Exhibit (a)(8)











May 20, 2005



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

SUBJECT:    AMENDED AND EXTENDED OFFER TO PURCHASE UNITS, PRICE REMAINS
            $20 PER UNIT EVEN AFTER $0.37 PER UNIT DISTRIBUTION

Dear Unit Holder:

We are amending the Offer to Purchase and related Letters of Transmittal sent to
you March 7, 2005, as amended April 1 and April 21, 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 of the date hereof, a total of
74,030 Units of the Partnership have been tendered by securities holders and not
withdrawn. No other Units have been tendered to date. The General Partner
declared a $0.37 per Unit distribution, which pursuant to the terms of the Offer
would have reduced the Offer Price by that amount; however, we are now amending
the Offer to increase the Offer Price back up to $20 per Unit.

        The Purchasers are extending the Expiration Date to June 16, 2005

Please note that in our Offer we stated that we believe the Development General
Partner and the manager of the Partnership's properties have a tacit agreement
with the buyer to continue to manage the properties after the sale. This belief
is based upon the fact that the purchase agreement states that the buyer will
negotiate a contract with the manager to continue managing the properties. Other
than this, we have no direct evidence of any agreement, tacit or otherwise. We
are amending Section 6 of the Offer by adding the following:

     Certain partnerships are classified as "publicly traded partnerships" and,
     subject to certain exceptions, are taxed as corporations for federal income
     tax purposes. A partnership is a publicly traded partnership if the
     partnership interests are traded on an established securities market or
     readily tradable on a secondary market (or the substantial equivalent of a
     secondary market). The Units are not traded on an established securities
     market. In the unlikely event that the Partnership becomes a "publicly
     traded partnership" and is not excepted from federal income tax, there
     would be several adverse tax consequences to the Unit holders. For
     instance, the Partnership would be regarded as having transferred all of
     its assets (subject to all of its liabilities) to a newly-formed
     corporation in exchange for stock which would be deemed distributed to the
     Unit holders in liquidation of their interests in the Partnership. In
     addition, if the Partnership is deemed to be a "publicly traded
     partnership," then special rules under Code Section 469 govern the
     treatment of losses and income of the Fund.

Furthermore, we are amending Schedule 1 to the Offer by adding the following:

     The Purchasers intend, if the Offer is fully subscribed, to allocate the
     Units among themselves as follows: MPF DeWaay Premier Fund, LLC, 17,500
     Units; Mackenzie Patterson Special Fund 7, LLC, 12,500 Units; MPF Special
     Fund 8, LLC, 7,500 Units; MP Value Fund 7, LLC, 7,500 Units; Accelerated
     High Yield Institutional Fund, Ltd., L.P., 7,500 Units; Accelerated High
     Yield Institutional Investors, Ltd., L.P., 10,000 Units; MP Falcon Fund,




     LLC, 10,000 Units; MP Falcon Growth Fund 2, LLC, 10,000 Units; MPF Income
     Fund 22, LLC, 17,500 Units; MPF DeWaay Fund 2, LLC, 17,500 Units; Mackenzie
     Patterson Special Fund 5, LLC, 15,000 Units; Mackenzie Patterson Special
     Fund 6, LLC, 10,000 Units; Mackenzie Patterson Special Fund 6-A, LLC,
     10,000 Units; MPF Acquisition Co. 3, LLC, 13,250 Units; Moraga Gold, LLC,
     50,000 Units; Steven Gold, 10,000 Units; MPF-NY 2005, LLC, 50,000 Units;
     and Mackenzie Patterson Fuller, Inc., 32,250 Units. We will determine
     modifications to this allocation based upon the number of Units tendered.
     Priority is given to Purchasers which already hold Units, then to
     Purchasers which raised capital first, then to the remaining Purchasers in
     equal shares. Units will be allocated according to this priority until the
     maximum number of Units listed above are allocated to Purchasers within a
     given priority, then Units will be allocated similarly among Purchasers in
     the next level of priority, until all Units are allocated; provided that
     MPF-NY 2005 will receive at least 10% of all Units tendered.

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. If you need a copy of our Offer or the Letter of Transmittal, the
most current version can be obtained from the SEC's EDGAR database at
www.sec.gov or our website at www.mpfi.com (click on MPF Tenders).

This Offer expires (unless extended) June 16, 2005.