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, 2001

{   }  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 September 30, 2001       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        9-12


     Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk                                      13

Part II.   Other Information


     Item 1. through Item 6.                                            13

     Signatures                                                         14




<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP






            Cautionary Statement Regarding Forward Looking Statements



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





                                       -2-

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

<TABLE>
<CAPTION>
                                                               September 30,
                                                                   2001           December 31,
                                                                (Unaudited)           2000
                                                             ----------------   ---------------
Assets
Current Assets
<S>                                                          <C>                <C>
   Cash and cash equivalents                                 $         1,976    $        1,108
   Accounts receivable, net                                            9,467             8,990
   Estimated third-party payor settlements                               549               843
   Prepaid expenses                                                      577               650
                                                             ----------------   ---------------
       Total current assets                                           12,569            11,591
                                                             ----------------   ---------------

Property and equipment, net of accumulated depreciation               32,143            32,934
                                                             ----------------   ---------------
Other assets
   Goodwill, net                                                       4,300             4,490
   Loan acquisition costs, net                                           319               383
                                                             ----------------   ---------------
                                                                       4,619             4,873
                                                             ----------------   ---------------


       Total assets                                          $        49,331    $       49,398
                                                             ================   ===============

Liabilities and Partners' Capital
Current liabilities
   Current portion of long-term debt                         $           464    $          397
   Accrued compensation and related costs                                375             1,055
   Accounts payable and other accrued expenses                         4,688             3,766
   Estimated third  party payor settlements                            2,050             1,328
                                                             ----------------   ---------------
       Total current liabilities                                       7,577             6,546
                                                             ----------------   ---------------

Deferred management fee payable                                          969               937
Loan payable to the Development General Partner                        1,227             1,188
Long-term debt                                                        22,991            23,379
                                                             ----------------   ---------------
                                                                      25,187            25,504
                                                             ----------------   ---------------

Partners' capital
   General partners                                                     (151)             (142)
   Assignee limited partners; 1,540,040
     units issued and outstanding                                     16,718            17,490
                                                             ----------------   ---------------
       Total partners' capital                                        16,567            17,348
                                                             ----------------   ---------------

       Total liabilities and
         partners' capital                                   $        49,331    $       49,398
                                                             ================   ===============

</TABLE>


                 See accompanying notes to financial statements.

                                       -3-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                       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,
                                                         2001               2000              2001               2000
                                                   ----------------   ---------------   ----------------   ---------------
Revenues
<S>                                                <C>                <C>               <C>                <C>
   Medicaid and Medicare patients                  $        12,681    $       11,190    $        35,948    $       33,057
   Private patients                                          2,559             2,870              7,744             7,989
   Investment and other income                                  48                94                138               247
                                                   ----------------   ---------------   ----------------   ---------------
                                                            15,288            14,154             43,830            41,293
                                                   ----------------   ---------------   ----------------   ---------------

Expenses
   Operating, including $2,529,  $2,126,
       $7,163 and $6,206 to related parties                 12,039            11,110             35,474            32,506
   Management and administration fees
       to related parties                                      838               917              2,408             2,679
   General and administrative                                  280               222                752               719
   Depreciation and amortization                               558               544              1,681             1,675
   Interest expense                                            610               614              1,817             1,562
                                                   ----------------   ---------------   ----------------   ---------------
                                                            14,325            13,407             42,132            39,141
                                                   ----------------   ---------------   ----------------   ---------------

Net earnings                                       $           963    $          747    $         1,698    $        2,152
                                                   ================   ===============   ================   ===============


Net earnings per unit of assignee
   limited partnership interest-basic
   (computed based on 1,540,040
    units)                                         $          0.62    $         0.48    $          1.09    $         1.38
                                                   ================   ===============   ================   ===============
</TABLE>




                 See accompanying notes to financial statements

                                       -4-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                  Consolidated Statements of Partners' Capital
              For the Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)
                              Dollars in thousands

<TABLE>
<CAPTION>
                                                                      Assignee
                                                    General            Limited
                                                    Partners          Partners            Total
                                                ---------------   ----------------   ---------------
<S>                                             <C>               <C>                <C>
Balance at December 31, 2000                    $         (142)   $        17,490    $       17,348

Net earnings                                                17              1,681             1,698

Distributions to partners                                  (25)            (2,454)           (2,479)
                                                ---------------   ----------------   ---------------

Balance at September 30, 2001                   $         (151)   $        16,718    $       16,567
                                                ===============   ================   ===============





Balance at December 31, 1999                    $         (132)   $        18,504    $       18,372

Net earnings                                                22              2,130             2,152

Distributions to partners                                  (25)            (2,454)           (2,479)
                                                ---------------   ----------------   ---------------

Balance at September 30, 2000                   $         (135)   $        18,180    $       18,045
                                                ===============   ================   ===============
</TABLE>


                 See accompanying notes to financial statements

                                       -5-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP
                      Consolidated Statements of Cash Flows
                     For the Nine Months Ended September 30,
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                  2001               2000
                                                                            ----------------   ---------------
Cash flows from operating activities
<S>                                                                         <C>                <C>
   Net earnings                                                             $         1,698    $        2,152
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation and amortization                                                  1,681             1,675
       Minority interest in net earnings of operating partnerships                       20                24
       Increase in loan payable to Development General Partner                           39                39
       Increase in deferred management fee payable                                       32                33
       Change in other assets and liabilities
         Accounts receivable                                                           (495)           (1,039)
         Estimated third-party payor settlements                                      1,016              (597)
         Prepaid expenses                                                                73              (270)
         Accrued compensation and related costs                                        (680)             (205)
         Accounts payable and other accrued expenses                                    922             1,343
                                                                            ----------------   ---------------

Net cash provided by operating activities                                             4,306             3,155
                                                                            ----------------   ---------------

Cash flows from investing activities-
   additions to property and equipment                                                 (638)             (836)
                                                                            ----------------   ---------------


Cash flows from financing activities
   Deferred financing fees                                                                -               (84)
   Loan acquisition costs                                                                 -              (429)
   Net proceeds from issuance of long-term debt                                           -            24,000
   Repayment of long-term debt                                                         (321)          (22,733)
   Distributions to partners                                                         (2,479)           (2,479)
                                                                            ----------------   ---------------

Net cash used in financing activities                                                (2,800)           (1,725)
                                                                            ----------------   ---------------

Net increase in cash and cash equivalents                                               868               594
Cash and cash equivalents
   Beginning of period                                                                1,108             2,511
                                                                            ----------------   ---------------

   End of period                                                            $         1,976    $        3,105
                                                                            ================   ===============
</TABLE>




                 See accompanying notes to financial statements.

                                       -6-

<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (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 accounting principles generally accepted in the
United States of America. 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 2000 Annual Report.

NOTE 2 - RELATED PARTY TRANSACTIONS

On October 2, 2001, Genesis Health Ventures, Inc. (Genesis) and certain of its
subsidiaries and affiliates emerged from Chapter 11 Bankruptcy protection
pursuant to a plan of reorganization approved by the U.S. Bankruptcy Court in
Wilmington, Delaware. Certain subsidiaries of Genesis manage the Fund's Nursing
Centers, and provide the centers with drugs, medical supplies and other
services. The Genesis Bankruptcy filing has had no impact on the Fund's
operations, results of operations, or financial position.

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% in
2001 and 6% in 2000 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 and nine months ended
September 30, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>
                                                    Three Months Ended                  Nine Months Ended
                                             Sept. 30, 2001    Sept. 30, 2000    Sept. 30, 2001    Sept. 30, 2000

<S>                                            <C>               <C>               <C>              <C>
    Management and administration fees         $ 838,000         $ 917,000         $2,408,000       $2,679,000
    Drug and medical supplies purchases        1,095,000           898,000          3,191,000        2,621,000
    Nursing and rehabilitation services        1,434,000         1,228,000          3,972,000        3,585,000
    Interest expense on borrowings                24,000            23,000             67,000           72,000
</TABLE>


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 Moorsesville, 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 an arrangement, including
accumulated interest from inception of the loan at 9% per annum, were $1,227,000
at September 30, 2001 and $1,188,000 at December 31, 2000. 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.

                                      -7-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (Unaudited)


NOTE 3 - DEBT

The Fund closed its mortgage loan refinancing with a new bank for loans totaling
$24,000,000 on June 12, 2000. The renewal terms became effective on June 12,
2000 and provide for a term of five years at an interest rate of 9.75%. Monthly
payments of $229,886 are based on a 25-year amortization schedule with a balloon
payment due at the end of the 5-year term. Prior to the effective date of the
new loan terms on June 12, 2000, the mortgage loans bore interest at LIBOR plus
1.55%.

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

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

     The Fund closed its mortgage loan refinancing with a new bank for loans
totaling $24,000,000 on June 12, 2000. The renewal terms became effective on
June 12, 2000 and provide for a term of five years at an interest rate of 9.75%.
Monthly payments are based on a 25-year amortization schedule with a balloon
payment due at the end of the 5-year term.

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

     The Fund's working capital (excluding the current portion of long-term
debt) increased $446,000 to $5,456,000 at September 30, 2001 as compared to
$5,010,000 at June 30, 2001. The Fund has sufficient liquid assets and other
available credit resources to satisfy its operating expenditures and anticipated
routine capital improvements at each of the seven nursing home facilities.

     Cash flow from operating activities was $4,306,000 for the nine-month
period ended September 30, 2001 as compared to $3,155,000 for the same period of
2000.

     Cash used from investing activities for the nine-month period ended
September 30, 2001 was $638,000 and included improvements to the Fund's seven
operating facilities. Similar improvements made during the first nine months of
2000 were $836,000.

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

     Between 1988 and 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 $1,227,000 at September 30, 2001.

     On November 15, 2001 the Fund will make its third quarter 2001 distribution
to partners of $826,410. This distribution will be fully funded by third quarter
operations. Based upon a review of the remainder of the 2001 budget, we expect
that operations from the seven nursing centers will be sufficient to fund a
similar distribution during the fourth quarter. Preliminary discussions
regarding 2002 operations would indicate a similar quarterly distribution policy
next year.

     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.


Results of Operations

Three Months Ended September 30,2001 versus Three Months Ended September 30,2000

     Net earnings for the Fund were $963,000 for the three months ended
September 30, 2001 as compared to $747,000 for the same period in fiscal year
2000. The increase in earnings is primarily due to increased revenues for
Medicaid and Medicare patients.

     Overall revenues of $15,288,000 increased $1,134,000 or 8.0% for the three
months ended September 30, 2001 compared to the same period in fiscal year 2000.
The increase in revenue is primarily due to an increase in revenues from
Medicaid and Medicare patients of $1,491,000, which was partially offset by a
decrease in Private Patient and investment and other income revenue. Medicaid
revenue increased $573,000 and Medicare revenue increased $918,000 for the three
months ended September 30, 2001 compared to the same period in the prior year.
The growth in Medicaid revenue is primarily due to an overall Medicaid rate
increase of approximately 6.8% driven primarily by the four Maryland

                                      -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 (continued)

centers, which received their annual Medicaid rate adjustment in July 2001. The
Medicare increase in revenue is primarily due to a rate increase of 4.6% and an
increase in the average daily Medicare census of 18.2% or 21.9 customers.
Private Patient revenue decreased $311,000 due to a decrease in Private and
Insurance customers. Investment and other income decreased $46,000 in the third
quarter of 2001 as compared to the same period in fiscal year 2000 due primarily
to a decrease in interest income.

     Third quarter 2001 expenses of $14,325,000 increased $918,000 or 6.8% from
the three months ended September 30, 2000.

     Operating expenses increased $929,000 or 8.4% in the third quarter of 2001
as compared to the same period in fiscal year 2000. This increase is primarily
due to the increased cost of nursing services and ancillary costs. Nursing costs
increased $499,000 for the three months ended September 30, 2001 as compared to
the same period in fiscal year 2000. This increase is primarily due to increases
in salary, wages, employee benefits, and an increase in the utilization of
temporary nurse staffing, which is being driven by the strong market demand for
nursing personnel. Salary, wage, and benefits expense for nurses increased
$339,000 and temporary nurse staffing expense increased $160,000 for the three
months ended September 30, 2001 compared to the same period in fiscal year 2000.
Third quarter ancillary expenses increased $202,000 or 11.7% for the three
months ended September 30, 2001 as compared to the same period in fiscal year
2000. This increase is primarily due to higher ancillary utilization and the
increased utilization of Medicare Part B ancillary services. The remaining
increase in operating costs is due to general inflationary cost increases.

     Management and administrative fees of $838,000 decreased $79,000 or
approximately 8.6% for the third quarter 2001 compared to the same period in
fiscal year 2000. This decrease is due to an amendment to the management
agreement effective January 1, 2001, which reduced the management fee from 6% to
5% of net patient service revenue.

Nine Months Ended September 30, 2001 versus Nine Months Ended September 30, 2000

     Net earnings for the Fund were $1,698,000 for the nine months ended
September 30, 2001 as compared to $2,152,000 for the same period in fiscal year
2000, representing a decrease of $454,000 or 21.1%. The decrease in earnings is
primarily due to increased operating costs of the Fund and an increase in
interest expense due to refinancing, which took place in June 2000.

     Overall revenues of $43,830,000 increased $2,537,000 or 6.1% for the nine
months ended September 30, 2001 as compared to the same period in fiscal year
2000. This increase in revenue is primarily due to increases in revenue from
Medicaid and Medicare patients. Medicaid and Medicare revenue increased
$2,891,000 to $35,948,000 for the nine month period ended September 30, 2001
compared to the same period in 2000. Medicaid revenue for the nine months ended
September 30, 2001 increased $1,548,000 compared to the same period in the prior
year. This increase is primarily due to an overall Medicaid rate increase of
approximately 8.3% driven primarily by the four Maryland centers, which received
their annual Medicaid rate adjustment in July 2001. Medicare revenue increased
$1,343,000 or 12.2% for the nine month period ended September 30, 2001 compared
to the same period in fiscal year 2000. The increase in Medicare revenue is
primarily due to an increase in the Medicare census and the increased
utilization of Medicare Part B services. The Medicare average daily census
increased by 9.2 customers or 7.1% for the nine months ended September 30, 2001
compared to the nine months ended September 30, 2000. Medicare Part B revenue
increased $212,376 or 45.6% due to an increase in Part B utilization. Investment
and other income decreased $109,000 for the nine months ended September 30, 2001
compared to the same period in fiscal year 2000 due primarily to a decrease in
interest income.

     Overall expenses increased $2,991,000 or 7.6% to $42,132,000 for the nine
months ended September 30, 2001 as compared to $39,141,000 for the same period
in fiscal year 2000.

                                      -10-

<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)

     Operating expenses increased $2,968,000 or 9.1% to $35,474,000 for the nine
months ended September 30, 2001 as compared to the same period in fiscal year
2000. This increase is primarily due to the increased cost of nursing services
and ancillary costs. Nursing costs increased $1,628,000 for the nine months
ended September 30, 2001 as compared to the same period in fiscal year 2000.
This increase is primarily due to increases in salary, wages, employee benefits,
and an increase in the utilization of temporary nurse staffing, which is being
driven by the strong market demand for nursing personnel. Salary, wage, and
benefits expense for nurses increased $1,228,000,and temporary nurse staffing
expense increased $400,000 for the nine months ended September 30, 2001 compared
to the same period in fiscal year 2000. Ancillary expenses increased $559,000 or
10.8% for the nine months ended September 30, 2001 compared to the same period
in fiscal year 2000. This increase is primarily due to the increase in Medicare
census and the increase utilization of Part B ancillary services. The remaining
increase in operating costs is due to general inflationary cost increases.

     Management and administrative fees of $2,408,000 decreased $271,000 or
approximately 10.1% for the nine months ended September 30, 2001 compared to the
same period in fiscal year 2000. This decrease is due to an amendment to the
management agreement effective January 1, 2001, which reduced the management fee
from 6% to 5% of net patient service revenue.

     Interest expense for the nine months ended September 30, 2001 increased
$255,000 compared to the same period in fiscal year 2000. This increase is due
to refinancing of the mortgage increasing the beginning principal balance to
$24,000,000 at an interest rate of 9.75% effective June 12, 2000.

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 review of eldercare centers of
other providers. There can be no assurances that adjustments from Medicare of
Medicaid audits will not have a material adverse effect on the Fund.

     On December 15, 2000, Congress passed the Benefit Improvement and
Protection Act of 2000 that, among other provisions, increases the nursing
component of Federal PPS rates by approximately 16.7% for the period from April
1, 2001 through September 30, 2002.

Recently Issued Accounting Pronouncements

     In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. Statement 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. Statement 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment.

                                      -11-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP

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


Recently Issued Accounting Pronouncements (continued)

     The Company is required to adopt the provisions of Statement 141
immediately, except with regard to business combinations initiated prior to July
1, 2001, and Statement 142 effective January 1, 2002. Furthermore, any goodwill
and any intangible asset determined to have an indefinite useful life that are
acquired in a purchase business combination completed after June 30, 2001 will
not be amortized, but will continue to be evaluated for impairment in accordance
with the appropriate pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.

         As of the date of adoption, the Partnership expects to have unamortized
goodwill in the amount of $4,237,000 which will be subject to the transition
provisions of statement 142. Amortization expense related to goodwill was
$63,000 and $63,000 for the three-month periods ended September 30, 2001 and
2000 respectively. Amortization expense related to goodwill was $190,000 and
$190,000 for the nine-month period ended September 30, 2001 and 2000,
respectively.

     FASB Statement No. 143, Accounting for Asset Retirement Obligations
(Statement No. 143), which was released in August 2001, addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and for the associated asset retirement costs.
Statement No. 143 requires an enterprise to record the fair value of an asset
retirement obligation as a liability in the period in which it incurs a legal
obligation associated with the retirement of tangible long-lived assets that
result from the acquisition, construction, development and or normal use of the
assets. The enterprise also is to record a corresponding increase to the
carrying amount of the related long-lived asset (i.e., the associated asset
retirement costs) and to depreciate that cost over the life of the asset. The
liability is changed at the end of each period to reflect the passage of time
(i.e., accretion expense) and changes in the estimated future cash flows
underlying the initial fair value measurement. Because of the extensive use of
estimates, most enterprises will record a gain or loss when they settle the
obligation. The Company is required to adopt Statement No. 143 for its fiscal
year beginning January 1, 2003.

     On October 3, 2001, the Financial Accounting Standards Board issued FASB
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (Statement No. 144), which addresses financial accounting and reporting
for the impairment or disposal of long-lived assets. While Statement No. 144
supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, it retains many of the
fundamental provisions of that Statement.

     Statement No. 144 also supersedes the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations--Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment of
a business. However, it retains the requirement in Opinion 30 to report
separately discontinued operations and extends that reporting to a component of
an entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. Statement No. 144 is
effective for the Company for fiscal years beginning after December 15, 2001 and
interim periods within those fiscal years.


                                      -12-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



                          PART I. FINANCIAL INFORMATION


Item 3.     Quantitative and Qualitative Disclosures About Market Risk

     The Fund has exposure to changing interest rates and is currently not
engaged in hedging activities. Interest on the Fund's 23.5 million mortgage is
at a fixed rate of 9.75%.





                           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)  Reports on Form 8-K:     None



                                      -13-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                   SIGNATURES




Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                     MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                                                  LIMITED PARTNERSHIP




DATE:      11/14/01                  By:    /s/  John M. Prugh
                                     John M. Prugh
                                     President and Director
                                     Brown-Healthcare, Inc.
                                     Administrative General Partner




DATE:      11/14/01                  By:   /s/  Timothy M. Gisriel
                                     Timothy M. Gisriel
                                     Treasurer
                                     Brown-Healthcare, Inc.
                                     Administrative General Partner











                                      -14-