FORM 10-Q



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


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

      For the quarterly period ended                March 31, 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     March 31, 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


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         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            9-10


     Item 3.  Quantitative and Qualitative Disclosures
                 About Market Risk                                          11

Part II.   Other Information


     Item 1. through Item 6.                                                11

     Signatures                                                             12






<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP






            Cautionary Statement Regarding Forward Looking Statements



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


                                       -2-

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

<TABLE>
<CAPTION>
                                                                  March 31,
                                                                     2001               December 31,
                                                                 (Unaudited)                2000
                                                             ------------------      ------------------
Assets
Current Assets
<S>                                                          <C>                     <C>
    Cash and cash equivalents                                $             292       $           1,108
    Accounts receivable, net                                             8,516                   8,990
    Estimated third-party payor settlements                              1,103                     843
    Prepaid expenses                                                       553                     650
                                                             ------------------      ------------------
        Total current assets                                            10,464                  11,591
                                                             ------------------      ------------------

Property and equipment, net of accumulated depreciation                 32,747                  32,934
                                                             ------------------      ------------------

Other assets
    Goodwill, net                                                        4,427                   4,490
    Loan acquisition costs, net                                            360                     383
                                                             ------------------      ------------------
                                                                         4,787                   4,873
                                                             ------------------      ------------------


        Total assets                                         $          47,998       $          49,398
                                                             ==================      ==================

Liabilities and Partners' Capital
Current liabilities
    Current portion of long-term debt                        $             424       $             397
    Accrued compensation and related costs                                 132                   1,055
    Accounts payable and other accrued expenses                          3,677                   3,766
    Estimated third  party payor settlements                             1,501                   1,328
                                                             ------------------      ------------------
        Total current liabilities                                        5,734                   6,546
                                                             ------------------      ------------------

Deferred management fee payable                                            948                     937
Loan payable to the Development General Partner                          1,202                   1,188
Long-term debt                                                          23,241                  23,379
                                                             ------------------      ------------------
                                                                        25,391                  25,504
                                                             ------------------      ------------------

Partners' capital
    General partners                                                      (146)                   (142)
    Assignee limited partners; 1,540,040
      units issued and outstanding                                      17,019                  17,490
                                                             ------------------      ------------------
        Total partners' capital                                         16,873                  17,348
                                                             ------------------      ------------------

        Total liabilities and
           partners' capital                                 $          47,998       $          49,398
                                                             ==================      ==================

</TABLE>


          See accompanying notes to consolidated financial statements.

                                       -3-

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

<TABLE>
<CAPTION>
                                                          2001                   2000
                                                   ------------------      ----------------
Revenues
<S>                                                <C>                     <C>
   Medicaid and Medicare patients                  $          11,619       $        10,767
   Private patients                                            2,584                 2,501
   Investment and other income                                    48                    70
                                                   ------------------      ----------------
                                                              14,251                13,338
                                                   ------------------      ----------------

Expenses
   Operating, including $2,311 and
     $2,092 to related parties                                11,719                10,739
   Management and administration fees
     to related parties                                          786                   866
   General and administrative                                    234                   221
   Depreciation and amortization                                 559                   546
   Interest expense                                              602                   448
                                                   ------------------      ----------------
                                                              13,900                12,820
                                                   ------------------      ----------------

Net earnings                                       $             351       $           518
                                                   ==================      ================




Net earnings per unit of assignee
   limited partnership interest - basic            $            0.22       $          0.33
                                                   ==================      ================
   (computed based on 1,540,040 units)

</TABLE>



          See accompanying notes to consolidated financial statements.

                                       -4-

<PAGE>
         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP
                  Consolidated Statements of Partners' Capital
               For the Three Months Ended March 31, 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                                                         4                347               351

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

Balance at March 31, 2001                               $         (146)   $        17,019    $       16,873
                                                        ===============   ================   ===============




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

Net earnings                                                         5                513               518

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

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

</TABLE>


           See accompanying notes to consolidated financial statements

                                       -5-

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         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMTIED PARTNERSHIP
                      Consolidated Statements of Cash Flows
                      For the Three Months Ended March 31,
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                              2001                 2000
                                                                       -----------------    -----------------
Cash flows from operating activities
<S>                                                                    <C>                  <C>
   Net earnings                                                        $            351     $            518
   Adjustments to reconcile net earnings to net
     cash provided by operating activities
       Depreciation and amortization                                                559                  546
       Minority interest in net earnings of operating
         partnerships                                                                 3                    5
       Increase in loan payable to Development General Partner                       14                   13
       Increase in deferred management fee payable                                   11                   12
       Change in other assets and liabilities
         Accounts receivable                                                        471                 (756)
         Estimated third-party payor settlements                                    (87)                  65
         Prepaid expenses                                                            99                  (34)
         Accrued compensation and related costs                                    (923)                (350)
         Accounts payable and other accrued expenses                                (89)                 621
                                                                       -----------------    -----------------

Net cash provided by operating activities                                           409                  640
                                                                       -----------------    -----------------

Cash flows from investing activities-
   additions to property and equipment                                             (288)                (247)
                                                                       -----------------    -----------------


Cash flows from financing activities
   Deferred financing fees                                                            -                  (84)
   Repayment of long-term debt                                                     (111)                (123)
   Distributions to partners                                                       (826)                (826)
                                                                       -----------------    -----------------

Net cash used in financing activities                                              (937)              (1,033)
                                                                       -----------------    -----------------

Net decrease in cash and cash equivalents                                          (816)                (640)
Cash and cash equivalents
   Beginning of period                                                            1,108                2,511
                                                                       -----------------    -----------------

   End of period                                                       $            292     $          1,871
                                                                       =================    =================


</TABLE>

          See accompanying notes to consolidated financial statements.

                                       -6-

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         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                   Notes to Consolidated Financial Statements
                                 March 31, 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 June 22, 2000, Genesis Health Ventures, Inc. (Genesis) and certain of its
subsidiaries and affiliates filed petitions for Chapter 11 bankruptcy protection
with the U.S. Bankruptcy Court in Wilmington, Delaware. Meridian Healthcare,
Inc., which manages the Fund's nursing centers under the terms of management
agreements described below, is a wholly-owned subsidiary of Genesis and was
named as a debtor affiliate in the bankruptcy filing. Certain other subsidiaries
of Genesis which supply the Fund's nursing centers with drugs, medical supplies,
and other services as described below were also included in the bankruptcy
filing. The Genesis bankruptcy filing has not had an impact on the Fund's
operations, results of operations or financial position.

The Fund is obligated to pay the Administrative General Partner an annual
administration fee of the greater of $75,000 per year or 1/2 of 1% of the Fund's
annual revenues. The nursing centers owned by the operating partnerships are
managed by Meridian Healthcare, Inc., an affiliate of the Development General
Partner, under the terms of 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 months ended March 31,
2001 and 2000 are as follows:

                                                  2001              2000

  Management and administration fees         $   786,000         $  866,000
  Drug and medical supplies purchases          1,083,000            887,000
  Nursing and rehabilitation services          1,228,000          1,205,000
  Interest expense on borrowings                  21,000             25,000


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 $1,202,000
at March 31, 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
                                 March 31, 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 bear 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 terms described above.

     The Fund's working capital (excluding the current portion of long-term
debt) decreased $288,000 to $5,154,000 at March 31, 2001 as compared to
$5,442,000 at December 31, 2000. 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 $409,000 for the three-month period
ended March 31, 2001 as compared to $640,000 for the same period of 2000.

     Cash used from investing activities for the three-month period ended March
31, 2001 was $288,000 and included improvements to the Fund's seven operating
facilities. Similar improvements made during the first three months of 2000 were
$247,000.

     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 $1,202,000 at March 31, 2001.

     On or about May 15, 2001 the Fund will make its first quarter 2001
distribution to partners of $826,410. This distribution was funded by first
quarter 2001 operations and reserves of approximately $288,000. Review of the
2001 budget suggests operations from the seven nursing centers will be
sufficient to fund a similar quarterly distribution throughout the year.

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

Results of Operations

     Net earnings for the Fund were $351,000 for the three months ended March
31, 2001 as compared to $518,000 for the same period in fiscal year 2000. 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.

                                      -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)

     Overall revenues of $14,251,000 increased $913,000 or 6.8% for the three
months ended March 31, 2001 compared to the same period in fiscal year 2000. The
increase in revenue is primarily due to increases in Medicaid and Medicare
revenue. Medicaid and Medicare revenue increased $852,000 to $11,619,000 for the
first quarter of 2001 compared to the first quarter of fiscal year 2000.
Medicaid revenue for the three months ended March 31, 2001 increased $344,000
compared to the same period in the prior year. This increase is primarily due to
an overall Medicaid rate increase of approximately 8.7% driven primarily by the
four Maryland centers, which received their annual Medicaid rate adjustment in
July 2000. Medicare revenue of $4,050,000 increased $508,000 or 14.3% for the
three month period ended March 31, 2001 compared to the same period in fiscal
year 2000. The increase in Medicare revenue is due to the growth in the Medicare
census. The average daily Medicare census increased fifteen customers per day or
11.5% to 146, representing 14.6% of the total census for the three months ended
March 31, 2001 compared to 131 or 12.8% of the total census for the same period
in fiscal year 2000.

     Operating expenses increased $980,000 or 9.1% in the first 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
of $5,942,000 increased $503,000 for the three months ended March 31, 2001 as
compared to the same period in fiscal year 2000. This increase is primarily due
to increases in salary, wages, and employee benefits, which is being driven by
the strong market demand for nursing personnel. First quarter ancillary expenses
increased $251,000 or 14.5% for the three months ended March 31, 2001 as
compared to the same period in fiscal year 2000. This increase is primarily due
to higher ancillary utilization of the increased number of Medicare customers
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 $786,000 decreased $80,000 or
approximately 9.2% for the first quarter of 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.

     Depreciation and amortization expense increased $13,000 to $559,000 for the
three months ended 2001 as compared to the same period in fiscal year 2000. The
increase is primarily due to depreciation of capital renovations completed in
fiscal year 2000.

     Interest expense for the first quarter of 2001 increased $154,000 compared
to the same period in fiscal year 2000. This increase is due to refinancing of
the mortgage which increased 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 reviews of eldercare centers or
other providers. There can be no assurances that adjustments from Medicare or
Medicaid audits will not have a material adverse effect on the Fund.


                                      -10-

<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 23.8 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


                                      -11-

<PAGE>

         MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED PARTNERSHIP


                                   SIGNATURES




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


                                   MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                                          LIMITED PARTNERSHIP




DATE:      5/10/01                 By:     /s/  John M. Prugh
                                   President and Director
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner




DATE:      5/10/01                 By:     /s/  Timothy M. Gisriel
                                   Treasurer
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner






                                      -12-