined  by  classifying  each  patient  into  one  of  forty-four   resource
utilization  groups ("RUG") using the  information  gathered  during the minimum
data set ("MDS")  assessment.  There is a separate per diem rate for each of the
RUG  classifications.   The  per  diem  rate  also  covers   rehabilitation  and
non-rehabilitation  ancillary services.  The law phased in PPS over a three-year
period. PPS reimbursement is based largely on a nursing facility's costs for the
services it provided to Medicare beneficiaries in the 1994-1995 base year.

         As  implemented  by HCFA, PPS has had an adverse impact on the Medicare
revenues  of many  skilled  nursing  facilities.  There have been three  primary
problems. First, the base year calculations understate costs. Second, the market
basket index used to trend payments  forward does not adequately  reflect market
experience.  Third, the RUGs case mix allocation is not adequately predictive of
the  costs  of care for  patients,  and does  not  equitably  allocate  funding,
especially for non-therapy ancillary services.

         In  November  1999,  the BBRA was passed in  Congress.  This  enactment
provided relief for certain reductions in Medicare  reimbursement  caused by the
1997 Act. For covered skilled nursing  facility  services  furnished on or after
April 1, 2000, the federal per diem rate was increased by 20% for 15 RUG payment
categories.  While this provision was initially expected to adjust payment rates
for only six months,  HCFA withdrew proposed RUG refinement rules. These payment
add-ons will continue until HCFA completes  certain mandated  recalculations  of
current  RUG  weightings.  For  fiscal  years 2001 and 2002,  the BBRA  mandated
federal per diem rates for all RUG  categories  be increased by an additional 4%
over the  required  market  basket  adjustment.  The law  provided  that certain
specific  services  (such  as  prostheses  and  chemotherapy   drugs)  would  be
reimbursed  separately  from and in addition  to the  federal  per diem rate.  A
provision was included that provided that for cost report years  beginning on or
after January 1, 2000, skilled nursing facilities could waive the PPS transition
period and elect to receive  100% of the  federal per diem rate.  The  enactment
also  lifted  for two years the $1,500 cap on  rehabilitation  therapy  services
provided under Medicare Part B.

         On December 15, 2000 Congress passed BIPA that, among other provisions,
increases the nursing component of Federal PPS rates by approximately  16.7% for
the period from April 1, 2001 through  September 30, 2002. The legislation  will
also change the 20% add-on to 3 of the 14  rehabilitation  RUG  categories  to a
6.7% add-on to all 14 rehabilitation RUG categories beginning April 1, 2001. The
Part B  consolidated  billing  provision  of BBRA will be  repealed  except  for
Medicare Part B therapy  services and, the moratorium on the $1,500 therapy caps
will be extended through calendar year 2002. The Fund has not yet evaluated what
effect BIPA will have on its operating results.

         The 1997 Act included several provisions  affecting Medicaid.  The 1997
Act  repealed  the "Boren  Amendment"  federal  payment  standard  for  Medicaid
payments to nursing  facilities  effective  October 1, 1997. The Boren Amendment
required that Medicaid  payments to certain  health care providers be reasonable
and  adequate  in order to cover  the  costs  of  efficiently  and  economically
operated healthcare facilities. Under the 1997 Act, states must now use a public
notice

                                      -12-

<PAGE>


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

Legislative and Regulatory Issues (continued)

and comment period in order to determine rates and provide  interested parties a
reasonable  opportunity to comment on proposed rates and the  justification  for
and the  methodology  used in  calculating  such  rates.  With the repeal of the
Federal payment standards, there can be no assurances that budget constraints or
other factors will not cause states to reduce Medicaid  reimbursement to nursing
facilities and pharmacies or that payments to nursing  facilities and pharmacies
will be made on timely basis.  The 1997 Act also grants  greater  flexibility to
states to establish  Medicaid managed care projects without the need to obtain a
federal waiver.  Although these projects  generally exempt  institutional  care,
including  nursing  facilities,  no assurances  can be given that these projects
ultimately will not change the  reimbursement  methodology for nursing  facility
services from  fee-for-service to managed care negotiated or capitated rates. We
anticipate that federal and state governments will continue to review and assess
alternative health care delivery systems and payment methodologies.

         Congress  and state  governments  continue  to focus on efforts to curb
spending on health care  programs  such as Medicare and  Medicaid.  We cannot at
this time  predict  the extent to which these  proposals  will be adopted or, if
adopted and  implemented,  what effect,  if any, such proposals will have on the
Fund. Efforts to impose reduced allowances, greater discounts and more stringent
cost controls by government and other payors are expected to continue.

         Our business is subject to extensive federal, state and, in some cases,
local regulation with respect to, among other things,  licensure,  certification
and health  planning.  These  regulations  relate,  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.

         In July 1998,  the Clinton  administration  issued a new  initiative to
promote the quality of care in nursing homes.  Following this pronouncement,  it
has become more  difficult  for nursing  facilities  to maintain  licensing  and
certification.  We  have  experienced  and  expect  to  continue  to  experience
increased costs in connection with  maintaining our licenses and  certifications
as well as increased enforcement actions.

         All of our  Facilities,  to the extent  required,  are  licensed  under
applicable  law and 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.  We believe that our Facilities
are in  substantial  compliance  with the various  Medicare,  Medicaid and state
regulatory  requirements  applicable to them. However, in the ordinary course of
our  business,  we receive  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 or upon  repeat  violations,  the
reviewing agency may take various adverse actions against a provider,  including
but not limited to:

o        the imposition of fines;

o        suspension of payments for new admissions to the center;

o        in extreme circumstances, decertification from participation in the
         Medicare or Medicaid programs and revocation of a center's license.


                                      -13-

<PAGE>


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

Legislative and Regulatory Issues (continued)

         These  actions may  adversely  affect a nursing  facility'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.  Additionally,  actions taken against one center may
subject other centers under common control or ownership to adverse remedies.

Outlook

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

         On June 22, 2000,  Genesis Health Ventures,  Inc. (Genesis) and certain
of its  subsidiaries  and affiliates  filed  petitions for Chapter 11 bankruptcy
protection  with the U.S.  Bankruptcy  Court in Wilmington,  Delaware.  Meridian
Healthcare  Inc. which manages the Fund's nursing centers under the terms of the
management agreements,  is a wholly-owned subsidiary of Genesis and was named as
a debtor  affiliate in the  bankruptcy  filing.  Certain other  subsidiaries  of
Genesis which supply the Fund's nursing  centers with drugs,  medical  supplies,
and other  services were also  included in the  bankruptcy  filing.  The Genesis
bankruptcy  filing  has not had an impact on the Fund's  operations,  results of
operations or financial position.


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.  Interest on the Fund's $23.8 million mortgage is
at a fixed rate of 9.75%.


Item 8.  Financial Statements and Supplementary Data

     Index to Financial Statements:
                                                                      Page(s)
                                                                   Annual Report

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


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

None.


                                      -14-

<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of Registrant

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

The Development General Partner

         Meridian Healthcare Investments, Inc., the Development General Partner,
is a Maryland corporation.  On November 30, 1993, Genesis acquired substantially
all the  assets  of  Meridian,  Inc.,  Meridian  Healthcare  (" MHC")  and their
affiliated  entities,  including all the stock of the Fund's Development General
Partner.  As part of the  acquisition,  MHC,  the  manager of the  Fund's  seven
nursing  centers,  continues to operate the  facilities  pursuant to  management
agreements.  Genesis  operates  primarily in five regional markets in which over
11,400,000 people over the age of 65 reside.  The networks include 317 eldercare
centers with approximately 39,400 beds; approximately 112 physicians,  physician
assistants  and nurse  practitioners;  23 medical  supply  distribution  centers
serving  over 1,000  eldercare  centers  with over 80,000  beds;  an  integrated
NeighborCareSM   pharmacy  operation  with  over  $1,050,000,000  in  annualized
revenues,  including 61 long-term care pharmacies serving  approximately 253,000
institutional  beds; 32 community-based  pharmacies;  infusion therapy services;
and  certified  rehabilitation  agencies  providing  services  through  over 600
contracts.  The Company also provides  diagnostic  and  hospitality  services in
selected  markets  and  operates a group  purchasing  organization.  Genesis has
concentrated  its  eldercare  networks  in five  geographic  regions in order to
achieve operating efficiencies, economies of scale and significant market share.
The five  geographic  markets that Genesis  principally  serves are: New England
Region    (Massachusetts/Connecticut/New     Hampshire/Vermont/Rhode    Island);
Midatlantic Region (Greater Philadelphia/Delaware Valley/New Jersey); Chesapeake
Region    (Southern     Delaware/Eastern     Shore    of     Maryland/Baltimore,
Maryland/Washington   D.C./Virginia);   Southern  Region  (Central  Florida);and
Allegheny Region (West  Virginia/Western  Pennsylvania/Illinois/Wisconsin).  The
Company believes that it is the largest operator of eldercare center beds in the
states of New Hampshire,  Massachusetts, New Jersey, Pennsylvania,  Maryland and
West Virginia.

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

     Michael R. Walker,  age 52, is President and a Director of the  Development
General  Partner and is a  co-founder  of Genesis and has served as Chairman and
Chief  Executive  Officer of Genesis since its  inception in 1985. In 1998,  Mr.
Walker  became  the  Chairman  of the  Board  of  Trustees  of  ElderTrustsm,  a
healthcare  related real estate investment trust. In 1981, Mr. Walker co-founded
Health  Group  Care  Centers  ("HGCC").  At HGCC,  he served as Chief  Financial
Officer and, later, as President and Chief Operating Officer.  Prior to its sale
in 1985, HGCC operated nursing homes with 4,500 nursing beds in 12 states.  From
1978 to 1981,  Mr. Walker was the Vice President and Treasurer of AID Healthcare
Centers,  Inc.  ("AID").  AID, which owned and operated 20 nursing centers,  was
co-founded  in 1977 by Mr.  Walker as the  nursing  home  division  of  Hospital
Affiliates  International  ("HAI").  Mr.  Walker  holds  a  Master  of  Business
Administration  degree from Temple University and a Bachelor of Arts in Business
Administration  from  Franklin and Marshall  College.  Mr.  Walker serves on the
Board of Directors of Renal Treatment Centers, Inc. and the Board of Trustees of
Universal Health Realty and Income Trust.

                                      -15-

<PAGE>


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

The Development General Partner (continued)

     Richard R. Howard, age 52, is a Director of the Development General Partner
and has  served as a  Director  of  Genesis  since  its  inception  in 1985,  as
President  from June 1986 to November 1998 and as Vice Chairman  since  November
1998.  From June,  1986 through March,  1998, Mr. Howard served as President and
Chief Operating Officer of Genesis. He joined Genesis in September, 1985 as Vice
President of  Development.  Mr. Howard's  background in healthcare  includes two
years as the Chief  Financial  Officer of HGCC.  Mr.  Howard's  experience  also
includes over ten years with Fidelity Bank,  Philadelphia,  Pennsylvania and one
year with Equibank,  Pittsburgh,  Pennsylvania.  Mr. Howard is a graduate of the
Wharton  School,  University  of  Pennsylvania,  where he received a Bachelor of
Science degree in Economics in 1971.

     George V.  Hager,  Jr.,  age 45, is Vice  President  and  Treasurer  of the
Development  General Partner and is Executive Vice President and Chief Financial
Officer of Genesis.  Mr. Hager was  previously  partner in charge of the health-
care  practice  for KPMG LLP in the  Philadelphia  office.  Mr.  Hager began his
career  at KPMG LLP in 1979 and has over  eighteen  years of  experience  in the
healthcare  industry.  Mr. Hager received a Bachelor of Arts degree in Economics
from Dickinson  College in 1978 and a Master of Business  Administration  degree
from Rutgers Graduate School of Management.  He is a certified public accountant
and a member of the AICPA and PICPA.
Administrative General Partner

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

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

     John  M.  Prugh,  age  52,  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 48, has been a Director and Vice  President of the
Administrative  General  Partner since 1988 and a Senior Vice President of Alex.
Brown Realty, Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated
from Amherst College in 1974, attended the University of Edinburgh, and received
a J.D.  degree from the University of Virginia  School of Law in 1979.  Prior to
joining Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

     Terry F. Hall, age 54, has been the Secretary of the Administrative General
Partner and a Vice  President and  Secretary  of, and Legal  Counsel for,  Alex.
Brown  Realty,  Inc.  since 1989.  Mr. Hall  graduated  from the  University  of
Nebraska-Lincoln  in 1968,  and received a J.D.  degree from the  University  of
Pennsylvania Law School in 1973.  Prior to joining Alex.  Brown Realty,  Inc. in
1986, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from
1981 to 1986 and an associate at the same firm from 1973 to 1981.

                                      -16-

<PAGE>


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

The Administrative General Partner (continued)

     Timothy M. Gisriel,  age 44, has been the  Treasurer of the  Administrative
General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since
1990. He was Controller of Alex.  Brown Realty,  Inc. and Armata Financial Corp.
from 1984 through 1990.  Mr.  Gisriel  graduated from Loyola College in 1978 and
received  his  Masters  of  Business  Administration  degree  from the Robert G.
Merrick  School of Business,  University of Baltimore in 1993.  Prior to joining
Alex.  Brown Realty,  Inc. in 1984, Mr.  Gisriel was an audit  supervisor in the
Baltimore  office of  Coopers  &  Lybrand.  He is a  Maryland  Certified  Public
Accountant.

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


Item 11.  Executive Compensation

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

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

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


Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

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

Item 13.  Certain Relationships and Related Transactions

         The General  Partners and their  affiliates  have and are  permitted to
engage in transactions  with the Fund. For a  summarization  of fees paid during
2000,  1999,  and  1998,  and to be  paid  to the  General  Partners  and  their
affiliates at December 31, 2000,  see Note 3, "Related  Party  Transactions"  in
Item 8. Financial Statements, herein.



                                      -17-

<PAGE>


                                     PART IV

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

     (a) 1.  Financial  Statements:  see  Index  to  Financial  Statements  and
             Supplementary Data in Item 8 on Page 13.

         2.  Financial Statement Schedules: Schedule II - Valuation and
             Qualifying Accounts for the years ended December 31, 2000, 1999
             and 1998.  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 2000.

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




                                      -18-

<PAGE>



                           INDEPENDENT AUDITORS REPORT



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

Under date of February 16, 2001, we reported on the consolidated  balance sheets
of Meridian  Healthcare Growth and Income Fund Limited Partnership (the Fund) as
of  December  31,  2000 and 1999,  and the related  consolidated  statements  of
earnings,  partners'  capital  and  cash  flows  for  each of the  years  in the
three-year  period ended December 31, 2000, as contained in the annual report on
Form 10K for the year 2000. In connection with our audits of the  aforementioned
consolidated  financial  statements,  we also  audited the related  consolidated
financial  statement  schedule  in the Form  10K.  This  consolidated  financial
statement  schedule  is  the  responsibility  of  the  Fund's  management.   Our
responsibility is to express an opinion on this consolidated financial statement
schedule based on our audits. In our opinion, such schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly, in all material respects, the information set forth therein.

                                                      KPMG LLP

Philadelphia, Pennsylvania
February 16, 2001



                                      -19-
<PAGE>


         Meridian Healthcare Growth and Income Fund Limited Partnership
                        Valuation and Qualifying Accounts
                  Years Ended December 31, 2000, 1999 and 1998
                             (Dollars in Thousands)

                                   Schedule II
<TABLE>
<CAPTION>

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

<S>                                      <C>                  <C>            <C>                <C>
Year Ended December 31, 2000             $1,048               904            (707)              $1,245
Allowance for Doubtful Accounts

Year Ended December 31, 1999               $479               845            (276)              $1,048
Allowance for Doubtful Accounts

Year Ended December 31, 1998               $513               252            (286)              $  479
Allowance for Doubtful Accounts

(1) - Represents amounts written off as uncollectible.

</TABLE>



                                               -20-


<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:         3/15/01                  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:         3/15/01                  By:      /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Healthcare, Inc.
                                            Administrative General Partner


DATE:         3/23/01                  By:     /s/   Peter E. Bancroft
                                            Peter E. Bancroft
                                            Vice President and Director
                                            Brown-Healthcare, Inc.
                                            Administrative General Partner


DATE:         3/15/01                  By:    /s/   Terry F. Hall
                                            Terry F. Hall
                                            Secretary
                                            Brown-Healthcare, Inc.
                                            Administrative General Partner


DATE:         3/15/01                  By:     /s/   Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Healthcare, Inc.
                                            Administrative General Partner




                                      -21-



<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                             SIGNATURES (continued)




DATE:        3/26/00                   By:     /s/    Michael R. Walker
                                           Michael R. Walker
                                           President and Director
                                           Meridian Healthcare Investments, Inc.
                                           Development General Partner



DATE:        3/26/00                   By:    /s/    Richard R. Howard
                                           Richard R. Howard
                                           Director
                                           Meridian Healthcare Investments, Inc.
                                           Development General Partner




DATE:        3/26/00                   By:    /s/    George V. Hager, Jr.
                                           George V. Hager, Jr.
                                           Vice President and Treasurer
                                           Meridian Healthcare Investments, Inc.
                                           Development General Partner











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