SecProbe.io

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Mail Stop 0407

      April 6, 2005

Mr. John B. Watkins, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
100 Light Street
Baltimore, Maryland 21202

	RE:	Meridian Healthcare Growth and Income Fund Limited
Partnership
      Preliminary Consent Solicitation Statement on Schedule 14A
		Filed March 15, 2005
		File No. 0-17596

Dear Mr. Watkins:

      We have reviewed your filing and have the following
comments.
We have limited our review to the terms of the consent
solicitation
and your compliance with the requirements of Schedule 14A.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that approval of the second proposal will permit the
General Partners to sell all or substantially all of the Fund`s
assets without first obtaining the unit holders` consents.  Revise
throughout the document to clarify whether or not the proposed
amendment will permit the General Partners to sell the assets to
an
affiliate of the partnership.  If so, then advise us why the
proposed
amendment is not the first step in a series of transactions having
one or more of the effects listed in Rule 13e-3(a)(3)(ii).  Refer
to
Question & Answer No. 4 of Exchange Act Release No. 34-17719.
2. As currently drafted, your document contains duplicative
disclosure, particularly regarding the material terms of the
proposed
sale of your assets.  For example, you include a brief discussion
of
the terms of the proposed sale on pages 2, 16, and 17 as well as a
more detailed discussion of the sale beginning on page 8.  Please
consider revising your consent solicitation statement to
consolidate
the discussion of the proposed asset sale and eliminate excessive
and
duplicative disclosure.  We suggest that you provide a summary
term
sheet that briefly describes the material terms of the transaction
in
accordance with Item 14(b)(1) of Schedule 14A and one section
later
in the document that provides an expanded discussion of the
proposed
sale.

3. Please expand the disclosure under "The Amendment" on page 17
and
"Liquidation of the Partnership; Distribution of Proceeds" on page
18
to separately discuss the benefits and detriments of those
proposals.

4. Please clarify whether unit holders will receive any proceeds
as a
result of the liquidation in addition to the $20 per unit that
they
may receive from the asset sale and, if so, provide a quantified
estimate of that amount to the extent practicable.

5. Revise throughout the document to clarify how each proposal
relates to the others pursuant to Rule 14a-4(a)(3).  For example,
clarify whether the liquidation is contingent upon the sale of
your
facilities and approval of proposals one and two, and vice versa.
If
not, please disclose what unit holders will receive if the
liquidation proposal is approved but the sale of the Fund`s
facilities is not.  Also clarify whether proposal two is
conditioned
on the approval of the first proposal.

Letter to Stockholders

6. Please consider revising your letter to shareholders to
eliminate
some of the excessive detail that you provide regarding the
proposals.  Instead, simply identify the proposal and disclose
what
will happen to the Fund and what investors will receive if each
proposal is approved.  For example, under proposal one, please
clarify what unit holders will receive if the sale of the Fund`s
facilities is approved.  In addition, please disclose that if the
sale is approved, the Fund will have virtually no assets remaining
other than the cash proceeds from the sale.  Under Proposal Three,
please disclose that if the liquidation proposal is approved, unit
holders will be cashed out and no longer have a continuing
interest
in the Fund.  Revise throughout the document as appropriate as
well.

Consent Procedures, page 5

7. Address how abstentions are counted in accordance with Item
21(b)
of Schedule 14A.

Interests of Certain Persons, page 6

8. Quantify the fees payable to the affiliate of the Development
General Partner in exchange for managing the Facilities for the
Purchaser.  In addition, revise the disclosure under "General
Partners` Recommendation" on page 18 to reflect why they believe
the
transaction is fair in light of this potential conflict of
interest.

Description of the Sale, page 15

9. Explain why the General Partners considered selling all of the
Fund`s assets.  Indicate  whether they considered any other
alternatives to the sale of the Fund`s facilities and, if so, why
they were rejected.  Also describe the "different strategies
involving the sale" that the General Partners evaluated and the
reasons for their rejection.

10. Please discuss what consideration the General Partners gave to
the timing of the sale.  Why did they decide that now is an
appropriate time for the sale of the Fund`s facilities?

11. We note your disclosure on page 15 that "from time to time,
[the
General partners have] received various indications of interest
from
potential purchaser[s] of some or all of the Fund Property."
Please
discuss any recent offers the General Partners received for the
Fund`s assets, including a description of the nature and amount of
the offers and when the offers were made.

12. Please provide a more detailed discussion regarding the
negotiations between the General Partners and the Purchaser.  For
example, separately discuss each meeting between you and the
Purchaser, disclose when the meetings occurred, and characterize
the
nature of the negotiations during each meeting.  You should also
discuss more fully how the parties determined the purchase price.
Additionally, summarize the discussions the General Partners had
with
management as referenced on page 16.

13. Clarify whether the General Partners actively solicited offers
for the Fund`s assets or whether the Purchaser made an unsolicited
offer.  Also disclose whether the General Partners actively
solicited
bids from any other potential purchasers during the time they were
in
discussions with the Purchaser and, if not, please discuss why.

14. We note the reference to a "financial and valuation analysis
of
the Fund and the proposed Transaction" on page 15.  We also note
your
statement on page 16 that the General Partners "[p]erformed
valuation
analyses that they deemed relevant..., " and your statement on
page
17 that the General Partners reviewed "other financial studies and
analyses" regarding the "economic and market conditions affecting
the
domestic skilled nursing industry."  Please disclose who conducted
these analyses, provide a summary of the methods and conclusions
of
each analysis, and explain the significance of the results or
conclusion of each analysis.  In particular, explain further how
the
results of each analysis demonstrate or support whether the
consideration is fair to the unit holders.  Furthermore, we remind
you that if any of these analyses were received from an outside
party, you must provide the corresponding disclosure required by
Item
1015(b) of Regulation M-A pursuant to Item 14(b)(6) of Schedule
14A.
15. Expand your disclosure to discuss in more detail the
additional
materials the General Partners considered in their evaluation of
the
purchase agreement.  For example, what "publicly available
business
and financial information" and non-public financial information
did
the General Partners look at and what conclusions did they make
from
them?

16. Tell us whether the financial forecasts mentioned in the
second
bullet on page 16 or any other projections relating to the Fund
were
provided to the Purchaser or its advisors.

17. Disclose whether or not the Purchaser`s financing for the
purchase of the Fund`s facilities is assured.

General Partners` Recommendation, page 18

18. Many of your bullet points on page 19 are general statements
that
are not particularly helpful in understanding how the General
Partners considered each of the listed items.  Expand this section
to
provide more substance and specific detail surrounding each listed
factor, avoiding conclusory language.  For example,

* You state that the General Partners considered "the terms and
conditions" of the purchase agreement.  However, you do not
discuss
any terms of the agreement or explain the significance of any term
or
agreement or whether the General Partners considered them to be
positive or negative factors.
* You state that the General Partners considered information "with
respect to the financial condition, results of operations,
business
and prospects of the Fund."  What information did the General
Partners review and what conclusions did they draw from this
information?

This is not intended to be an exhaustive list.  Please revise to
discuss the particular facts and circumstances of this
acquisition.
Also provide all relevant quantifications, such as a specific
range
of prices paid for units on the secondary market as referenced in
the
fifth bullet.

Selected Financial Data, page 23

19. Revise to provide updated financial information for the fiscal
year ended December 31, 2004.  In addition, we note that you are
incorporating by reference the Fund`s Form 10-K and Forms 10-Q.
Advise us why you believe you are permitted to incorporate by
reference the information required by Item 14 of Schedule 14A,
specifically noting the requirements of Item 14(e) of Schedule
14A.

*    *    *    *

      Please respond to these comments by filing a revised
preliminary consent solicitation statement as appropriate.  When
you
respond, please furnish a cover letter that keys your responses to
our comments.  If you believe that compliance with our comments is
not appropriate, please provide the basis for your view in your
response letter, which you should file electronically on EDGAR
under
the tag "CORRESP".  Please also note the location of any material
changes made in the materials for reasons other than in response
to
specific staff comments.  Also, note the requirements of Rule 14a-
6(h) of Regulation 14A and Rule 310 of Regulation S-T.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please contact Reginald A. Norris, Staff Attorney, at (202)
942-2875 or me at (202) 942-1990 with any other questions.

								Sincerely,

								Michele M. Anderson
								Legal Branch Chief

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Mr. John B. Watkins, Esq.
April 6, 2005
Page 5

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