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           September 30, 2004

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

For the transition period from                     to


                        Commission file number 000-17596

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


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



   300 East Lombard Street, Suite 1200   Baltimore, Maryland        21202
         (Address of Principal Executive Offices)                 (Zip Code)

      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

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

                Yes                          No     X


<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

              Condensed Consolidated Balance Sheets                        3
              Condensed Consolidated Statements of Earnings                4
              Condensed Consolidated Statement of Partners' Capital        5
              Condensed Consolidated Statements of Cash Flows              6
              Notes to Condensed Consolidated Financial Statements       7-8


     Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations          9-14


     Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk                                        15


    Item 4.   Controls and Procedures15

Part II.   Other Information


     Item 1. through Item 6.                                           15-16

     Signatures                                                           17





<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP





            Cautionary Statement Regarding Forward Looking Statements

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

o    certain statements in "Management's Discussion and Analysis of
     Financial Condition and Results of Operations," such as our ability to
     meet our liquidity needs, scheduled debt and interest payments and
     expected future capital expenditure requirements and the expected
     effects of government regulation on reimbursement for services
     provided; and

o    certain statements in the Notes to Condensed Consolidated Financial
     Statements (Unaudited).

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

Factors that could cause actual results to differ materially include, but are
not limited to the following:

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

o    the expiration of enactments providing for additional governmental funding;

o    efforts of third party payors to control costs;

o    the impact of federal and state regulations;

o    changes in payor mix and payment methodologies;

o    further consolidation of managed care organizations and other third party
     payors;

o    competition in our business;

o    an increase in insurance costs and potential liability for losses not
     covered by, or in excess of, our insurance;

o    competition for qualified staff in the healthcare industry;

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

o    an economic downturn or changes in the laws affecting our business in those
     markets in which we operate.

These risks are described in more detail in our Report on Form 10-K for the
fiscal year ended December 31, 2003.

In addition to these factors and any risks and uncertainties specifically
identified in the text surrounding forward-looking statements, any statements in
this report or the reports and other documents filed by us with the SEC that
warn of risks or uncertainties associated with future results, events or
circumstances also identify factors that could cause actual results to differ
materially from those expressed in or implied by the forward-looking statements.

All subsequent written and oral forward-looking statements attributable to us
or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this report or to reflect the occurrence of unanticipated events, except as may
be required under applicable securities law.

<PAGE>


Part I. Financial Information

Item 1. Financial Statements

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                September 30,
                                                                    2004          December 31,
                                                                 (Unaudited)          2003
                                                              ---------------   ---------------
Assets
Current Assets
<S>                                                           <C>               <C>
   Cash and cash equivalents                                  $        1,324    $        1,141
   Accounts receivable, net                                            6,597             7,248
   Estimated third-party payor settlements                               649               362
   Prepaid expenses and other current assets                             999               806
                                                              ---------------   ---------------
       Total current assets                                            9,569             9,557
                                                              ---------------   ---------------

Property and equipment, net of accumulated depreciation               30,344            31,207
                                                              ---------------   ---------------

Other assets
   Goodwill, net                                                       4,237             4,237
   Loan acquisition costs, net                                           222               322
                                                              ---------------   ---------------
                                                                       4,459             4,559
                                                              ---------------   ---------------


       Total assets                                           $       44,372    $       45,323
                                                              ===============   ===============

Liabilities and Partners' Capital
Current liabilities
   Current portion of long-term debt                          $          753    $          712
   Line of credit                                                        227               227
   Accrued compensation and related costs                                250                83
   Accounts payable and other accrued expenses                         2,121             2,957
   Estimated third party payor settlements                             1,889             1,984
                                                              ---------------   ---------------
       Total current liabilities                                       5,240             5,963
                                                              ---------------   ---------------

Deferred management fee payable                                        1,095             1,063
Loan payable to the Development General Partner                        1,381             1,343
Long-term debt                                                        20,961            21,504
                                                              ---------------   ---------------
                                                                      23,437            23,910
                                                              ---------------   ---------------

Partners' capital
   General partners                                                     (159)             (161)
   Assignee limited partners; 1,540,040
     units issued and outstanding                                     15,854            15,611
                                                              ---------------   ---------------
       Total partners' capital                                        15,695            15,450
                                                              ---------------   ---------------

       Total liabilities and
         partners' capital                                    $       44,372    $       45,323
                                                              ===============   ===============

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       -3-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                  Condensed Consolidated Statements of Earnings
                                   (Unaudited)
                 (Dollars in thousands except per unit amounts)
<TABLE>
<CAPTION>

                                                          Three Months Ended                  Nine Months Ended
                                                  ---------------------------------   ---------------------------------
                                                    September 30,     September 30,     September 30,     September 30,
                                                        2004              2003              2004              2003
                                                  ---------------   ---------------   ---------------   ---------------
Revenues
<S>                                               <C>               <C>               <C>               <C>
   Medicaid and Medicare patients                 $       13,621    $       13,701    $       41,350    $       40,086
   Private patients                                        2,285             2,307             7,273             6,637
   Investment and other income                                40                20                99                55
                                                  ---------------   ---------------   ---------------   ---------------
                                                          15,946            16,028            48,722            46,778
                                                  ---------------   ---------------   ---------------   ---------------

Expenses
   Operating, including $1,066, $2,391, $3,306
       and $7,380 to related parties, respectively        13,106            13,329            40,251            39,491
   Management and administration fees
       to related parties                                    875               880             2,670             2,513
   General and administrative                                349               346               993               722
   Depreciation and amortization                             538               535             1,616             1,559
   Interest expense                                          399               400             1,197             1,256
                                                  ---------------   ---------------   ---------------   ---------------
                                                          15,267            15,490            46,727            45,541
                                                  ---------------   ---------------   ---------------   ---------------

Net earnings                                      $          679    $          538    $        1,995    $        1,237
                                                  ===============   ===============   ===============   ===============


Net earnings per unit of assignee
   limited partnership interest
   (computed based on 1,540,040
    units)                                        $         0.44    $         0.35    $         1.28    $         0.80
                                                  ===============   ===============   ===============   ===============

</TABLE>



      See accompanying notes to condensed consolidated financial statements

                                       -4-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
              Condensed Consolidated Statement of Partners' Capital
                  For the Nine Months Ended September 30, 2004
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             Assignee
                                            General           Limited
                                            Partners          Partners           Total
                                        ---------------   ---------------   ---------------

<S>                                     <C>               <C>               <C>
Balance at December 31, 2003            $         (161)   $       15,611    $       15,450

Net earnings                                        20             1,975             1,995

Distributions to partners                          (18)           (1,733)           (1,750)
                                        ---------------   ---------------   ---------------

Balance at September 30, 2004           $         (159)   $       15,854    $       15,695
                                        ===============   ===============   ===============

</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                       -5-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP

                 Condensed Consolidated Statements of Cash Flows
                     For the Nine Months Ended September 30,
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             2004              2003
                                                                        ---------------   ---------------
Cash flows from operating activities
<S>                                                                     <C>               <C>
   Net earnings                                                         $        1,995    $        1,237
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation and amortization                                             1,616             1,559
       Minority interest in net earnings of operating partnerships                  24                13
       Increase in loan payable to Development General Partner                      38                38
       Increase in deferred management fee payable                                  32                32
       Change in other assets and liabilities
         Accounts receivable                                                       627               582
         Estimated third-party payor settlements                                  (382)              (32)
         Prepaid expenses and other current assets                                (193)             (193)
         Accrued compensation and related costs                                    167               129
         Accounts payable and other accrued expenses                              (836)             (150)
                                                                        ---------------   ---------------

Net cash provided by operating activities                                        3,088             3,215
                                                                        ---------------   ---------------

Cash flows from investing activities
   Additions to property and equipment                                            (653)           (1,247)
                                                                        ---------------   ---------------


Cash flows from financing activities
   Repayment of long-term debt                                                    (502)             (491)
   Loan acquisition costs                                                            -              (227)
   Borrowings under line of credit                                                   -               227
   Distributions to partners                                                    (1,750)           (1,604)
                                                                        ---------------   ---------------

Net cash used in financing activities                                           (2,252)           (2,095)
                                                                        ---------------   ---------------

Net increase (decrease) in cash and cash equivalents                               183              (127)
Cash and cash equivalents
   Beginning of period                                                           1,141               740
                                                                        ---------------   ---------------

   End of period                                                        $        1,324    $          613
                                                                        ===============   ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       -6-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


              Notes to Condensed Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)

NOTE 1 - THE FUND AND BASIS OF PREPARATION

Meridian  Healthcare Growth and Income Fund Limited  Partnership (the Fund)
was  organized  under the laws of the State of  Delaware  and will  continue  to
operate through December 31, 2037, unless terminated sooner under the provisions
of the Partnership Agreement. The Fund's Administrative General Partner is Brown
Healthcare,  Inc.  and  the  Fund's  Development  General  Partner  is  Meridian
Healthcare  Investments,  Inc. Brown Healthcare  Holding Co., Inc. is the Fund's
Assignor Limited Partner. Meridian Healthcare Investments,  Inc. is a subsidiary
of Genesis HealthCare Corporation (Genesis).

The Fund owns 98.99%  limited  partnership  interests  in each of the seven
operating   partnerships.   Brown   Healthcare  Inc.  and  Meridian   Healthcare
Investments Inc. are the general partners of the seven underlying  partnerships.
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 unaudited condensed consolidated financial statements of the
Fund do not include all of the information and note disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America. The unaudited
condensed 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 accompanying unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Fund's Report on Form 10-K for the fiscal year ended
December 31, 2003.

The Fund has made a number of estimates relating to the reporting of assets and
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities to prepare these unaudited condensed consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America. Actual results could differ from those estimates.

NOTE 2 - RELATED PARTY TRANSACTIONS

The Fund is obligated to pay Brown-Healthcare, Inc. (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 Meridian
Healthcare Investments, Inc. (Development General Partner), under the terms of
existing management agreements which provide for management fees equal to 5% of
the annual revenues of each nursing center. During 2003, certain of the
operating partnerships purchased medical supplies and services from affiliates
of the Development General Partner. Such purchases were 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 and nine months ended
September 30, 2004 and 2003 are as follows:
<TABLE>
<CAPTION>
                                                    Three Months Ended                  Nine Months Ended
                                             Sept. 30, 2004    Sept. 30, 2003    Sept. 30, 2004    Sept. 30, 2003
<S>                                            <C>               <C>               <C>              <C>
    Management and administration fees         $ 875,000         $ 880,000         $2,670,000       $2,513,000
*   Drug and medical supplies purchases            -             1,036,000             -             2,758,000
    Nursing and rehabilitation services        1,066,000         1,355,000          3,306,000        4,622,000
    Interest expense on borrowings                24,000            24,000             70,000           70,000
</TABLE>

*As a result of a spin-off transaction completed on December 1, 2003, Genesis is
  no longer affiliated with the Fund's primary supplier of drugs and medical
  supplies. Consequently, such transactions are no longer reflected as related
  party.

                                      -7-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

              Notes to Condensed Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)

NOTE 2 - RELATED PARTY TRANSACTIONS (Continued)

The Development General Partner loaned the Fund $597,000, as required by the
Cash Flow Deficit Guaranty Agreement, to support the operating deficits
generated by the Mooresville, Salisbury and Woodlands nursing centers during
each center's first two years of operations subsequent to the Fund's acquisition
of partnership interests. Loans outstanding under the arrangement, including
accumulated interest from inception of the loan at 9% per annum, were $1,381,000
at September 30, 2004 and $1,343,000 at December 31, 2003. 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.

NOTE 3 - DEBT

On June 12, 2000, the Fund and a commercial bank refinanced mortgage loans
totaling $24,000,000 with a term of five years and an interest rate of 9.75%.
Effective February 1, 2003, the Fund amended the related mortgage loan
agreement. The amendment provides for a term of five years at an interest rate
of 6.5%. Monthly payments of $180,242 are based on a 20-year amortization
schedule with a mandatory prepayment option at the Bank's discretion during the
period between November 1, 2007 through May 1, 2008.

The Fund established a $4,000,000 revolving credit facility with the same
commercial bank. The balance outstanding as of September 30, 2004 and December
31, 2003 was $227,000. Borrowings under the credit facility bear interest at a
floating rate, which equals the announced commercial prime rate. The bank can
renew the credit facility each year for a one-year extension.

The mortgage notes payable are secured by deeds of trust on the related property
and all assets of the Fund. Under the terms of these loan agreements, the
operating partnerships are obligated to conform with specific financial criteria
and are subject to certain other covenants. The partnership is in compliance
with its covenants as of September 30, 2004.

NOTE 4 - CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

The Fund receives revenues from Medicare, Medicaid, private insurance, self-pay
residents, and other third party payors. The Medicaid and Medicare programs are
highly regulated. The failure of the Fund to comply with applicable
reimbursement regulations could adversely affect its business. The Fund monitors
its receivables from third party payor programs and reports such revenues at the
net realizable value expected to be received.

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

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



                                      -8-

<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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



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

Overview

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

     The Fund's objectives are to (i) preserve Investors' capital; (ii) obtain
capital appreciation through increases in the value of the Facilities; and (iii)
provide quarterly cash distributions to Investors from income generated by the
Facilities' operating income, the income taxation of a portion of which is
anticipated to be deferred. The Facilities include four nursing centers located
in Maryland; two nursing centers located in North Carolina and one nursing
center in New Jersey. Each operating partnership owns the real and personal
property of its nursing center facility.

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

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

     The aging of the population and increased life expectancies are the primary
driving forces behind the growth of the Fund's businesses. The Fund's management
believes that positive demographic trends imply that there will be a growing
demand for the services offered by healthcare providers that deliver the most
efficient, responsive, cost effective and high quality eldercare services.
Management of the Fund is continually engaged in various efforts to improve
profitability by focusing on key operational initiatives, including: improving
the quality of the Fund's payor mix, increasing the Fund's rate of occupancy,
improving nursing staff scheduling and retention, reducing reliance on overtime
compensation and temporary nursing agency services, and capitalizing on best
demonstrated practices in various areas of cost control. As a result, the Fund's
management believes the Fund will be well positioned to take advantage of the
favorable demographic and growth trends in its industry.

     Government funded programs, principally Medicaid and Medicare, provide
approximately 85% of the Fund's revenue. Over the past five years, changes in
funding from these government sources has had a significant impact on the Fund's
cash flows and profitability. Through trade and other organizations, the Fund's
manager actively participates in partnership with other healthcare providers to
pursue strategies to minimize any potentially adverse impact of government
funding proposals. The Fund's management believes the continuation of government
funding at levels sufficient to profitably operate the Fund's business is its
greatest financial risk.

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

                                      -9-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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


Liquidity and Capital Resources

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

     The Fund's working capital (excluding the current portion of long-term
debt) increased $776,000 to $5,082,000 at September 30, 2004 as compared to
$4,306,000 at December 31, 2003. The Fund has sufficient liquid assets and other
available credit resources to satisfy its operating expenditures and anticipated
routine capital improvements at each of the seven nursing home facilities.

     Cash flow from operating activities was $3,088,000 for the nine-month
period ended September 30, 2004 as compared to $3,215,000 for the same period of
2003. This decrease in cash flow was due primarily to a larger paydown of
accounts payable and accrued expenses as well as interim payment of $814,000
required by the State of Maryland for Medicaid excesses reimbursements received
by the four Maryland facilities since June 2003.

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

     Cash used in investing activities for the nine-month period ended September
30, 2004 was $653,000 and included improvements to the Fund's seven operating
facilities. Similar improvements made during the first nine months of 2003 were
$1,247,000. The Fund completed approximately $1,200,000 of non-routine capital
improvements to enhance the functionality and marketability of its Maryland
centers in 2003. These improvements were funded from operating cash flow. As a
result, the Fund retains the ability to draw on its line of credit facility to
fund future improvements, as necessary.

     Cash used in financing activities for the nine-month period ended September
30, 2004 included the repayment of long term debt of $502,000 and distributions
to partners totaling $1,750,000.

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

     The Fund also has a $4,000,000 line of credit with the same lender under
terms similar to the mortgage loan terms described above, except that the line
of credit facility requires annual reaffirmation. As of September 30, 2004, the
Fund had borrowed $227,000 under this credit facility.

     Between 1988 and 1989, the Development General Partner loaned the Fund
$597,000 to support operating deficits generated by the Mooresville, Salisbury
and Woodlands nursing centers during each centers' first two years of operation.
Loans outstanding under this arrangement, including interest at 9% per annum,
were $1,381,000 at September 30, 2004 and $1,343,000 at December 31, 2003.

     On November 15, 2004, the Fund will make its third quarter 2004
distribution to partners of $583,000, representing a 6% return. This
distribution will be funded by operating cash flow. The Fund continues to
evaluate the impact of newly enacted Medicaid legislation in North Carolina and
further capital improvement needs at the facilities. As such, future
distributions will be influenced by these considerations.


                                      -10-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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


Revenue Sources

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

     The final fiscal year 2004 prospective payment system rules for skilled
nursing facilities became effective on October 1, 2003. The final rules enhanced
the reimbursement rates for 2004 by increasing base rates by 6.26% (a 3%
increase in the annual update factor and a 3.26% upward adjustment correcting
previous forecast errors). These changes are estimated to have increased
Medicare payment rates per patient day by $19. The final rules also provided for
the continuation through September 30, 2004 of certain payment add-ons that were
authorized in the Balanced Budget Refinement Act to compensate for non-therapy
ancillaries.

     On July 30, 2004, the Centers for Medicare and Medicaid Services (CMS)
published notice of the fiscal year 2005 prospective payment system rates that
will be effective October 1, 2004. The fiscal year 2005 rules provide for a 2.8%
market basket increase. CMS affirms that its contractor, the Urban Institute, is
expected to complete its study of the skilled nursing payment system and that
the study recommendations will be considered as a part of the proposed fiscal
year 2006 rules. The Fund refers to the anticipated refinement to the resource
utilization group classification system as "RUGs refinement". Although the
Fund's management is unable to predict with certainty the impact of RUGs
refinement on the Fund's operating results, it believes RUGs refinement will
result in a significant reduction in the Fund's Medicare revenue and
profitability.

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

     The plight of state governments has helped to elevate issues related to
Medicaid onto the national agenda. Last year, Congress passed temporary relief
to states providing a 2.9% temporary increase in the Federal Medicaid Assistance
Percentage for five quarters estimated to provide states $10 billion in Medicaid
relief. That assistance terminated on June 30, 2004. While legislation has been
introduced in both the U.S. Senate and the U.S. House of Representatives,
prospects for Congress extending the temporary assistance are not encouraging.
Actions to date on state Medicaid budgets affirm that many states are adjusting
state Medicaid spending to reflect the loss of the temporary Federal assistance.

     Among the alternative Medicaid funding approaches that states have explored
are nursing home provider assessments as tools for leveraging increase Medicaid
matching funds. Such initiatives are authorized under the law. Nursing home
provider assessments have been implemented in North Carolina. In June 2004, a
new state law in New Jersey was enacted amending previously enacted provider
assessment laws to overcome Federal approval concerns. New Jersey is revising
its proposed state plan amendments and the state is expected to resubmit its
proposal to CMS in the near future. The Fund's manager has not completed its
evaluation of the financial impact of the provider assessment proposal in New
Jersey, but expects its implementation to have a positive impact on the Fund's
net earnings.

     It is not possible to fully quantify the effect of potential legislative or
regulatory changes, the administration of such legislation or any other
governmental initiatives on the Fund's business. Accordingly, there can be no
assurance that the impact of these changes or any future healthcare legislation
will not further adversely affect the Fund's business. There can be no assurance
that payments under governmental and private third party payor programs will be
timely, will remain


                                      -11-

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


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


Revenue Sources (continued)

at levels comparable to present levels or will, in the future, be sufficient to
cover the costs allocable to patients eligible for reimbursement pursuant to
such programs. The Fund's financial condition and results of operations may be
affected by the reimbursement process, which in the healthcare industry is
complex and can involve lengthy delays between the time that revenue is
recognized and the time that reimbursement amounts are settled.

Results of Operations

Three Months Ended September 30, 2004 vs Three Months Ended September 30, 2003

     Net earnings for the Fund were $679,000 for the three months ended
September 30, 2004 as compared to $538,000 for the same period in fiscal year
2003. The increase in earnings is primarily due to a decrease in operating
costs, partially offset by a decrease in Medicaid and Medicare patients
revenues.

     Overall revenues of $15,946,000 decreased $82,000 or .5% for the three
months ended September 30, 2004 compared to $16,028,000 for the same period in
fiscal year 2003. The decrease in revenue is primarily due to a decrease in
revenues from Medicaid and Medicare patients of $80,000. Medicaid revenue of
$9,852,000 increased $162,000 for the three months ended September 30, 2004
compared to the same period in the prior year. The Medicaid revenue growth is
primarily due to an overall rate increase of 7.4%. This rate increase is driven
primarily by the four Maryland centers, which received their annual Medicaid
rate adjustment in July 2004, and a rate increase effective October 2003 for the
two North Carolina centers. These rate increases are partially offset by a
reduction in the Medicaid census. The average daily Medicaid census decreased by
37 residents or 5.4% for the three months ended September 30, 2004 as compared
to the same period in the prior year. Medicare revenue of $3,769,000 decreased
$242,000 or 6.0% for the three month period ended September 30, 2004 compared to
the same period in fiscal year 2003. This decrease is primarily due to a decline
in the Medicare census, which was partially offset by an increase in the
Medicare rate of 12.7%. The average daily Medicare census decreased 25 residents
or 18.3%.

     Third quarter 2004 expenses of $15,267,000 decreased $223,000 or 1.4% from
$15,490,000 for the three months ended September 30, 2003.

     Operating expenses decreased $223,000 or 1.7% in the third quarter of 2004
as compared to the same period in fiscal year 2003. This decrease is primarily
due to the decreased cost of bad debt expense, nursing services and ancillary
costs, which were partially offset by an increase in property and liability
insurance and state assessment taxes. Bad debt expense of $113,000 decreased
$44,000 for the three month period ended September 30, 2004 compared to the same
period in fiscal year 2003. Nursing costs decreased $68,000 for the three months
ended September 30, 2004 as compared to the same period in fiscal year 2003.
This decrease is primarily due to a decrease in the cost of temporary nurse
staffing, which is partially offset by increases in salary, wages, and employee
benefits. Temporary nurse staffing expense decreased $315,000, while salary,
wages, and employee benefits increased $247,000 for the three months ended
September 30, 2004 compared to the same period in fiscal year 2003. Ancillary
expenses for the three months ended September 30, 2004 decreased $427,000 or
20.0% compared to the same period in fiscal year 2003, which is attributable to
the decline in the Medicare census, whose customers have high ancillary usage.
Property and Liability insurance increased $82,000 for the three months ended
September 30, 2004 as compared to the same period in fiscal year 2003 due to the
annual rate increase effective June. An assessment levied by the state of North
Carolina to patient days effective October 2003 in the amount of $133,000 was
recognized in the third quarter of 2004. The remaining increase in operating
costs is due to general inflationary cost increases.


                                      -12-
<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)

Nine Months Ended September 30, 2004 versus Nine Months Ended September 30, 2003

     Net earnings for the Fund were $1,995,000 for the nine months ended
September 30, 2004 as compared to $1,237,000 for the same period in fiscal year
2003, representing an increase of $758,000 or 61.3 %.

     Overall revenues of $48,722,000 increased $1,944,000 or 4.2 % for the nine
months ended September 30, 2004 compared to $46,778,000 for the same period in
fiscal year 2003. This increase in revenue is primarily due to increases in
revenue from Medicaid and Medicare patients, and revenues from Private patients.
Medicaid and Medicare revenue increased $1,264,000 to $41,350,000 for the nine
month period ended September 30, 2004 compared to the same period in 2003.
Medicaid revenue for the nine months ended September 30, 2004 increased
$1,380,000 compared to the same period in the prior year. This increase is
primarily due to an overall Medicaid rate increase of 8.9%. This rate increase
is driven primarily by the four Maryland centers, which received their annual
Medicaid rate adjustment in July 2004, and a rate increase effective October
2003 for the two North Carolina centers. These rate increases are partially
offset by a reduction in the Medicaid census. The average daily Medicaid census
decreased by 28 residents or 4.0% for the nine months ended September 30, 2004
compared to the same period in the prior year. Medicare revenue decreased
$116,000 or 1.0% for the nine month period ended September 30, 2004 compared to
the same period in fiscal year 2003. This decrease is primarily due to a decline
in the Medicare census, which was partially offset by an increase in the
Medicare rate. The average daily Medicare census decreased 15 residents or
10.7%. Private patients revenue increased $636,000 to $7,273,000 for the nine
months ended September 30, 2004 as compared to the same period in 2003. This
increase is due to growth in the Private and Insurance census, along with an
Insurance rate increase. The Private average daily census for the nine months
ended September 30, 2003 increased 6.5% or 5 residents, and the Insurance
average daily census increased 20.7 % or 5 residents for the nine months ended
September 30, 2004 compared to the same period in fiscal year 2003.

     Overall expenses increased $1,186,000 or 2.6% to $46,727,000 for the nine
months ended September 30, 2004 as compared to $45,541,000 for the same period
in fiscal year 2003.

     Operating expenses increased $760,000 or 1.9% to $40,251,000 for the nine
months ended September 30, 2004 as compared to the same period in fiscal year
2003. This increase is primarily due to the increased cost of nursing services,
state assessment taxes, and property and liability insurance, which is being
partially offset by a decrease in bad debt expense and ancillary costs. Nursing
costs increased $228,000 for the nine months ended September 30, 2004 as
compared to the same period in fiscal year 2003. This increase is primarily due
to increases in salary, wages, and employee benefits, which is partially offset
by a decrease in the cost of temporary nurse staffing. Salary, wage, and
benefits expense for nurses increased $1,579,000, while temporary nurse staffing
expense decreased $1,351,000 for the nine months ended September 30, 2004
compared to the same period in fiscal year 2003. An assessment levied by the
state of North Carolina to patient days effective October 2003 in the amount of
$432,000 was recognized in the nine months ended September 2004. Property and
Liability insurance increased $240,000 for the nine months ended September 30,
2004 as compared to the same period in fiscal year 2003 due to the annual rate
increase effective June. Bad debt expense decreased $396,000 or 55.5% for the
nine months ended September 30, 2004 as compared to the same period in fiscal
year 2003. Ancillary expenses for the nine months ended September 30, 2004
decreased $320,000 or 5.4 % compared to the same period in fiscal 2003, which is
attributable to the decline in the Medicare census whose customers have high
ancillary usage. Salary, wage, and benefits expense for administration, dietary,
housekeeping, laundry, and activities departments increased $ 336,000 for the
nine months ended September 30,2004 as compared to the same period in fiscal
year 2003. The remaining increase in operating costs is due to general
inflationary cost increases.

     Management and administrative fees of $ 2,670,000 increased $157,000 or
approximately 6.2% for the third quarter 2004 compared to the same period in
fiscal year 2003. This increase is due to an increase in the management fee
expense, which is calculated at 5% of the Fund's net revenues.

                                      -13-
<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)

     General and administrative expenses of $993,000 increased $271,000 or 37.5%
in the third quarter of 2004 as compared to the same period in fiscal year 2003.
This increase is primarily due to a change in New Jersey regulations resulting
in a $189,000 reduction of a filing fee expense, which was recorded in the nine
months ended September 30, 2003. Also auditing and legal fees increased $15,000
and $10,000 respectively over the same period in the prior year. The remaining
increase is due to general inflationary cost increases.

     Depreciation and Amortization expense increased $57,000 to $1,616,000 for
the nine months ended September 30, 2004 as compared to the same period in
fiscal year 2003. This increase is primarily due to an increase in depreciation
expense for equipment purchases.

     Interest expense of $1,197,000 decreased $59,000 for the nine months ended
September 30, 2004 as compared to the same period in fiscal year 2003. The
decrease in interest expense is due to the reduction of the interest rate from
9.75% to 6.5% effective February 1, 2003.

Critical Accounting Policies

     We consider an accounting policy to be critical if it is important to our
financial condition and results, and requires significant judgment and estimates
on the part of management in its application. Our critical accounting estimates
and the related assumptions are evaluated periodically as conditions warrant,
and changes to such estimates are recorded as new information or changed
conditions require revision. Application of the critical accounting policies
requires management's significant judgments, often as the result of the need to
make estimates of matters that are inherently uncertain. If actual results were
to differ materially from the estimates made, the reported results could be
materially affected. We believe that the following represents our critical
accounting policies, which are described in our most recent Report on Form 10-K:

o   Allowance for Doubtful Accounts
o   Revenue Recognition

  During the current quarter, we did not make any material changes to our
estimates or methods by which estimates are derived with regard to our critical
accounting policies.



                                      -14-
<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     The Fund has exposure to changing interest rates. At September 30, 2004,
the Fund has $227,000 of debt subject to variable rates of interest. A one
percent increase in such variable rate would result in an increase to the Fund's
interest expense of $2,270 annually.


Item 4.   Controls and Procedures

     Within the 90-day period prior to the filing of the quarterly report, an
evaluation was carried out under the supervision and with the participation of
the Fund's management, including the Chief Executive Officer (or CEO) and Chief
Financial Officer (or CFO), of the effectiveness of our disclosure controls and
procedures. Based on that evaluation, the CEO and CFO have concluded that the
Fund's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Fund in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of their evaluation,
there were no significant changes in the Fund's internal controls or in other
factors that could significantly affect the disclosure controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.



                           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



                                      -15-
<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



Item 6.    Exhibits

        a) Exhibits

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

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

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

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

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

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




                                      -16-
<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:    11/10/04             By:    /s/  John M. Prugh
                                   John M. Prugh
                                   President and Director
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner




DATE:    11/10/04             By:    /s/  Timothy M. Gisriel
                                   Timothy M. Gisriel
                                   Treasurer
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner







                                      -17-
<PAGE>


                                                                  Exhibit 31.1

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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

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

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

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

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

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

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

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

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

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

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

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



Date:    11/8/04                   By:   /s/  George V. Hager, Jr.
                                     George V. Hager, Jr.
                                     Chief Executive Officer
                                     Meridian Healthcare Investments, Inc.
                                     Development General Partner



<PAGE>

                                                                   Exhibit 31.2

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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

I, James V. McKeon, III, certify that:

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

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

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

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

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

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

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

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

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

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


Date:    11/8/04                 By:   /s/  James V. McKeon, III
                                   James V. McKeon, III
                                   Chief Financial Officer
                                   Meridian Healthcare Investments, Inc.
                                   Development General Partner



<PAGE>


                                                                Exhibit 31.3

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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

I, John M. Prugh, certify that:

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

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

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

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

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

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

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

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

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

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



Date:     11/10/04               By:   /s/  John M. Prugh
                                    John M. Prugh
                                    Chief Executive Officer
                                    Brown-Healthcare, Inc.
                                    Administrative General Partner




<PAGE>

                                                                  Exhibit 31.4

                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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

I, Timothy M. Gisriel, certify that:

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

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

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

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

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

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

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

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

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

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


Date:    11/10/04                By:   /s/  Timothy M. Gisriel
                                   Timothy M. Gisriel
                                   Chief Financial Officer
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner



<PAGE>
                                                           Exhibit 32.1


                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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




In connection with the filing of Meridian Healthcare Growth and Income Fund
Limited Partnership's (the "Fund") Quarterly Report on Form 10-Q for the period
ending September 30, 2004 with the Securities and Exchange Commission on the
date hereof (the "Report"), We certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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




Date:    11/8/04                       By:  /s/  George V. Hager, Jr.
                                        George V. Hager, Jr.
                                        Chief Executive Officer
                                        Meridian Healthcare Investments, Inc.
                                        Development General Partner


Date:    11/8/04                       By:  /s/  James V. McKeon, III
                                        James V. McKeon, III
                                        Chief Financial Officer
                                        Meridian Healthcare Investments, Inc.
                                        Development General Partner





<PAGE>
                                                               Exhibit 32.2


                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                               LIMITED PARTNERSHIP

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




In connection with the filing of Meridian Healthcare Growth and Income Fund
Limited Partnership's (the "Fund") Quarterly Report on Form 10-Q for the period
ending September 30, 2004 with the Securities and Exchange Commission on the
date hereof (the "Report"), We certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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




Date:   11/10/04                      By:  /s/  John M. Prugh
                                        John M. Prugh
                                        Chief Executive Officer
                                        Brown-Healthcare, Inc.
                                        Administrative General Partner


Date:    11/10/04                     By:
                                        Timothy M. Gisriel
                                        Chief Financial Officer
                                        Brown-Healthcare, Inc.
                                        Administrative General Partner