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                June 30, 2005

 {   }  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           7-9


     Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             10-16


     Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk                                            17


    Item 4.   Controls and Procedures17

Part II.   Other Information


     Item 1. through Item 6.                                               17-18

     Signatures                                                               19



<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, 2004.

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.


                                      -2-

<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>
                                                                 June 30,
                                                                   2005          December 31,
                                                               (Unaudited) 2004
                                                             ---------------   ---------------
Assets
Current Assets
<S>                                                          <C>               <C>
   Cash and cash equivalents                                 $        2,518    $        1,647
   Accounts receivable, net                                           6,547             6,947
   Estimated third-party payor settlements                               65               268
   Prepaid expenses and other current assets                            525               827
                                                             ---------------   ---------------
       Total current assets                                           9,655             9,689
                                                             ---------------   ---------------

Property and equipment, net of accumulated depreciation              29,587            30,359
                                                             ---------------   ---------------

Other assets
   Goodwill, net                                                      4,237             4,237
   Loan acquisition costs, net                                          122               189
                                                             ---------------   ---------------
                                                                      4,359             4,426
                                                             ---------------   ---------------

       Total assets                                          $       43,601    $       44,474
                                                             ===============   ===============

Liabilities and Partners' Capital
Current liabilities
   Current portion of long-term debt                         $          790    $          765
   Line of credit                                                         -               227
   Accrued compensation and related costs                                35                50
   Accounts payable and other accrued expenses                        2,233             2,002
   Estimated third party payor settlements                            1,712             1,643
                                                             ---------------   ---------------
       Total current liabilities                                      4,770             4,687
                                                             ---------------   ---------------

Deferred management fee payable                                       1,126             1,105
Loan payable to the Development General Partner                       1,393             1,367
Long-term debt                                                       20,327            20,779
                                                             ---------------   ---------------
                                                                     22,846            23,251
                                                             ---------------   ---------------

Partners' capital
   General partners                                                    (156)             (150)
   Assignee limited partners; 1,540,040
     units issued and outstanding                                    16,141            16,686
                                                             ---------------   ---------------
       Total partners' capital                                       15,985            16,536
                                                             ---------------   ---------------
       Total liabilities and
         partners' capital                                   $       43,601    $       44,474
                                                             ===============   ===============
</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                   Six Months Ended
                                                  ---------------------------------   ---------------------------------
                                                      June 30,          June 30,          June 30,          June 30,
                                                        2005              2004              2005              2004
                                                  ---------------   ---------------   ---------------   ---------------
Revenues
<S>                                               <C>               <C>               <C>               <C>
   Medicaid and Medicare patients                 $       13,791    $       13,414    $       28,077    $       27,729
   Private patients                                        2,339             2,590             5,002             4,987
   Investment and other income                                30                29                55                58
                                                  ---------------   ---------------   ---------------   ---------------
                                                          16,160            16,033            33,134            32,774
                                                  ---------------   ---------------   ---------------   ---------------

Expenses
   Operating, including $1,204, $1,089, $2,480
       and $2,240 to related parties, respectively        13,629            13,610            27,926            27,145
   Management and administration fees
       to related parties                                    878               879             1,786             1,796
   General and administrative                                474               324             1,008               641
   Depreciation and amortization                             550               537             1,095             1,078
   Interest expense                                          372               399               703               798
                                                  ---------------   ---------------   ---------------   ---------------
                                                          15,903            15,749            32,518            31,458
                                                  ---------------   ---------------   ---------------   ---------------

Net earnings                                      $          257    $          284    $          616    $        1,316
                                                  ===============   ===============   ===============   ===============


Net earnings per unit of assignee
   limited partnership interest
   (computed based on 1,540,040
    units)                                        $         0.17    $         0.18    $         0.40    $         0.85
                                                  ===============   ===============   ===============   ===============

</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 Six Months Ended June 30, 2005
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                            Assignee
                                          General           Limited
                                          Partners          Partners           Total
                                      ---------------   ---------------   ---------------

<S>                                   <C>               <C>               <C>
Balance at December 31, 2004          $         (150)   $       16,686    $       16,536


Net earnings                                       6               610               616


Distributions to partners                        (12)           (1,155)           (1,167)
                                      ---------------   ---------------   ---------------

Balance at June 30, 2005              $         (156)   $       16,141    $       15,985
                                      ===============   ===============   ===============

</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 Six Months Ended June 30,
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                            2005              2004
                                                                      ---------------   ---------------
Cash flows from operating activities
<S>                                                                   <C>               <C>
   Net earnings                                                       $          616    $        1,316
   Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Depreciation and amortization                                           1,095             1,078
       Minority interest in net earnings of operating partnerships                12                15
       Increase in loan payable to Development General Partner                    26                25
       Increase in deferred management fee payable                                21                21
       Change in other assets and liabilities
         Accounts receivable                                                     388               607
         Estimated third-party payor settlements                                 272            (1,565)
         Prepaid expenses and other current assets                               302               174
         Accrued compensation and related costs                                  (15)               57
         Accounts payable and other accrued expenses                             231              (481)
                                                                      ---------------   ---------------

Net cash provided by operating activities                                      2,948             1,247
                                                                      ---------------   ---------------

Cash flows from investing activities -
   additions to property and equipment                                          (256)             (117)
                                                                      ---------------   ---------------


Cash flows from financing activities
   Repayment of long-term debt                                                  (427)             (335)
   Repayment of line of credit                                                  (227)                -
   Distributions to partners                                                  (1,167)           (1,167)
                                                                      ---------------   ---------------

Net cash used in financing activities                                         (1,821)           (1,502)
                                                                      ---------------   ---------------

Net increase (decrease) in cash and cash equivalents                             871              (372)
Cash and cash equivalents
   Beginning of period                                                         1,647             1,141
                                                                      ---------------   ---------------

   End of period                                                      $        2,518    $          769
                                                                      ===============   ===============
</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
                                  June 30, 2005
                                   (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, 2004.

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 six months ended June
30, 2005 and 2004 are as follows:
<TABLE>
<CAPTION>

                                                Three Months Ended                   Six Months Ended
                                         June 30, 2005     June 30, 2004     June 30, 2005     June 30, 2004

<S>                                        <C>               <C>               <C>              <C>
Management and administration fees         $ 878,000         $ 879,000         $1,786,000       $1,796,000
Nursing and rehabilitation services        1,204,000         1,089,000          2,480,000        2,240,000
Interest expense on borrowings                24,000            23,000             47,000           46,000

</TABLE>


                                      -7-

<PAGE>


         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (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 $1,393,000
at June 30, 2005 and $1,367,000 at December 31, 2004. 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 December 31, 2004 was $227,000
which was repaid in the first quarter 2005. 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 June 30, 2005.

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.

On July 28, 2005, CMS issued the final rule for Medicare payments for the year
starting October 1, 2005. An inflation increase of 3.1% to current rates will go
in place starting October 1, 2005. Effective January 1, 2006, CMS will expand
the current forty-four RUGS categories to fifty-three, eliminate the current
BBRA/BIPA add-ons alter the case-mix weights for the existing forty-four levels
and adjust upward the nursing component of each reimbursement schedule. The Fund
estimates that the January 1, 2006 change will result in a reduction to its
Medicare payment rates by approximately $7.00 per patient day from the average
Medicare rate after the October 1, 2005 inflation increase.


                                      -8-
<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


              Notes to Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)


NOTE 4 - CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES (Continued)

 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.

NOTE 5 - POTENTIAL SALE

On February 11, 2005, each of the Fund's seven subsidiary limited partnerships
entered into an Asset Purchase Agreement for the sale of the Fund's seven
nursing facilities and on February 22, 2005 the Purchaser escrowed its required
$1,000,000 good faith deposit under this Agreement. The purchase price per the
Agreement is $50,000,000 plus net working capital as defined.

Under the terms of the Agreement and assuming the consent of the holders of a
majority of the Fund's units, the General Partners expect the sale to close by
the end of the third quarter of 2005 and project the sale will result in
distributable proceeds of approximately $21 per original $25 investment unit.

The Fund filed a definitive proxy statement on June 21, 2005 soliciting the
Unitholders consent to the Sale of the Fund's seven skilled nursing centers and
the liquidation of the Fund upon consummation of the sale. The proxy
solicitation is presently set to expire on August 19, 2005 unless extended by
the General Partners in their sole discretion.

The Fund's Unitholders have received a Tender Offer from an entity that owns
approximately 8% of the Fund's Units to purchase up to 100% of the Fund's Units
for $23 per Unit. The offer price represents a premium of approximately $2 per
Unit above the anticipated $21 per Unit the Fund expects from the sale of the
Facilities as discussed above if approved by a majority of the Unitholders. The
Fund's General Partners are expressing no opinion and make no recommendation to
the Unitholders on the Tender Offer. The General Partners believe there is
significant uncertainty regarding the likelihood of consummation of the Tender
Offer upon the term and conditions, and at the price, currently presented by the
offeror.


                                      -9-

<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.



                                      -10-

<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 (continued)


Certain Transactions and Events
     On February 11, 2005 each of the Fund's seven subsidiary limited
partnerships entered into an Asset Purchase Agreement for the sale of the Fund's
seven nursing facilities and on February 22, 2005 the Purchaser escrowed its
required $1,000,000 good faith deposit under this Agreement. The purchase price
per the Agreement is $50,000,000. Under the terms of the Agreement and assuming
the consent of the holders of a majority of the Fund's units, the General
Partners expect the sale to close by the end of the third quarter of 2005 and
project the sale will result in distributable proceeds of approximately $21 per
original $25 investment unit.

     The Fund filed a definitive proxy statement on June 21, 2005 soliciting the
Unitholders consent to the Sale of the Fund's seven skilled nursing centers and
the liquidation of the Fund upon consummation of the sale. The proxy
solicitation is presently set to expire on August 19, 2005 unless extended by
the General Partners in their sole discretion.

     The Fund's Unitholders have received a Tender Offer from an entity that
owns approximately 8% of the Fund's Units to purchase up to 100% of the Fund's
Units for $23 per Unit. The offer price represents a premium of approximately $2
per Unit above the anticipated $21 per Unit the Fund expects from the sale of
the Facilities as discussed above if approved by a majority of the Unitholders.
The Fund General Partners are expressing no opinion and make no recommendation
to the Unitholders on the Tender Offer. The General Partners believe there is
significant uncertainty regarding the likelihood of consummation of the Tender
Offer upon the term and conditions, and at the price, currently presented by the
offeror.

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) decreased $92,000 to $5,675,000 at June 30, 2005 as compared to $5,767,000
at December 31, 2004. The Fund has sufficient liquid assets and other available
credit resources to satisfy its operating expenditures and anticipated routine
capital improvements at each of the seven nursing home facilities.

     Cash flow from operating activities was $2,948,000 for the six-month period
ended June 30, 2005 as compared to $1,247,000 for the same period of 2004. This
increase in cash flow was due primarily to accounts receivable collections and
receipts from third-party payors during the first quarter of 2005 coupled with
increased accounts payable and accrued expenses.

      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 six-month period ended June 30,
2005 was $256,000 and included improvements to the Fund's seven operating
facilities. Similar improvements made during the first six months of 2004 were
$117,000.

     Cash used in financing activities for the six-month period ended June 30,
2005 of $1,821,000 increased from $1,502,000 in the prior year period due to
higher levels of long-term debt and line of credit repayments. Both periods
include cash distributions to partners totaling $1,167,000.

     The Fund closed its mortgage loan refinancing with a bank for loans
totaling $24,000,000 on June 12, 2000. 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.


                                      -11-
<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 (continued)


     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. The outstanding balance as of
December 31, 2004 of $227,000 was repaid during the first quarter of 2005.

     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 $1,393,000 at June 30, 2005 and $1,367,000 at December 31, 2004.

     The Fund does not expect to make further distributions pending the outcome
of the potential sale as discussed above. Should the sale not close, the General
Partners will reevaluate the Funds ability to make further distributions at a
later date.

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.

     On July 28, 2005, CMS issued he final rule for Medicare payments for the
year starting October 1, 2005. An inflation update of 3.1% to current rates will
go in place starting October 1, 2005. Effective January 1, 2006 CMS will expand
the current forty-four RUGS categories to fifty-three, eliminate the current
BBRA/BIPA add-ons, alter the case-mix weights for the existing forty-four levels
and adjust upward the nursing component of each reimbursement schedule. The Fund
estimates that the January 1, 2006 change will result in a reduction to its
Medicare payment rates by approximately $7.00 per patient day from the current
average Medicare rate after the October 1, 2005 inflation increase.

     States have just completed legislative actions on their fiscal year 2006
budgets. The initial budget plans called for reducing the growth of Medicaid
nursing home expenditures in certain of states the Fund provides services.
Advocacy efforts have been successful in modifying the final actions. In
Maryland and New Jersey, substantial funding was restored. The details for
implementing fiscal 2006 state Medicaid budgets are still in development. Absent
these specifics, it is premature to predict the final outcome of these state
budget considerations.

     Among the alternative Medicaid funding approaches that states have explored
and in many cases implemented are nursing home provider assessments as tools for
leveraging increase Medicaid matching funds. Such initiatives are authorized
under the law. Provider assessment plans generate additional federal matching
funds to the states for Medicaid reimbursement purposes, and implementation of a
provider assessment plan requires approval by CMS in order to qualify for
federal matching funds. These plans usually take the form of a bed tax or a
quality assessment fee, which is imposed uniformly across classes of providers
within the state. In turn, the state utilizes the additional federal matching
funds generated by the tax to pay increased reimbursement rates to the
providers, which often include a repayment of a portion of the provider tax
based on the provider's percentage of Medicaid patients. Nursing home provider
assessments were primarily implemented in North Carolina. In February 2005, the
New Jersey provider assessment, which was retroactive to July 1, 2004 and will
expire on June 20, 2006, was enacted. This assessment was recognized during the
quarter ended March 31, 2005. Recognition of the New Jersey provider assessment
resulted in increased revenue and net income of $435,000 and $116,000
respectively.


                                      -12-

<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 (continued)


Revenue Sources (continued)

     The Medicare Prescription Drug, Improvement and Modernization Act of 2003,
referred to as the Medicare Modernization Act (MMA), may have an impact on
institutional pharmacy services provided in the long-term setting. The law
constitutes a significant overhaul of the Medicare system, including provisions
to provide subsidies to insurers and managed care organizations, and establishes
mechanisms to allow private healthcare coverage plans to compete with Medicare
initially on a pilot basis.

     Effective January 1, 2006, under the MMA, Medicaid coverage of prescription
drugs for Medicare beneficiaries who are also eligible for Medicaid will be
shifted to the Medicare program. These residents are referred to as "dual
eligibles." This change could affect a significant percentage of residents in
our nursing facilities.

       As a result of shifting prescription drug coverage from Medicaid to
Medicare through such private plans, the MMA could affect the ability of
long-term care pharmacies to provide pharmacy service to the Fund's residents.
CMS announced final regulations relating to the MMA on January 21, 2005, and
provided specific sub-regulatory guidance for long-term care on March 16, 2005.
The final regulations specifically require the new prescription drug plans and
Medicare Advantage Plans that offer prescription drug coverage to provide
convenient access to long-term care pharmacies and to offer standard contracts
to all long-term care pharmacies within the plans' service areas that meet
performance standards to be specified by CMS. Currently, under contract,
NeighborCare, Inc. provides services required by federal law for residents of
the Fund's facilities and are reimbursed primarily through the Medicaid program.
The Fund does not yet know whether payment rates for the prescription drugs
provided by these plans will be sufficient to cover the costs of the pharmacy
needs of nursing home residents. Thus, there is a risk that the implementation
of the MMA may disrupt pharmacy services to the Fund's facilities. Any such
change or reduction in long-term care pharmacy services could create additional
cost for the Fund, reduce the Fund's ability to meet quality standards and
disrupt service delivery to the Fund's residents.

       Moreover, the MMA covers most prescription drugs, insulin and certain
insulin supplies, and approved vaccines. However, certain drugs are excluded
from coverage under the new Medicare benefit in Part D, including several drugs
that are commonly prescribed for nursing home and other long-term care
residents. As a result, there is a risk that if these prescription drug costs
are not reimbursed under Medicaid or through Medicare, the Fund will need to
bear the cost of these drugs.

       The Fund has described only certain provisions of the MMA applicable to
its business. There may be other provisions of the legislation that may impact
the Fund's business by decreasing revenues or increasing operational expenses.
The impact of this legislation depends upon a variety of factors, including
patient mix and the implementing regulations. CMS continues to issue new
regulations to implement the MMA, which the Fund's manager is in the process of
reviewing. However, because of the broad scope and phased-implementation of key
provisions in the MMA, the Fund is not in a position to assess fully its impact
on its business.

     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.


                                      -13-

<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 (continued)


Results of Operations

    Three Months Ended June 30, 2005 versus Three Months Ended June 30, 2004

     Net earnings for the Fund were $257,000 for the three months ended June 30,
2005 as compared to $284,000 for the same period in fiscal year 2004. The
decrease in earnings is primarily due to increased general and administrative
costs, which are partially offset by increased net patient revenues.

     Overall revenues of $16,160,000 increased $127,000 or .8% for the three
months ended June 30, 2005 compared to the same period in fiscal year 2004. The
increase in revenue is primarily due to an increase in Medicaid and Medicare
revenues, which was partially offset by a decrease in revenues from Private
patients. Medicaid and Medicare revenues of $13,791,000 increased $377,000 for
the three months ended June 30, 2005 compared to the same period in fiscal year
2004. Medicare revenue increased $604,000 or 16.1% for the three month period
ended June 30, 2005 compared to the same period in fiscal year 2004. The
increase in Medicare revenue is due to a rate increase of 9.7%, an increase in
Medicare Part B revenues of $50,000, and growth in the Medicare census. The rate
increase is due to the inflationary factor and an enhancement to the Medicare
reimbursement rates for a new HIV payment effective October 1, 2004. The average
daily Medicare census increased by 6.5 residents or 5.6% for the three months
ended June 30, 2005 as compared to the same period in the prior year. Medicaid
revenue decreased $227,000 or 2.4% for the three month period ended June 30,
2005 compared to the same period in fiscal year 2004. This decrease is primarily
due a reduction in the Medicaid census, which was partially offset by an
increase in the Medicaid rates. The average daily Medicaid census decreased by
59 residents or 8.8 % for the three months ended June 30, 2005 as compared to
the same period in the prior year. The overall Medicaid rate increase of
approximately 7.2% was primarily driven by the rate increases received for the
four Maryland centers and the Woodlands Center in New Jersey effective July 1,
2004. Revenues from Private patients decreased $251,000 or 9.7%, which is
primarily due to a decrease in the private and insurance census. The average
daily Private census decreased by 1.7 residents or 2%, and the average daily
Insurance census decreased by 9.5 residents or 32% for the three months ended
June 30, 2005 compared to the same period in fiscal year 2004.

     Second quarter 2005 expenses of $15,903,000 increased $154,000 or 1% from
the three months ended June 30, 2004.

     Operating expenses increased $19,000 to $13,629,000 for the second quarter
of 2005 compared to $13,610,000 for the second quarter of 2004. This increase is
primarily due to increased costs of nursing services, which is partially offset
by a decrease in ancillary costs. Nursing Salaries and benefits increased
$72,000 for the three months ended June 30, 2005 compared to the same period in
fiscal year 2004. Ancillary costs decreased $36,000 or 1.8% for the three months
ended June 30, 2005 as compared to the same period in fiscal year 2004.

     General and administrative expenses of $474,000 increased $150,000 or 46.3%
in the second quarter of 2005 as compared to the same period in fiscal year
2004. This increase is primarily due to legal fees of $170,000 associated with
the potential sale of the seven facilities.


                                      -14-

<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 (continued)


Results of Operations (continued)

      Six Months Ended June 30, 2005 versus Six Months Ended June 30, 2004

     Net earnings for the Fund were $616,000 for the six months ended June 30,
2005 as compared to $1,316,000 for the same period in fiscal year 2004,
representing a decrease of $700,000 or 53.2 %.

     Overall revenues of $33,134,000 increased $360,000 or 1.1% for the six
months ended June 30, 2005 as compared to the same period in fiscal year 2004.
This increase in revenue is primarily due to increases in revenue from Medicaid
and Medicare patients. Medicaid and Medicare revenues increased $348,000 to
$28,077,000 for the six month period ended June 30, 2005 compared to the same
period in 2004. Medicare revenue for the six months ended June 30, 2005
increased $640,000 compared to the same period in the prior year. This increase
is primarily due to an overall Medicare rate increase of approximately 8.3% due
to the inflationary factor and an enhancement to the Medicare reimbursement
rates for a new HIV payment effective October 1, 2004. Medicaid revenue for the
six months ended June 30, 2005 decreased $292,000 compared to the same period in
the prior year due to the realization of $337,000 Medicaid revenue retroactive
to October 2003 through December 2003 in the first quarter of 2004 for the two
North Carolina centers. Without this additional revenue, Medicaid revenue would
have increased by $45,000 or .2% due to an increase in the Medicaid rates, which
was offset by a reduction in the Medicaid census. The overall Medicaid rate
increase of approximately 9.5% was primarily driven by the four Maryland centers
and the Woodlands Center in New Jersey which received their annual Medicaid rate
increases in July 2004. The average daily Medicaid census decreased by 53
residents or 7.9% for the six months ended June 30, 2005 compared to the same
period in the prior year.

     Overall expenses increased $1,060,000 or 3.4% to $32,518,000 for the six
months ended June 30, 2005 as compared to $31,458,000 for the same period in
fiscal year 2004.

     Operating expenses increased $781,000 or 2.9% to $27,926,000 for the six
months ended June 30, 2005 as compared to the same period in fiscal year 2004.
This increase is primarily due to the increased cost of nursing services, state
provider assessment taxes, bad debt expense, and ancillary costs. Nursing costs
increased $171,000 for the six months ended June 30, 2005 as compared to the
same period in fiscal year 2004. This increase is primarily due to increases in
salaries and benefits, which is partially offset by a decrease in the cost of
temporary nurse staffing. Nursing salaries and benefits increased $ 217,000,
while temporary nurse staffing expense decreased $46,000 for the six months
ended June 30, 2005 as compared to the same period in fiscal year 2004. An
assessment levied by the state of New Jersey to patient days effective July 2004
in the amount of $435,000 was recognized in the six months ended June 30, 2005.
Bad debt expense increased $89,000 or 43.6% for the six month period ended June
30, 2005 compared to the same period in fiscal year 2004 due to additional
write-offs of uncollectible accounts. Ancillary costs increased $135,000 or 3.4%
for the six months ended June 30, 2005 as compared to the same period in 2004
due to higher Medicare Part B ancillary usage.

     General and administrative expenses of $1,008,000 increased $367,000 or
57.3% in the six months ended June 30,2005 compared to the same period in fiscal
year 2004. This increase is primarily due to legal fees of $352,000 associated
with the potential sale of the seven facilities.


                                      -15-

<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 (continued)


Results of Operations (continued)

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.



                                      -16-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP



Item 3.     Quantitative and Qualitative Disclosures About Market Risk

     The Fund does not have exposure to changing interest rates since it has no
variable rate debt outstanding at June 30, 2005, nor does the fund have any
substantial assets that earn interest at variable rates of interest.


Item 4.   Controls and Procedures

      The Fund's management, with the participation of the Chief Executive
Officers and Chief Financial Officers of Brown Healthcare, Inc., the
Administrative General Partner, and Meridian Healthcare Investments, Inc., the
Development General Partner, evaluated the effectiveness of the Fund's
disclosure controls and procedures as of June 30, 2005. The term "disclosure
controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, Means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by the company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company's management, including its
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. The Fund's management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of the Fund's
disclosure controls and procedures as of June 30, 2005, the Chief Executive
Officers and Chief Financial Officers of the Fund's general partners concluded
that, as of such date, the Fund's disclosure controls and procedures were
effective at the reasonable assurance level. No change in the Fund's internal
control over financial reporting occurred during the fiscal quarter ended June
30, 2005 that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.



                           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

     A definitive proxy statement on Schedule 14A was filed on June 21, 2005
soliciting the consent of Unitholders to three Proposals: (1) the Sale of each
of the Fund's seven skilled nursing facilities; (2) The liquidation of the Fund
following consummation of the Sale and; (3) the amendment to the Fund's limited
partnership agreement to permit the Fund's General Partners to sell all or
substantially all of the Fund's assets to unaffiliated third-parties without
obtaining the Unitholders consent if, and solely to the extent that, the sale is
not consummated for any reason. The proxy solicitation is presently set to
expire on August 19,2005, unless extended by the General Partners in their sole
discretion.


Item 5.     Other Information

                  Inapplicable


                                      -17-

<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.


            b) Reports on Form 8-K None




                                      -18-

<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:       8/10/05              By:  /s/  John M. Prugh
                                 John M. Prugh
                                 President and Director
                                 Brown-Healthcare, Inc.
                                 Administrative General Partner





DATE:       8/11/05              By:  /s/  Timothy M. Gisriel
                                 Timothy M. Gisriel
                                 Treasurer
                                 Brown-Healthcare, Inc.
                                 Administrative General Partner





                                      -19-

<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:    8/10/05              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:    8/10/05              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:    8/10/05             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:    8/11/05              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 June 30, 2005 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:   8/10/05                By: /s/  George V. Hager, Jr.
                                 George V. Hager, Jr.
                                 Chief Executive Officer
                                 Meridian Healthcare Investments, Inc.
                                 Development General Partner


Date:   8/10/05                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 June 30, 2005 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:   8/10/05                 By: /s/  John M. Prugh
                                  John M. Prugh
                                  Chief Executive Officer
                                  Brown-Healthcare, Inc.
                                  Administrative General Partner


Date:   8/11/05                 By: /s/  Timothy M. Gisriel
                                  Timothy M. Gisriel
                                  Chief Financial Officer
                                  Brown-Healthcare, Inc.
                                  Administrative General Partner