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, 2000

{   }  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, 2000       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 Earnings                              4
              Consolidated Statements of Partners' Capital                     5
              Consolidated Statements of Cash Flows                            6
              Notes to Consolidated Financial Statements                     7-8


     Item 2.  Management's Discussion and Analysis of

                 Financial Condition and Results of Operations              9-11


     Item 3.  Quantitative and Qualitative Disclosures

                 About Market Risk                                            12

Part II.   Other Information

     Item 1. through Item 6.                                                  12

     Signatures                                                               13







<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-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                           Consolidated Balance Sheets

                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                    March 31,
                                                                      2000           December 31,
                                                                   (Unaudited)           1999
                                                                ----------------   ----------------
Assets
Current Assets

<S>                                                             <C>                <C>
    Cash and cash equivalents                                   $         1,871    $         2,511
    Accounts receivable, net                                              7,975              7,224
    Estimated third-party payor settlements                                 162                342
    Prepaid expenses                                                        512                478
                                                                ----------------   ----------------
       Total current assets                                              10,520             10,555
                                                                ----------------   ----------------

Property and equipment, net of accumulated depreciation                  33,138             33,346
                                                                ----------------   ----------------

Other assets

    Deferred financing fees, net                                             56                  -
    Goodwill, net                                                         4,681              4,745
                                                                ----------------   ----------------
                                                                          4,737              4,745
                                                                ----------------   ----------------


       Total assets                                             $        48,395    $        48,646
                                                                ================   ================

Liabilities and Partners' Capital
Current liabilities

    Current portion of long-term debt                           $        22,482    $        22,605
    Accrued compensation and related costs                                  428                778
    Accounts payable and other accrued expenses                           3,546              2,926
    Estimated third  party payor settlements                              1,819              1,934
                                                                ----------------   ----------------
       Total current liabilities                                         28,275             28,243
                                                                ----------------   ----------------

Deferred management fee payable                                             906                894
Loan payable to the Development General Partner                           1,150              1,137
                                                                ----------------   ----------------
                                                                          2,056              2,031
                                                                ----------------   ----------------

Partners' capital

    General partners                                                       (135)              (132)
    Assignee limited partners; 1,540,040
     units issued and outstanding                                        18,199             18,504
                                                                ----------------   ----------------
       Total partners' capital                                           18,064             18,372
                                                                ----------------   ----------------

       Total liabilities and

         partners' capital                                      $        48,395    $        48,646
                                                                ================   ================


</TABLE>

           See accompanying notes to consolidated financial statements

                                       -3-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                      Consolidated Statements of Earnings
                      For the three months ended March 31,
                                   (Unaudited)
                 (Dollars in thousands except per unit amounts)
<TABLE>
<CAPTION>

                                                            2000               1999
                                                      ----------------   ----------------

Revenues

<S>                                                   <C>                <C>
    Medicaid and Medicare patients                    $        10,767    $         9,736
    Private patients                                            2,501              2,536
    Investment and other income                                    70                 35
                                                      ----------------   ----------------
                                                               13,338             12,307
                                                      ----------------   ----------------

Expenses

    Operating, including $2,092 and
     $1,279 to related parties                                 10,739              9,550
    Management and administration fees
     to related parties                                           866                800
    General and administrative                                    221                251
    Depreciation and amortization                                 546                497
    Interest expense                                              448                415
                                                      ----------------   ----------------
                                                               12,820             11,513
                                                      ----------------   ----------------
Net earnings                                          $           518    $           794
                                                      ================   ================




Net earnings per unit of assignee
    limited partnership interest - basic              $          0.33    $          0.51
    (computed based on 1,540,040 units)               ===============    ===============


</TABLE>

           See accompanying notes to consolidated financial statements

                                       -4-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                  Consolidated Statements of Partners' Capital
               For the Three Months Ended March 31, 2000 and 1999
                                   (Unaudited)
                              Dollars in thousands
<TABLE>
<CAPTION>

                                                               Assignee
                                             General            Limited

                                            Partners           Partners             Total
                                        ----------------   ----------------   ----------------

<S>                                     <C>                <C>                <C>
Balance at December 31, 1999            $          (132)   $        18,504    $        18,372

Net earnings                                          5                513                518

Distributions to partners                            (8)              (818)              (826)
                                        ----------------   ----------------   ----------------

Balance at March 31, 2000               $          (135)   $        18,199    $        18,064
                                        ================   ================   ================





Balance at December 31, 1998            $          (128)   $        18,941    $        18,813

Net earnings                                          8                786                794

Distributions to partners                            (8)              (818)              (826)
                                        ----------------   ----------------   ----------------

Balance at March 31, 1999               $          (128)   $        18,909    $        18,781
                                        ================   ================   ================


</TABLE>

           See accompanying notes to consolidated financial statements

                                       -5-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP
                     Consolidated Statements of Cash Flows
                      For the Three Months Ended March 31,
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                            2000               1999
                                                                      ----------------   ----------------
Cash flows from operating activities
<S>                                                                   <C>                <C>
    Net earnings                                                      $           518    $           794
    Adjustments to reconcile net earnings to net
     cash provided by operating activities
       Depreciation and amortization                                              546                497
       Minority interest in net earnings of operating
         partnerships                                                               5                  9
       Increase in loan payable to Development General Partner                     13                 13
       Increase in deferred management fee payable                                 12                 12
       Change in other assets and liabilities
         Accounts receivable                                                     (756)              (433)
         Estimated third-party payor settlements                                   65                495
         Prepaid expenses                                                         (34)               107
         Accrued compensation and related costs                                  (350)              (340)
         Accounts payable and other accrued expenses                              621             (1,462)
                                                                      ----------------   ----------------

Net cash provided by operating activities                                         640               (308)
                                                                      ----------------   ----------------

Cash flows from investing activities-
    additions to property and equipment                                          (247)              (213)
                                                                      ----------------   ----------------


Cash flows from financing activities
    Deferred financing fees                                                       (84)                 -
    Repayment of long-term debt                                                  (123)              (208)
    Distributions to partners                                                    (826)                 -
                                                                      ----------------   ----------------

Net cash used in financing activities                                          (1,033)              (208)
                                                                      ----------------   ----------------

Net decrease in cash and cash equivalents                                        (640)              (729)
Cash and cash equivalents
    Beginning of period                                                         2,511              2,928
                                                                      ----------------   ----------------

    End of period                                                     $         1,871    $         2,199
                                                                      ================   ================


</TABLE>

           See accompanying notes to consolidated financial statements

                                       -6-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                 March 31, 2000
                                   (Unaudited)


NOTE 1 - THE FUND AND BASIS OF PREPARATION

The  Fund  owns  98.99%  limited  partnership  interests  in each  of the  seven
operating  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 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 1999 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,
2000 and 1999 are as follows:

                                                 2000              1999

    Management and administration fees        $ 866,000         $ 800,000
    Drug and medical supplies purchases         887,000           610,000
    Nursing and rehabilitation services       1,205,000           669,000
    Interest expense on borrowings               25,000            23,000

Loans outstanding  under an arrangement with the Development  General Partner to
fund operating  deficits  generated by the Mooresville,  Salisbury and Woodlands
nursing centers were $1,150,000 at March 31, 2000 and $1,137,000 at December 31,
1999.

NOTE 3 - DEBT

Effective  February 28,  1998,  the Fund  renewed it  $4,000,000  line of credit
agreement  which is designated for working capital needs and issuance of letters
of credit.  This agreement expired on February 28, 2000.  Effective February 28,
2000,  the Fund  extended its line of credit  through May 31, 2000 at which time
any and all outstanding  borrowings under the agreement  become due.  Borrowings
are secured  primarily by the accounts  receivable of the Fund. Any  outstanding
cash  borrowings  under the facility  bear  interest  based on a LIBOR rate plus
1.55%.  There were no borrowings or letters of credit  outstanding  at March 31,
2000.

Effective February 28, 1998, the Fund refinanced all existing  mortgages.  Under
the terms of the  refinancing,  the  mortgages  matured on  February  28,  2000.
Effective  February 28, 2000, the Fund extended all existing  mortgages  through
May 31,  2000.  The  mortgages  bear  interest at LIBOR plus  1.55%.  The Fund's
managers  have secured a new long-term  commitment  from a bank to refinance the
existing indebtedness, as well as the Fund's $4,000,000 line of credit (which is
designated  for working  capital needs and is secured  primarily by the accounts
receivable of the Fund).  The Fund's managers believe the refinancing will close
prior to the May 31, 2000 maturity date.

                                       -7-


<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                 March 31, 2000
                                   (Unaudited)


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.



                                       -8-


<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

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

     The Fund's working capital (excluding long-term debt) decreased $190,000 to
$4,727,000 at March 31, 2000 as compared to $4,917,000 at December 31, 1999. The
Fund has classified  its long-term debt as a current  liability on the March 31,
2000 balance sheet as a result of its May 31, 2000 maturity  date.  The Fund has
sufficient  liquid assets and other  available  credit  resources to satisfy its
operating  expenditures and anticipated routine capital  improvements at each of
the seven nursing home facilities.

     Cash flow from operating activities was $640,000 for the three-month period
ended March 31, 2000 as compared to ($308,000)  for the same period of 1999. The
primary  reason for the rise in cash flow was due to an increase in payables and
accrued expenses during 2000 versus a reduction during the same period of 1999.

     Cash used in investing  activities for the  three-month  period ended March
31, 2000 was $247,000 and included  improvements  to the Fund's seven  operating
facilities.  Similar  improvements  made  during the first  quarter of 1999 were
$213,000.

     Cash used in financing activities during the first quarter of 2000 included
repayment of long term debt of $123,000,  an extension  fee paid to its existing
lender of $84,000 and distributions to partners totaling $826,000.

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

     Between  1988 and 1999 the  Development  General  Partner  loaned  the Fund
$597,000 to support operating deficits  generated by the Mooresville,  Salisbury
and Woodlands nursing centers during each centers' first two years of operation.
Loans outstanding under this  arrangement,  including  interest at 9% per annum,
were  $1,150,000  at March 31, 2000.  The Fund is obligated to repay these loans
when certain  financial  criteria are met, the most  significant of which is the
payment of a preferred return to the assignee limited partners as defined in the
Fund's partnership agreement.

     On or about  May 15,  2000 the  Fund  will  make  its  first  quarter  2000
distribution  to partners of  $826,410.  This  distribution  was funded by first
quarter 2000 operations and reserves of  approximately  $197,000.  Review of the
2000  budget  suggests  operations  from  the  seven  nursing  centers  will  be
sufficient to fund a similar quarterly distribution throughout the year.

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

                                       -9-


<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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


Results of Operations

     Net  earnings  for the Fund were  $518,000 for the three months ended March
31, 2000 as compared to $794,000  for the same period in 1999.  The  decrease in
earnings is primarily due to increased operating costs of the Fund.

     Overall revenue of $13,338,000  increased $1,031,000 or 8.37% for the three
months ended March 31, 2000 compared to the same period in 1999. The increase in
revenue is primarily due to increases in Medicaid and Medicare revenue. Medicaid
and Medicare revenue  increased  $1,031,000 to $10,767,000 for the first quarter
of 2000  compared to the first quarter of 1999.  Medicaid  revenue for the three
months ended March 31, 2000  increased  $422,000  compared to the same period in
the prior  year.  The  increase is  primarily  due to an overall  Medicaid  rate
increase of 10.4% driven  primarily by the four Maryland  centers which received
their annual  Medicaid rate  adjustment in July 1999 and a second  Medicaid rate
increase in October 1999, which was implemented to reflect a modification to the
State reimbursement program. Medicare A revenue of $3,409,000 increased $517,000
or 18% for the three month  period  ended  March 31,  2000 as compared  the same
period in 1999.  The  increase in  Medicare  revenue is due to the growth in the
Medicare census. The average daily Medicare census increased twenty residents or
18% to 131 or 12.8% of the total  census for the three  months  ended  March 31,
2000  compared to 111 or 10.5% of the total  census for the same period in 1999.
Medicare Part B revenue of $133,000  increased  $92,000 for the first quarter of
2000 compared to the first quarter of 1999 due to increased  utilization of Part
B services.

     Operating costs increased $1,189,000 or 12.45% in the first quarter of 2000
as compared to the same period in 1999. Increased utilization of temporary nurse
staffing and increased  ancillary expenses were the primary  contributors to the
overall  growth in  operating  costs.  For the three months ended March 31, 2000
temporary nurse staffing expense of $425,000  increased $420,000 compared to the
same period in 1999. The utilization of temporary  staffing  agencies to provide
nursing  personnel was necessary due to a general  shortage of nurses within the
healthcare  industry.  First quarter 2000 ancillary  expenses increased $515,000
over similar costs  incurred  during the first quarter of 1999.  The increase in
ancillary  expense is primarily due to the growth in the Medicare census and the
increased  utilization  of Medicare Part B services.  The remaining  increase in
cost is primarily due to general inflationary cost increases.

     Management and administrative fees to related parties of $866,000 increased
$66,000 for the first quarter of 2000  compared to the same period in 1999.  The
growth in these fees is primarily due to increased  management fee expense.  The
growth in  management  fee is a result of  increases  in  revenues as the fee is
calculated as a percentage of the Fund's revenue.

     Depreciation and amortization expense increased $49,000 to $546,000 for the
three  months  ended  March 31,  2000 as  compared  to the same  period in 1999.
Amortization  expense  increased  $28,000 to recognize the  amortization  of the
mortgage  extension  fee.  Depreciation  expense  increased  $21,000  due to the
depreciation of the capital improvements made to the facilities.

     Interest  expense  for the  first  quarter  of 2000  increased  $33,000  in
comparison  to the same  period in 1999.  The  increase  is the result of higher
variable interest rates on the Fund's mortgage notes.

                                      -10-


<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

     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.


                                      -11-


<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.  Borrowings are  classified as a current  liability
since they have a May 31, 2000  maturity  date.  Assuming  that the  outstanding
balance  were to remain  unchanged  from that at March 31, 2000 a 1% increase in
the LIBOR rate of interest would reduce the Fund's net earnings by approximately
$225,000 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:    Financial Data Schedule

                  b)  Reports on Form 8-K:     None






                                      -12-


<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:    5/12/00                By:         /s/ John M.  Prugh
                                         John M. Prugh

                                         President and Director
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner

DATE:    5/12/00                By:        /s/ Timothy M.  Gisriel
                                         Timothy M. Gisriel
                                         Treasurer
                                         Brown-Healthcare, Inc.
                                         Administrative General Partner



                                      -14-