FORM 10-Q



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


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

For the quarterly period ended         March 31, 1999

{   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to


For Quarter Ended   March 31, 1999       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)

        Registrant's Telephone Number, Including Area Code:     (410) 727-4083

                                               N/A
                      (Former Name, Former Address, and Former Fiscal Year,
                                 if Changed Since Last Report.)

  Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  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



<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                      INDEX

                                                                       Page No.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS                     2

Part I.  Financial Information


     Item 1.  Financial Statements

              Consolidated Balance Sheets                                     3
              Consolidated Statements of Operations                           4
              Consolidated Statements of Partners' Capital                    5
              Consolidated Statements of Cash Flows                           6
              Notes to Consolidated Financial Statements                      7


     Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             8-12


     Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk                                           13

Part II.   Other Information


     Item 1. through Item 6.                                                 13

     Signatures                                                              14
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP





            Cautionary Statement Regarding Forward Looking Statements



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




                                       -2-

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         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                 March 31, 1999
                                   (Unaudited)


NOTE 1 - THE FUND AND BASIS OF PREPARATION

The Fund, through its seven operating partnerships, derives substantially all of
its  revenue  from  extended  healthcare  provided to nursing  center  residents
including room and board, nursing care, drugs and other medical services.

The accompanying consolidated financial statements of Meridian Healthcare Growth
and Income  Fund  Limited  Partnership  (the  "Fund") do not  include all of the
information  and note  disclosures  normally  included in  financial  statements
prepared in  accordance  with  generally  accepted  accounting  principles.  The
unaudited  interim  consolidated  financial  statements  reflect all adjustments
which are, in the opinion of  management,  necessary to a fair  statement of the
results for the interim periods presented.  All such adjustments are of a normal
recurring nature. The unaudited interim financial  information  contained in the
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements contained in the 1998 Annual Report.


NOTE 2 - RELATED PARTY TRANSACTIONS

The Fund is  obligated  to pay the  Administrative  General  Partner  an  annual
administration fee of the greater of $75,000 per year or 1/2 of 1% of the Fund's
annual  revenues.  The nursing centers owned by the operating  partnerships  are
managed by Meridian  Healthcare,  Inc., an affiliate of the Development  General
Partner,  under the terms of ten year  management  agreements  which provide for
management  fees  equal to 6% of the annual  revenues  of each  nursing  center.
Certain of the operating  partnerships  also purchase drugs and medical supplies
and other services from  affiliates of the  Development  General  Partner.  Such
purchases  are in turn billed to patients or third party  payors at prices which
on average approximate the nursing center's cost.

     Transactions  with these  related  parties for the three months ended March
31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>

                                                         1999             1998

<S>                                                 <C>                     <C>
         Management and administration fees         $ 800,000               $ 798,000
         Drug and medical supplies purchases          610,000                 613,000
         Nursing and rehabilitation services          669,000               1,203,000
         Interest expense on borrowings                23,000                  23,000
</TABLE>

Loans outstanding  under an arrangement with the Development  General Partner to
fund operating  deficits  generated by the Mooresville,  Salisbury and Woodlands
nursing centers were $1,099,000 at March 31, 1999 and $1,086,000 at December 31,
1998.


NOTE 3 - DEBT

On March 3, 1998,  the Fund  entered  into a renewal  commitment  with a bank to
refinance all of the existing indebtedness.  Under the terms of the refinancing,
the  mortgages  will mature on February 28, 2000 and will bear interest at LIBOR
(5.07%  at March 31,  1999)  plus  1.55%.  The  refinancing  also  extended  the
$4,000,000  line of credit  commitment  until  February 28, 2000.  There were no
borrowings outstanding under the line of credit commitment at March 31, 1999.


NOTE 4 - NET EARNINGS PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST

Net earnings per unit of assignee limited  partnership  interest is disclosed on
the Consolidated Statements of Operations and is based upon 1,540,040 units.



                                       -7-

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         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Liquidity and Capital Resources

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

         On March 3, 1998,  the Fund  entered into a renewal  commitment  with a
bank to  refinance  all of the  existing  indebtedness.  Under  the terms of the
refinancing,  the  mortgages  will  mature on  February  28,  2000 and will bear
interest  at LIBOR plus  1.55%.  The  refinancing  will also  extend the line of
credit  commitment  until February 28, 2000.  The Fund has a $4,000,000  line of
credit which is designated for working capital needs and is primarily secured by
the  accounts  receivable  of the  Fund.  At  March  31,  1999,  there  were  no
outstanding borrowings under this line of credit.

         The Fund has  classified the balance of the long-time debt as a current
liability  on the March 31, 1999  balance  sheet as a result of its February 28,
2000 maturity  date.  The Fund's  managers are in discussion  regarding  several
financial  options for the  repayment or extension of the loan balances and line
of credit.

         Between 1988 and 1989 the  Development  General Partner loaned the Fund
$597,000 to support operating deficits  generated by the Mooresville,  Salisbury
and Woodlands nursing centers during each center's first two years of operation.
Loans outstanding under this  arrangement,  including  interest at 9% per annum,
were  $1,099,000  at March 31, 1999.  The Fund is obligated to repay these loans
when certain specified financial criteria are met, the most significant of which
is the payment of a preferred return to the assignee limited partners as defined
in the Fund's partnership agreement.

         On March 30, 1999,  Genesis  Health  Ventures,  Inc.,  ("Genesis"),  an
affiliate  of the  Development  General  Partner,  informed the Fund that it had
terminated  its  December  15, 1998 letter of intent to purchase the limited and
general  partnership  interests of the  operating  partnerships  (the  "Proposed
Sale") for  approximately  $70 million.  Pursuant to terms of the Proposed Sale,
the Fund had  agreed  to not make  distributions  to the  partners  through  the
closing date.  Following  notification  of Genesis'  termination of the Proposed
Sale,  the Fund made its fourth  quarter  1998  distribution  (normally  made in
February) totaling $826,410 on April 15, 1999.

         On May 13, 1999, the Fund made its first quarter 1999 cash distribution
of $826,410 to its partners.  This distribution was funded by first quarter 1999
operations after payment of approximately $119,000 of upper tier expenses.

         Based on  operations  through the first  quarter  and the 1999  budget,
distributions to partners are expected to remain at current levels and be funded
from the cash flow of the seven nursing  facilities.  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 favorable
quality  mix of  patients  and to  increase  the  overall  census at each of the
facilities.

Results of Operations

         Net  earnings  for the Fund were  $794,000  for the three  months ended
March 31, 1999 as compared to $596,000  for the same period in 1998.  The growth
in earnings is primarily the result of cost controls  implemented in response to
the Medicare Prospective Payment System.

         Overall  revenue of  $12,307,000  decreased  $165,000 or (1.3%) for the
three months ended March 31, 1999 compared to the same period in 1998  primarily
due to a decrease in overall census and decreased revenue from the Medicare Part
B program.  Census  declines in Private,  Medicaid and  Veterans  Administration
patients  resulted  in a decline in the average  occupancy  level for the Fund's
seven  operating  facilities  from 92% during the first quarter of 1998 to 89.5%
during the first  quarter of 1999.  The decline in census  resulted in a revenue
reduction  of  approximately  $248,000  during  the first  quarter  of 1999 when
compared to first quarter of 1998. Medicare Part B revenue decreased



                                       -8-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Results of Operations (continued)

approximately  $161,000 due to lower  utilization and charges resulting from the
January 1, 1999  transition to the Medicare  Prospective  Payment  System (PPS).
Partially offsetting the decline in census and Part B utilization is an increase
in overall room rates,  which reflected an increase of approximately  1.9%. This
increase  resulted in a revenue  increase of  approximately  $244,000 during the
first quarter of 1999 when compared to the first quarter of 1998.

         Operating costs decreased  323,000 or 3.3% in the first quarter of 1999
as compared to the same period in 1998.  Salary and wages  increased as a result
of inflation.  Offsetting this increases was a significant  decrease in the cost
of ancillary services.  Overall ancillary expense decreased 38% during the first
quarter of 1999 when  compared  to the same  period in 1998.  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 the contracts with the therapy  providers were  re-negotiated  to
reduce the cost of therapy.

         During the first quarter of 1999 general and administrative  costs were
$251,000  representing  an  increase  of  $71,000  over the same  period in 1998
primarily due to the increased costs of dietary purchased services and increased
professional  fees  incurred to evaluate the letter of intent for the  potential
sale of the Fund's nursing centers that subsequently has been terminated.

         Interest expense for the first quarter of 1999 decreased  $124,000 when
compared  to the  same  period  in  1998.  The  decrease  is the  result  of the
refinancing  of the mortgages at lower  interest  rates.  The  refinancing  took
effect on February 28, 1998.

Legislative and Regulatory Issues

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

         Pursuant to the  Balanced  Budget Act  commencing  with cost  reporting
periods beginning on July 1, 1998,  Prospective  Payment System ("PPS") began to
be phased in for skilled  nursing  facilities at a per diem rate for all covered
Part A skilled  nursing  facility  services as well as many  services  for which
payment  may be made under  Part B when a  beneficiary  who is a  resident  of a
skilled nursing  facility  receives  covered skilled nursing  facility care. The
consolidated per diem rate is adjusted based upon the Resource Utilization Group
("RUG").  In  addition to  covering  skilled  nursing  facility  services,  this
consolidated  payment  will also  cover  rehabilitation  and  non-rehabilitation
ancillary services. Physician services, certain nurse practitioner and physician
assistant services, among others, are not included in the per diem rate. For the
first three cost reporting  periods  beginning on or after July 1, 1998, the per
diem rate will be based on a blend of a facility specific rate and a federal per
diem rate. In subsequent  periods,  and for facilities first receiving  payments
for  Medicare  services on or after  October 1, 1995,  the federal per diem rate
will be used without any facility specific blending.





                                       -9-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations



Legislative and Regulatory Issues (continued)

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

         Under PPS, the reimbursement for certain speech, occupational, physical
and respiratory  therapy  services  provided to nursing  facility  patients is a
component  of the  total  reimbursement  to the  nursing  facility  allowed  per
patient.  Medicare  reimburses  the skilled  nursing  facility  directly for all
rehabilitation  services and the outside suppliers of such services to residents
of the skilled  nursing  facility must collect  payment from the skilled nursing
facility.   Under  PPS,  a  per  provider   limit  of  $1,500   applies  to  all
rehabilitation  therapy  services  provided  under  Medicare  Part B ($1,500 for
physical  and  speech-language  pathology  services,  and a separate  $1,500 for
occupational  therapy services).  Additionally  Medicare Part B therapy services
are no longer being reimbursed on a cost basis; rather, payment for each service
provided  is based on fee screen  schedules  published  in November  1998.  As a
result  of the  implementation  of  PPS,  the  Fund  has to date  experienced  a
substantial reduction in Medicare B therapy revenues.

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

         In July 1998,  the Clinton  Administration  issued a new  initiative to
promote the quality of care in nursing homes. This initiative  includes,  but is
not  limited to (I)  increased  enforcement  of nursing  home safety and quality
regulations;  (ii) increased  federal  oversight of state inspections of nursing
homes;  (iii)  prosecution  of egregious  violations  of  regulations  governing
nursing  homes;  (iv) the  publication  of nursing  home  survey  results on the
Internet;  and (v)  continuation  of the  development  of the  Minimum  Data Set
("MDS"), a national automated clinical data system.  Accordingly,  with this new
initiative it may become more  difficult  for  eldercare  facilities to maintain
licensing  and  certification.  The  Fund  may  experience  increased  costs  in
connection with maintaining its licenses and certifications as well as increased
enforcement actions. In addition,  beginning January 1, 1999, outpatient therapy
services  furnished  by a skilled  nursing  facility  to a resident  not under a
covered Part A stay or to  nonresidents  who receive  outpatient  rehabilitation
services will be paid according to the Medicare Physician Fee Schedule.




                                      -10-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations



Year 2000 Compliance

         The  Development  General  Partner ("DGP) has  implemented a process to
address its Year 2000 compliance  issues.  The process includes (i) an inventory
and assessment of the  compliance of the essential  systems and equipment of the
Fund and of Year 2000 mission  critical  suppliers,  customers,  and other third
parties, (ii) the remediation of non- compliant systems and equipment, and (iii)
contingency  planning.  The DGP is in the process of conducting  its  inventory,
assessment and  remediation  of its  information  technology  ("IT") systems and
equipment  and  non-IT  systems  and  equipment  (embedded  technology)  and has
completed  approximately  90% of  its  internal  inventory  and  assessment  and
approximately 70% of the systems and equipment of critical suppliers,  customers
and other third parties.

         With respect to the Year 2000 compliance of critical third parties, the
Fund  derives a  substantial  portion  of its  revenues  from the  Medicare  and
Medicaid  programs.  Congress'  General  Accounting  Office ("GAO") concluded in
September 1998 that it would be highly  unlikely that all Medicare  systems will
be  compliant  on time to ensure the  delivery  of  uninterrupted  benefits  and
services into the Year 2000. While the Fund does not receive  payments  directly
from  Medicare,  but from  intermediaries,  the GAO statement is  interpreted to
apply as well to these intermediaries. Recently, the HCPA Administrator asserted
that all systems  necessary to make payments to fiscal  intermediaries  would be
compliant.  The  Administrator  provided  further  assurance  that  intermediary
systems would also be compliant  well in advance of the deadline.  Additionally,
most  intermediaries  have  reported  to the Fund that they are  either  already
compliant or will be prior to the end of 1999.  Nonetheless,  the DGP intends to
actively  confirm the Year 2000 readiness  status for each  intermediary  and to
work  cooperatively  to ensure  appropriate  continuing  payments  for  services
rendered to all government-insured patients.

         The  DGP  is  remediating  its  critical  IT  and  non-IT  systems  and
equipment.  The DGP has  also  begun  contingency  planning  in the  event  that
essential  systems and  equipment  fail to be Year 2000  compliant.  The Fund is
planning  to be  Year  2000  compliant  for  all of its  essential  systems  and
equipment by September 30, 1999, although there can be no assurance that it will
achieve its objective by such date or by January 1, 2000, or that such potential
non-compliance  will not have a material  adverse effect on the Fund's business,
financial  condition  or  results of  operations.  In  addition  there can be no
assurance that all of the Fund's critical suppliers and other third parties will
be Year 2000 compliant by January 1, 2000, or that such potential non-compliance
will not have a  material  adverse  effect  on the  Fund's  business,  financial
condition or results of operations.

         The DGP currently  estimates that its aggregate costs directly  related
to Year 2000  compliance  efforts  will be  approximately  $1,400,000,  of which
approximately  $750,000 has been spent  through  March 31, 1999.  The DGP's Year
2000 efforts are ongoing and its overall plan and cost estimations will continue
to evolve, as new information becomes available. The Fund's analysis of its Year
2000 issues is based in part on information  from third party  suppliers;  there
can be no assurance that such information is accurate of complete.

         The failure of the DGP or third parties to be fully Year 2000 compliant
for  essential  systems  and  equipment  by  January  1,  2000  could  result in
interruptions  of normal business work  operations.  The Fund's  potential risks
include (i) the inability to deliver patient care related services in the Fund's
facilities  and/or in  non-affiliated  facilities,  (ii) the delayed  receipt of
reimbursement  from  the  Federal  or  State  governments,  private  payors,  or
intermediaries,  (iii) the  failure  of  security  systems,  elevators,  heating
systems or other operational  systems and equipment of the Fund's facilities and
(iv) the inability to receive critical equipment and supplies from vendors. Each
of these events  could have a material  adverse  affect on the Fund's  business,
results of operations and financial condition.

         Contingency plans for the DGP's Year 2000-related issues continue to be
developed  and  include,  but are not limited to,  identification  of  alternate
suppliers,  alternate  technologies  and alternate  manual  systems.  The DGP is
planning to have contingency plans completed for essential systems and equipment
by June 30,  1999;  however,  there can be no  assurance  that it will meet this
objective by such date or by January 1, 2000.




                                      -11-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Year 2000 Compliance (continued)

         The Year 2000 disclosure set forth above is intended to be a "Year 2000
Statement"  as such term is defined in the Year 2000  Information  and Readiness
Disclosure Act of 1998 (the "Year 2000 Act") and, to the extent such  disclosure
relates to Year 2000  processing of the Fund or to products or services  offered
by the Fund, is also  intended by be "Year 2000  Readiness  Disclosure"  as such
term is defined in the Year 2000 Act.




                                      -12-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                          PART I. FINANCIAL INFORMATION


Item 3.     Quantitative and Qualitative Disclosures About Market Risk

         The market risk  associated  with financial  instruments and derivative
financial and commodity  instruments is the risk of loss from adverse changes in
market prices or rates.  The Fund's market risk arises  primarily  from interest
rate risk relating to its long-term borrowings which bear interest at LIBOR plus
1.55% of a designated  bank.  Long-term  borrowings  are classified as a current
liability  since they have a February 28, 2000 maturity  date. The Fund does not
expect  that it will make  borrowings  under its line of credit  and  intends to
continue  reducing  the  outstanding  balance  of its  long-term  borrowings  in
accordance with its amortization schedule. Assuming that the outstanding balance
were to remain unchanged from that at March 31, 1999 ($23,128,000) a 1% increase
in the  LIBOR  rate  of  interest  would  reduce  the  Fund's  net  earnings  by
approximately $231,000 on an annualized basis.




                           PART II. OTHER INFORMATION




Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities and Use of Proceeds

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

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

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:    None

                  b)  Reports on Form 8-K:     None






                                      -13-

<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:    5/14/99                By:         /s/ John M.  Prugh
                                         John M. Prugh
                                         President and Director
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner




DATE:    5/14/99                By:        /s/ Timothy M.  Gisriel
                                         Timothy M. Gisriel
                                         Treasurer
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner




                                      -14-