Exhibit (a)(4)











April 1, 2005



TO:          UNIT HOLDERS OF MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED
             PARTNERSHIP

SUBJECT:     AMENDED AND EXTENDED OFFER TO PURCHASE UNITS

Dear Unit Holder:

We are amending the Offer to Purchase and related Letters of Transmittal sent to
you March 7, 2005 (the "Offer") made by MPF DEWAAY PREMIER FUND, LLC; MACKENZIE
PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MP VALUE FUND 7, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, LTD., L.P.; ACCELERATED HIGH YIELD
INSTUTIONAL INVESTORS, LTD., L.P.; MP FALCON FUND, LLC; MP FALCON GROWTH FUND 2,
LLC; MPF INCOME FUND 22, LLC; MPF DEWAAY FUND 2, LLC; MACKENZIE PATTERSON
SPECIAL FUND 5, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE
PATTERSON SPECIAL FUND 6-A, LLC; MPF ACQUISITION CO. 3, LLC; MORAGA GOLD, LLC;
STEVEN GOLD; MPF-NY 2005, LLC; and MACKENZIE PATTERSON FULLER, INC.
(collectively the "Purchasers"), who are offering to purchase up to 308,000
Units of limited partnership interest (the "Units") in MERIDIAN HEALTHCARE
GROWTH AND INCOME FUND LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Partnership"). As amended, the Offer price is equal to:

                                 $20.00 per Unit

This represents the same amount the general partner has estimated you will
receive pursuant to the announced sale of the Partnership's properties, but you
will not have to wait for the sale to close and the Partnership to make a
distribution. You will be paid promptly after the Expiration Date of the Offer,
which is now April 21, 2005 (and which may be further extended at the
Purchasers' discretion).

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in MERIDIAN HEALTHCARE GROWTH AND INCOME FUND LIMITED
PARTNERSHIP without the usual transaction costs associated with market sales or
partnership transfer fees. As of the date hereof, a total of 9,970 Units of the
Partnership have been tendered by securities holders and not withdrawn. No other
Units have been tendered to date. If you have tendered your Units already, you
will automatically receive the increased price. You do not need to do anything
further.

The Purchasers are increasing the Offer Price by amending the Offer, as noted
above, by extending the Expiration Date to April 21, 2005, and by making the
following additional disclosures:

o        The Offer to Purchase disclosed the Purchasers' method for establishing
         a value for the Units. That methodology assumed that the sale of the
         properties would include payment of 7% brokerage fees and closing
         costs, but the announced agreement was reached without any brokers.
         Thus, the Purchasers' valuation of the Units has correspondingly
         increased to $21.45 per Unit.

o        Unit holders  tendering  their Units  pursuant to this Offer will not
         have the right to vote to approve or  disapprove  of the Purchase
         Agreement or otherwise vote in the upcoming consent  solicitation;  as
         a result of tendering pursuant to this Offer, unitholders  grant an
         irrevocable  proxy to the  Purchasers  such that the Purchasers can
         exercise the right to vote tendered Units. The Purchasers could end up
         owning in excess of 20% of the outstanding Units if this Offer is fully
         subscribed,  which would enable them to have significant voting power




         over the consent  solicitation  which will be made by the Partnership.
         The Purchasers  have not yet formed an  intention  with  respect to the
         Agreement,  but would  likely vote  against the  proposed amendment  to
         the Limited Partnership Agreement. The consent solicitation could  be
         substantially  influenced  if the Purchasers were to purchase a
         significant  number of Units. The Purchasers  believe that management
         has,  according to its own statement,  not marketed the  properties in
         any way and, as such,  has no idea as to whether the  Partnership might
         achieve a better price than the present  offer.  We are  inclined to
         believe that  management  should  reject the sale and  undertake an
         active  marketing  process.  We believe  that it is entirely  possible
         that full market  value was not  achieved  because the Development
         General  Partner and  manager of the  properties have a tacit agreement
         with the  purchaser to continue the management of the  properties for
         fees equal to more than $3,000,000 per year. We are conducting further
         due diligence at this point in order to form an opinion as to the
         consent solicitation.


After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on purple
paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:

                        MacKenzie Patterson Fuller, Inc.,
                               1640 School Street
                            Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depository at
800-854-8357.

This Offer expires (unless extended) April 21, 2005.