UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 2, 2005

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


       Delaware                        000-17596             52-1549486
    --------------                    ------------          -------------
 (State or Other Juris-               (Commission           (IRS Employer
diction of Incorporation              File Number)        Identification No.)


 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 or Former Address, if Changed Since Last Report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

  |_|  Written communications pursuant to Rule 425 under the Securities
       Act (17 CFR 230.425)

  |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange
       Act (17 CFR 240.14a-12)

  |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

  |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 2.01.  Completion of Acquisition or Disposition of Assets

     Effective  September 2, 2005,  Meridian  Healthcare  Growth and Income Fund
Limited Partnership (the "Fund") completed the sale of its seven skilled nursing
facilities to FC Properties VI, LLC, an  unaffiliated  third party,  pursuant to
the terms and conditions of an Asset Purchase Agreement dated February 11, 2005.
A copy of the Asset Purchase Agreement was previously  included as an exhibit to
the Fund's Current Report on Form 8-K filed on February 16, 2005.

     The aggregate purchase price pursuant to the Asset Purchase was $50,000,000
plus an amount equal to the Fund's Net Working Capital,  as defined in the Asset
Purchase  Agreement.  Following the determination of the Net Working Capital and
the  resolution  of  certain  prorations,  as  described  in the Asset  Purchase
Agreement, the General Partners will commence the dissolution and liquidation of
the Fund and the distribution of the net sales proceeds to the limited partners,
which the General Partners anticipate will occur before the end of the year.


<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                  MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                                  LIMITED PARTNERSHIP



Date:  September 6, 2005          By: ____/s/ Timothy M. Gisriel
                                   Timothy M. Gisriel
                                   Treasurer
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner
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{"company-data": {"conformed-name": "MERIDIAN HEALTHCARE GROWTH & INCOME FUND LTD PARTNERSHIP", "cik": "0000826682", "assigned-sic": "8050", "irs-number": "521549486", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17596", "film-number": "051069811"}, "business-address": {"street1": "225 E REDWOOD ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "3017274083"}, "mail-address": {"street1": "225 E REDWOOD ST", "street2": "225 E REDWOOD ST", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): September 2, 2005

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

       Delaware                        000-17596             52-1549486
    --------------                    ------------          -------------
 (State or Other Juris-               (Commission           (IRS Employer
diction of Incorporation              File Number)        Identification No.)

 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 or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

  |_|  Written communications pursuant to Rule 425 under the Securities
       Act (17 CFR 230.425)

  |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange
       Act (17 CFR 240.14a-12)

  |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

  |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
Item 2.01.  Completion of Acquisition or Disposition of Assets

     Effective  September 2, 2005,  Meridian  Healthcare  Growth and Income Fund
Limited Partnership (the "Fund") completed the sale of its seven skilled nursing
facilities to FC Properties VI, LLC, an  unaffiliated  third party,  pursuant to
the terms and conditions of an Asset Purchase Agreement dated February 11, 2005.
A copy of the Asset Purchase Agreement was previously  included as an exhibit to
the Fund's Current Report on Form 8-K filed on February 16, 2005.

     The aggregate purchase price pursuant to the Asset Purchase was $50,000,000
plus an amount equal to the Fund's Net Working Capital,  as defined in the Asset
Purchase  Agreement.  Following the determination of the Net Working Capital and
the  resolution  of  certain  prorations,  as  described  in the Asset  Purchase
Agreement, the General Partners will commence the dissolution and liquidation of
the Fund and the distribution of the net sales proceeds to the limited partners,
which the General Partners anticipate will occur before the end of the year.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  MERIDIAN HEALTHCARE GROWTH AND INCOME FUND
                                  LIMITED PARTNERSHIP

Date:  September 6, 2005          By: ____/s/ Timothy M. Gisriel
                                   Timothy M. Gisriel
                                   Treasurer
                                   Brown-Healthcare, Inc.
                                   Administrative General Partner