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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-04014

Meridian Fund, Inc. (R)
----------------------------------------------------------
(Exact name of registrant as specified in charter)

60 E. Sir Francis Drake Boulevard
Wood Island, Suite 306
Larkspur, CA 94939
----------------------------------------------------------
(Address of principal executive offices) (Zip code)

Richard F. Aster, Jr.
60 E. Sir Francis Drake Boulevard
Wood Island, Suite 306
Larkspur, CA 94939
----------------------------------------------------------
(Name and address of agent for service)
registrant's telephone number, including area code: 415-461-6237

Date of fiscal year end: June 30

Date of reporting period: December 31, 2004

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

MERIDIAN FUND, INC.
January 5, 2005

To Our Shareholders:

Stocks posted a strong fourth quarter gain, resulting in a good year for
equities. Lower oil prices, decent economic news and the election results were
viewed positively by investors. The S&P 500 gained 10.88% for the year, the
NASDAQ 8.59% and the Russell 2000, representing smaller companies, 18.33%. The
best performing groups included energy, real estate investment trusts and
transportation. Airlines, pharmaceuticals and semiconductors were among the
worst performing sectors. It is worth noting that over the past five years,
equities have not fared particularly well. The S&P 500 and NASDAQ are down 11%
and 47% respectively during this time frame.

Bonds moved modestly higher during the year, in spite of economic growth, an
increased federal deficit and a weak dollar. The yield on the ten-year treasury
declined from 4.25% to 4.22%.

It is estimated that the economy grew in excess of 4% during 2004, a strong
performance in light of the 33% increase in the price of energy. The housing
sector remained strong, business fixed investment picked up and consumer
spending increased modestly. Interest rates remained stable and inflation
increased in the area of 2.5%. There are several concerns as we move into 2005.
Energy prices remain well above a year ago, the dollar is weak, and our federal
and international trade deficits are bothersome to some economists. The impact
of the Iraq conflict on the 2005 economy is impossible to predict. Our outlook
is for continued but more modest growth, somewhat higher interest rates and
another year of increased corporate profits. We believe that business investment
will remain strong and that the job market will continue to improve.

We have started a new series no-load diversified open-end fund called the
Meridian Equity Income Fund(SM). The primary objective of the fund is to seek
long-term growth of capital along with income as a component of total return.
Meridian Equity Income Fund(SM) will emphasize investments in companies that pay
dividends or interest, have the potential for capital appreciation and which we
believe may have the capacity to raise dividends in the future. The prospectus
and information about how to purchase shares of the fund are available on our
website at www.meridianfund.com.

We welcome those new shareholders who joined the Meridian Funds during the
quarter and appreciate the continued confidence of our existing shareholders.

We wish you a happy, healthy and prosperous New Year.

- -s- Richard F. Aster, Jr.

Richard F. Aster, Jr.

MERIDIAN GROWTH FUND(R)

The Meridian Growth Fund's net asset value per share at December 31, 2004 was
$37.24. This represents an increase of 14.5% for the calendar year. The Fund's
total return and average annual compound rate of return since inception, August
1, 1984, were 1,516.3% and 14.6%, respectively. On December 15, 2004, the Fund
made a long-term capital gain distribution of $0.32 per share and a short-term
capital gain distribution of $0.24 per share. The Fund's assets at the close of
the quarter were invested 5.6% in cash and cash equivalents and 94.4% in stocks.
Total net assets were $1,636,737,344 and there were 70,959 shareholders.

Stock selection, in our opinion, will be the most important determinant of
investment performance in 2005. The S&P 500 sells at approximately 18 times
projected 2005 earnings which are projected to grow in the area of 8% to 10%. We
have not changed our strategy or our long-term approach to investing. Our
portfolio consists of small and medium-sized growth stocks that we believe, on
average, should show faster earnings growth than the S&P 500. We believe that
the portfolio is balanced and that valuations, for the most part, are
reasonable, especially in relation to our average company's prospective growth
rate. Technology, health care and retail represent our largest areas of
concentration.

Purchases during the quarter included Apria Healthcare, Affiliated Managers,
Bard, C.R., Hewitt Associates, JetBlue Airways and Scientific-Atlanta. We sold
our shares of DeVry, Expeditors International of Washington and Synopsys.

We recently purchased shares in Affiliated Managers Group (AMG), an asset
management company which makes controlling investments in growing mid-sized
investment management firms. The company operates through managers of mutual
funds, institutional clients and high net worth individuals. AMG manages
approximately $100 billion in assets with 150 investment products across a broad
range of investment styles and distribution channels. The AMG approach enables
current owners to partially capitalize their business, but maintain an equity
investment. Affiliates maintain operating autonomy, preserving their culture and
entrepreneurial focus. They benefit also from economies of scale. Finally,
equity is transferred from senior to more junior personnel over a period of
years. We believe this will be a successful formula during the next several
years, especially with the increased regulation in the securities industry. In
our opinion, the shares sell at a reasonable valuation and have a positive
investment outlook.

MERIDIAN VALUE FUND(R)

The Meridian Value Fund's net asset value per share at December 31, 2004 was
$38.09. This represents an increase of 15.1% for the calendar year. The Fund's
total return and average compounded annual rate of return since June 30, 1995,
were 530.5% and 21.4%, respectively. The comparable period returns for the S&P
500 with dividends were 174.90% and 11.2%, respectively. The Value Fund has
outperformed the S&P 500 for six consecutive years, a period of both good and
bad markets. The Fund is the fifth best performing stock fund for the ten year
period ending December 31, 2004, according to Lipper. This is out of a universe
of over 8,000
2

funds. On December 15, 2004, the Value Fund made a long-term capital gain
distribution of $5.11 per share and an income dividend of $0.28 per share. The
Fund's assets at the close of the quarter were invested 5.9% in cash and cash
equivalents and 94.1% in stocks. Total net assets were $2,406,118,642 and there
were 108,373 shareholders.

There have been no major changes in our portfolio or our strategy. We continue
to seek out-of-favor companies that have defensible positions in their
industries, strong or improving balance sheets, reasonable valuations and good
prospects for earnings growth. We believe that over the long term this strategy
will continue to outperform and that the current environment is favorable. In
our opinion the portfolio is well positioned, reasonably valued and diversified.
Consumer products, energy and industrial products represent our largest areas of
concentration and we continue to invest in companies of all market
capitalizations.

New positions during the quarter include Apartment Investment and Management,
Baxter International, BE Aerospace, Chiquita Brands International, Equity
Residential Properties, GlobalSanteFe, Hanover Compressor, Pier 1 Imports, Teco
Energy, Universal Health Services and Valassis Communications. We sold our
shares of American Eagle Outfitters, American Greetings, Avery Dennison,
Astrazeneca, Electronics for Imaging, Haemonetics, HCA, Healthcare Realty,
Kimberly-Clark, McDonalds, McAfee, Parexel International, The Talbots and
VeriSign.

Equity Residential Properties, a recent investment for the fund, is a leading
owner and operator of apartment housing. The apartment market has been soft in
recent years as stagnant employment limited demand growth and as competition
increased from greater affordability of homes driven by low interest rates.
These conditions caused earnings at Equity Residential to fall from a high of
$2.63 in 2001 to an estimated $2.14 in 2004. We believe this decline is poised
to reverse as industry conditions improve, driven by rising employment and a
relative slowdown in the housing market. Longer term demographic factors should
also benefit the company as population groups with a high propensity to rent,
such as immigrants and the "echo boomers", are expected to outgrow the
population as a whole for the next several years. Furthermore, Equity
Residential improved its portfolio during the downturn and should emerge as a
more profitable company. We believe earnings potential could exceed $2.65 in 3-5
years. The stock is reasonably valued at less than 13 times normalized earnings
and has a dividend yield of greater than 5%.

MERIDIAN GROWTH FUND
SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The SEC adopted a requirement that all Funds present their categories of
portfolio holdings in a table, chart or graph format in their annual and
semi-annual shareholder reports, whether or not a schedule of investments is
utilized. The following table, which presents portfolio holdings as a percentage
of net asset value, is provided in compliance with such requirement.

<Table>

PORTFOLIO HOLDINGS BY CATEGORY (% OF NET ASSET VALUE)
Technology.............................................. 15.8% $ 258,321,884
Healthcare Services..................................... 8.9% 144,936,791
Retail.................................................. 8.9% 146,292,725
Industrial Services..................................... 7.3% 118,741,800
Telecommunications Equipment............................ 7.2% 118,248,149
Restaurants............................................. 6.1% 100,140,735
Industrial Products..................................... 5.3% 86,520,185
Insurance............................................... 4.6% 76,160,523
Consumer Services....................................... 4.5% 72,883,638
Brokerage & Money Market Management..................... 4.0% 66,276,669
Healthcare Products..................................... 3.9% 64,291,469
Banking/Finance......................................... 3.8% 61,408,619
Apparel................................................. 2.8% 46,172,763
Construction............................................ 2.3% 38,366,111
Real Estate............................................. 2.3% 37,197,595
U.S. Government Obligations............................. 2.2% 36,917,236
Cellular Communications................................. 2.1% 34,939,760
Business Services....................................... 1.5% 24,974,202
Furniture & Fixtures.................................... 1.1% 17,542,149
Consumer Durables....................................... 1.0% 15,592,160
Transportation.......................................... 1.0% 15,578,646
Cash and Other Assets Less Liabilities.................. 3.4% 55,233,535
---- --------------
Total Net Assets........................................ 100% $1,636,737,344
==== ==============
</Table>

See accompanying notes to financial statements
4

MERIDIAN VALUE FUND
SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>

PORTFOLIO HOLDINGS BY CATEGORY (% OF NET ASSET VALUE)
Consumer Products....................................... 13.8% $ 333,051,533
Industrial Products..................................... 9.6% 230,669,302
Energy.................................................. 9.2% 222,287,242
Media................................................... 6.5% 156,488,864
Technology.............................................. 5.8% 140,159,552
Retail.................................................. 5.4% 130,556,446
Banking/Finance......................................... 4.9% 117,123,028
Real Estate............................................. 4.7% 112,310,680
Insurance............................................... 4.2% 101,138,321
Aerospace/Defense....................................... 3.8% 91,543,108
Telecommunications Services............................. 3.7% 89,997,007
Industrial Services..................................... 3.4% 82,437,832
U.S. Government Obligations............................. 2.7% 64,835,160
Leisure & Amusement..................................... 2.7% 63,846,975
Transportation.......................................... 2.3% 54,847,744
Information Technology Services......................... 1.9% 45,160,419
Consumer Services....................................... 1.8% 44,207,982
Furniture & Fixtures.................................... 1.6% 38,727,284
Telecommunications Equipment............................ 1.6% 38,324,285
Paper/Forest Products................................... 1.4% 33,583,160
Healthcare Products..................................... 1.1% 25,383,446
Utilities............................................... 1.0% 24,818,586
Consumer Durables....................................... 1.0% 24,223,500
Healthcare Services..................................... 1.0% 22,948,650
Basic Materials......................................... 0.9% 21,028,135
Agriculture............................................. 0.8% 20,260,440
Cash and Other Assets Less Liabilities.................. 3.2% 76,159,961
---- --------------
Total Net Assets........................................ 100% $2,406,118,642
==== ==============
</Table>

See accompanying notes to financial statements
5

MERIDIAN FUND, INC.
DISCLOSURE OF FUND EXPENSES
FOR THE SIX MONTH PERIOD (JULY 01, 2004 TO DECEMBER 31, 2004) (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

We believe it is important for you to understand the impact of fees and expenses
on your investment. All mutual funds have operating expenses. As a shareholder
of the fund, you incur ongoing costs, which include costs for portfolio
management, administrative services, and shareholder reports (like this one),
among others. Operating expenses, which are deducted from a fund's gross income,
directly reduce the investment return of the portfolio. A fund's expenses are
expressed as a percentage of its average net assets. This figure is known as the
expense ratio. The following examples are intended to help you understand the
ongoing costs (in dollars) of investing in your fund and to compare these costs
with those of other mutual funds. The examples are based on an investment of
$1,000 made at the beginning of the period shown and held for the entire period
and assume reinvestment of all dividends and distributions.

<Table>
<Caption>
Beginning Ending Expenses
Account Value Account Value Expense Paid During
07/01/04 12/31/04 Ratio(1) Period(2)
------------- ------------- --------- -----------

ACTUAL FUND RETURN
(See explanation below)
Meridian Growth Fund........................ $1,000.00 $1,068.70 0.85% $4.41
Meridian Value Fund......................... $1,000.00 $1,079.40 1.07% $5.63
HYPOTHETICAL 5% RETURN(3)
(See explanation below)
Meridian Growth Fund........................ $1,000.00 $1,020.95 0.85% $4.30
Meridian Value Fund......................... $1,000.00 $1,019.79 1.07% $5.47
</Table>

(1) Annualized, based on the Portfolio's most recent fiscal half-year expenses.

(2) Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by the number of days in
the most recent fiscal half-year, then divided by 365.

(3) Before expenses.

This table illustrates your fund's costs in two ways:

ACTUAL FUND RETURN: This section helps you to estimate the actual expenses that
you paid over the period. The "Ending Account Value" shown is derived from the
fund's ACTUAL return, the third column shows the period's annualized expense
ratio, and the last column shows the dollar amount that would have been paid by
an investor who started with $1,000 in the fund at the beginning of the period.
You may use the information here, together with your account value, to estimate
the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period."

HYPOTHETICAL 5% RETURN: This section is intended to help you compare your fund's
costs with those of other mutual funds. It assumes that the fund had a return of
5% before expenses during the period shown, but that the expense ratio is
unchanged. In this case, because the return used is NOT the fund's actual
return, the results do not apply to your investment. You can assess your fund's
costs by comparing this 5% Return hypothetical example with the 5% Return
hypothetical examples that appear in shareholder reports of other funds.

MERIDIAN FUND, INC.
DISCLOSURE OF FUND EXPENSES (CONTINUED)
FOR THE SIX MONTH PERIOD (JULY 01, 2004 TO DECEMBER 31, 2004) (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs such as short-term
redemption and exchange fees or sales and service charges you may pay third
party Broker/Dealers. Had these transactional costs been included, your costs
would have been higher. Therefore, the hypothetical section of the table is
useful in comparing ongoing costs only, and will not help you determine the
relative total costs of owning different funds.

MERIDIAN GROWTH FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Shares Value
--------- --------------

COMMON STOCK - 94.4%

APPAREL - 2.8%
Fossil, Inc. ........... 880,482 $ 22,575,558
Polo Ralph Lauren
Corp.*................ 553,925 23,597,205
--------------
46,172,763

BANKING/FINANCE - 3.8%
Silicon Valley
Bancshares............ 842,800 37,774,296
UCBH Holdings, Inc.*.... 515,808 23,634,323
--------------
61,408,619

BROKERAGE & MONEY MANAGEMENT - 4.0%
Affiliated Managers
Group, Inc. .......... 419,045 28,386,108
T. Rowe Price Group,
Inc.*................. 609,173 37,890,561
--------------
66,276,669

BUSINESS SERVICES - 1.5%
Hewitt Associates,
Inc. ................. 780,200 24,974,202

CELLULAR COMMUNICATIONS - 2.1%
American Tower Corp.
Class A............... 1,898,900 34,939,760

CONSTRUCTION - 2.3%
Granite Construction,
Inc.*................. 1,442,335 38,366,111

CONSUMER DURABLES - 1.0%
Matthews International
Corp.*................ 423,700 15,592,160

CONSUMER SERVICES - 4.5%
Regis Corp.*............ 755,800 34,880,170
Rollins, Inc.*.......... 606,725 15,969,002
Weight Watchers
International,
Inc. ................. 536,510 22,034,466
--------------
72,883,638

FURNITURE & FIXTURES - 1.1%
Herman Miller, Inc.*.... 634,895 17,542,149

HEALTHCARE PRODUCTS - 3.9%
C. R. Bard, Inc.*....... 231,425 14,806,571
Edwards Lifesciences
Corp. ................ 618,985 25,539,321
Steris Corp. ........... 1,009,510 23,945,577
--------------
64,291,469
</Table>

<Table>
<Caption>
Shares Value
--------- --------------

HEALTHCARE SERVICES - 8.9%
Apria Healthcare Group,
Inc. ................. 587,525 $ 19,358,949
DaVita, Inc. ........... 1,023,472 40,457,848
Laboratory Corporation
of America Holdings... 775,200 38,620,464
LifePoint Hospitals,
Inc. ................. 1,107,000 38,545,740
Renal Care Group,
Inc. ................. 221,000 7,953,790
--------------
144,936,791

INDUSTRIAL PRODUCTS - 5.3%
Airgas, Inc.*........... 856,325 22,701,176
Dionex Corp. ........... 538,264 30,503,421
Tektronix, Inc.*........ 1,102,800 33,315,588
--------------
86,520,185

INDUSTRIAL SERVICES - 7.3%
Allied Waste Industries,
Inc. ................. 2,665,425 24,735,144
EGL, Inc. .............. 1,052,778 31,467,534
Republic Services,
Inc.*................. 968,300 32,476,782
United Rentals, Inc. ... 1,590,600 30,062,340
--------------
118,741,800

INSURANCE - 4.6%
Mercury General
Corp.*................ 638,900 38,282,888
Willis Group Holdings
Limited*.............. 920,030 37,877,635
--------------
76,160,523

REAL ESTATE - 2.3%
Host Marriott Corp.*.... 2,150,150 37,197,595
--------------

RESTAURANTS - 6.1%
Applebee's
International,
Inc.*................. 1,366,460 36,142,867
CBRL Group, Inc.*....... 856,188 35,831,468
Ruby Tuesday, Inc.*..... 1,080,000 28,166,400
--------------
100,140,735
</Table>

The accompanying notes are an integral part of the financial statements
8

MERIDIAN GROWTH FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Shares Value
--------- --------------

COMMON STOCK (continued)
RETAIL - 8.9%
Claire's Stores,
Inc.*................. 1,675,900 $ 35,612,875
Cost Plus, Inc. ........ 987,224 31,719,507
Ethan Allen Interiors,
Inc.*................. 886,400 35,473,728
Ross Stores, Inc.*...... 1,101,300 31,794,531
Tuesday Morning Corp. .. 381,720 11,692,084
--------------
146,292,725

TECHNOLOGY - 15.8%
Advent Software,
Inc. ................. 1,056,838 21,644,042
American Power
Conversion Corp.*..... 1,581,073 33,834,962
Autodesk, Inc.*......... 1,063,664 40,366,049
FileNET Corp. .......... 718,800 18,516,288
Getty Images, Inc. ..... 440,000 30,294,000
KEMET Corp. ............ 142,800 1,278,060
Molex, Inc. Class A*.... 1,324,375 35,294,594
Symbol Technologies,
Inc.*................. 2,313,600 40,025,280
Vishay Intertechnology,
Inc. ................. 2,467,950 37,068,609
--------------
258,321,884

TELECOMMUNICATIONS EQUIPMENT - 7.2%
Andrew Corp. ........... 2,539,325 34,611,000
Plantronics, Inc.*...... 825,900 34,250,073
Scientific-Atlanta,
Inc.*................. 774,000 25,549,740
Tellabs, Inc. .......... 2,775,010 23,837,336
--------------
118,248,149

TRANSPORTATION - 1.0%
JetBlue Airways
Corp. ................ 670,915 15,578,646

TOTAL COMMON STOCK - 94.4%
(Identified cost $1,227,384,012)... 1,544,586,573
--------------
</Table>

<Table>
<Caption>
Value
--------------

U.S. GOVERNMENT OBLIGATIONS - 2.2%
U.S. Treasury Bill @ 1.726% due
01/06/05 (Face Value $10,000,000).. $ 9,997,492
U.S. Treasury Bill @ 2.017% due
02/03/05 (Face Value $7,000,000)... 6,987,264
U.S. Treasury Bill @ 2.211% due
03/03/05 (Face Value $20,000,000).. 19,932,480
--------------

TOTAL U.S. GOVERNMENT OBLIGATIONS
(Identified cost $36,911,402)...... 36,917,236
--------------

TOTAL INVESTMENTS - 96.6%
(Identified cost $1,264,295,414)... 1,581,503,809

CASH AND OTHER ASSETS LESS
LIABILITIES - 3.4%................... 55,233,535
--------------

NET ASSETS - 100%...................... $1,636,737,344
==============
</Table>

* income producing

The accompanying notes are an integral part of the financial statements
9

MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Shares Value
--------- --------------

COMMON STOCK - 94.1%

AEROSPACE/DEFENSE - 3.8%
BE Aerospace, Inc. ..... 876,100 $ 10,197,804
Empresa Brasileira de
Aeronautica S.A.
ADR*.................. 1,073,900 35,911,216
Northrop Grumman
Corp.*................ 835,800 45,434,088
--------------
91,543,108

AGRICULTURE - 0.8%
Agrium, Inc.*........... 1,202,400 20,260,440

BANKING/FINANCE - 4.9%
Annaly Mortgage
Management, Inc.*..... 1,321,700 25,931,754
Greater Bay Bancorp.*... 817,385 22,788,694
SunTrust Banks, Inc.*... 347,000 25,636,360
Washington Mutual,
Inc.*................. 1,011,500 42,766,220
--------------
117,123,028

BASIC MATERIALS - 0.9%
Newmont Mining Corp.*... 473,500 21,028,135

CONSUMER PRODUCTS - 13.8%
Activision, Inc. ....... 2,840,561 57,322,521
Chiquita Brands
International,
Inc.*................. 180,400 3,979,624
Del Monte Foods Co. .... 3,395,400 37,417,308
Eastman Kodak Co.*...... 1,379,200 44,479,200
Fomento Economico
Mexicano, S.A. de C.V.
ADR*.................. 748,700 39,389,107
Kraft Foods, Inc. *..... 662,500 23,591,625
Leggett & Platt,
Inc.*................. 1,479,700 42,067,871
Newell Rubbermaid,
Inc.*................. 1,994,600 48,249,374
Sensient Technologies
Corp. *............... 508,100 12,189,319
Sony Corp. ADR*......... 625,400 24,365,584
--------------
333,051,533
CONSUMER DURABLES - 1.0%
Whirlpool Corp.*........ 350,000 24,223,500

CONSUMER SERVICES - 1.8%
ServiceMaster Co.*...... 3,205,800 44,207,982
</Table>

<Table>
<Caption>
Shares Value
--------- --------------

ENERGY - 9.2%
Arch Coal, Inc.*........ 1,133,300 $ 40,277,482
El Paso Corp.*.......... 3,274,300 34,052,720
GlobalSanteFe Corp.*.... 1,165,000 38,573,150
Hanover Compressor
Co. .................. 1,691,400 23,899,482
National-Oilwell,
Inc. ................. 1,271,600 44,874,764
Tidewater, Inc.*........ 1,140,400 40,609,644
--------------
222,287,242

FURNITURE & FIXTURES - 1.6%
Furniture Brands
International,
Inc.*................. 1,298,300 32,522,415
LA-Z-Boy, Inc. *........ 403,700 6,204,869
--------------
38,727,284

HEALTHCARE PRODUCTS - 1.1%
Baxter International,
Inc.*................. 734,900 25,383,446

HEALTHCARE SERVICES - 1.0%
Universal Health
Services, Inc. Class B
*..................... 515,700 22,948,650

INDUSTRIAL PRODUCTS - 9.6%
ArvinMeritor, Inc.*..... 1,544,300 34,545,991
Cummins, Inc.*.......... 309,200 25,907,868
Eastman Chemical Co.*... 485,800 28,045,234
General Electric Co.*... 631,400 23,046,100
Manitowoc Co., Inc.*.... 874,000 32,906,100
Mettler-Toledo
International,
Inc. ................. 694,000 35,609,140
Packaging Corp. of
America*.............. 894,700 21,070,185
Smurfit-Stone Container
Corp. ................ 1,581,300 29,538,684
--------------
230,669,302

INDUSTRIAL SERVICES - 3.4%
Allied Waste Industries,
Inc. ................. 4,200,100 38,976,928
Waste Management,
Inc.*................. 1,451,600 43,460,904
--------------
82,437,832

INFORMATION TECHNOLOGY SERVICES - 1.9%
Automatic Data
Processing, Inc.*..... 536,600 23,798,210
BearingPoint, Inc. ..... 2,660,300 21,362,209
--------------
45,160,419
</Table>

The accompanying notes are an integral part of the financial statements
10

MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Shares Value
--------- --------------

COMMON STOCK (continued)
INSURANCE - 4.2%
Conseco, Inc. .......... 2,656,600 $ 52,999,170
MGIC Investment Corp.*.. 341,800 23,553,438
Nationwide Financial
Services, Inc. Class
A*.................... 643,100 24,585,713
--------------
101,138,321
LEISURE & AMUSEMENT - 2.7%
Boyd Gaming Corp.*...... 861,100 35,864,815
Royal Caribbean Cruises
Ltd.*................. 514,000 27,982,160
--------------
63,846,975

MEDIA - 6.5%
ADVO, Inc.*............. 598,250 21,327,611
Hearst-Argyle
Television, Inc.*..... 234,800 6,194,024
Interpublic Group of
Companies, Inc. ...... 2,537,600 34,003,840
Lamar Advertising Co.
Class A............... 950,900 40,679,502
Time Warner, Inc. ...... 2,168,000 42,145,920
Valassis Communications,
Inc. ................. 346,700 12,137,967
--------------
156,488,864

PAPER/FOREST PRODUCTS - 1.4%
Aracruz Celulose S.A.
ADR*.................. 890,800 33,583,160

REAL ESTATE - 4.7%
Apartment Investment &
Management Co. Class
A*.................... 651,700 25,116,518
Equity Residential *.... 751,400 27,185,652
Host Marriott Corp.*.... 3,468,700 60,008,510
--------------
112,310,680
</Table>

<Table>
<Caption>
Shares Value
--------- --------------

RETAIL - 5.4%
BJ's Wholesale Club,
Inc. ................. 927,200 $ 27,009,336
Christopher & Banks
Corp. *............... 616,200 11,368,890
May Department Stores
Co. *................. 858,700 25,245,780
Office Depot, Inc. ..... 1,532,700 26,607,672
Pier 1 Imports, Inc.*... 1,289,800 25,409,060
Too, Inc. .............. 609,800 14,915,708
--------------
130,556,446

TECHNOLOGY - 5.8%
AVX Corp.*.............. 788,800 9,938,880
Celestica, Inc. ........ 1,299,600 18,337,356
Coherent, Inc. ......... 958,750 29,184,350
Credence Systems
Corp. ................ 3,128,164 28,622,701
Storage Technology
Corp. ................ 776,500 24,545,165
Symbol Technologies,
Inc.*................. 1,707,000 29,531,100
--------------
140,159,552

TELECOMMUNICATIONS EQUIPMENT - 1.6%
Tellabs, Inc. .......... 4,461,500 38,324,285

TELECOMMUNICATIONS SERVICES - 3.7%
Comcast Corp. Special
Class A............... 1,900,000 62,396,000
Tele Norte Leste
Participacoes S.A.
ADR*.................. 1,636,100 27,601,007
--------------
89,997,007

TRANSPORTATION - 2.3%
Burlington Northern
Santa Fe Corp.*....... 544,900 25,779,219
SkyWest, Inc.*.......... 1,449,079 29,068,525
--------------
54,847,744

UTILITIES -1.0%
TECO Energy, Inc.*...... 1,617,900 24,818,586

TOTAL COMMON STOCK - 94.1%
(Identified cost $1,903,503,122)... 2,265,123,521
--------------
</Table>

The accompanying notes are an integral part of the financial statements
11

<Table>
<Caption>
Value
--------------

U.S. GOVERNMENT OBLIGATIONS - 2.7%
U.S. Treasury Bill @ 1.900% due
01/27/05 (Face Value
$35,000,000)....................... $ 34,951,830
U.S. Treasury Bill @ 2.034% due
02/24/05 (Face Value
$15,000,000)....................... 14,955,000
U.S. Treasury Bill @ 2.212% due
03/24/05 (Face Value
$15,000,000)....................... 14,928,330
--------------

TOTAL U.S. GOVERNMENT OBLIGATIONS
(Identified cost $64,833,715)...... 64,835,160
--------------

TOTAL INVESTMENTS - 96.8% (Identified
cost $1,968,337,137)............... 2,329,958,681

CASH AND OTHER ASSETS LESS
LIABILITIES - 3.2%................... 76,159,961
--------------

NET ASSETS - 100%...................... $2,406,118,642
==============
</Table>

* income producing

ADR - American Depository Receipt

The accompanying notes are an integral part of the financial statements
12

MERIDIAN FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Growth Fund Value Fund
-------------- --------------

ASSETS
Investments (Cost $1,264,295,414 and $1,968,337,137)... $1,581,503,809 $2,329,958,681
Cash and cash equivalents.............................. 61,873,464 74,592,445
Receivable for:
Capital shares...................................... 6,049,635 2,660,442
Dividends........................................... 898,772 3,500,620
Interest............................................ 73,500 83,581
Securities sold..................................... 5,762,669 1,827,115
Prepaid expenses....................................... 16,201 26,618
-------------- --------------
TOTAL ASSETS........................................ 1,656,178,050 2,412,649,502
-------------- --------------

LIABILITIES
Payable for:
Capital shares...................................... 1,122,767 1,441,024
Securities purchased................................ 17,217,036 2,798,311
Accrued expenses:
Investment advisory fees............................ 1,010,649 2,015,488
Other payables and accrued expenses................. 90,254 276,037
-------------- --------------
TOTAL LIABILITIES................................... 19,440,706 6,530,860
-------------- --------------
NET ASSETS............................................... $1,636,737,344 $2,406,118,642
============== ==============
Capital shares issued and outstanding, par value $0.01
(500,000,000 and 500,000,000 shares authorized)........ 43,951,009 63,167,924
============== ==============
Net asset value per share (offering and redemption
price)................................................. $37.24 $38.09
============== ==============
Net Assets consist of:
Paid in capital........................................ $1,319,908,674 $1,996,208,606
Accumulated net realized gain.......................... 1,350,117 59,916,666
Net unrealized appreciation on investments and foreign
currency translations............................... 317,208,395 361,621,544
Accumulated undistributed net investment loss.......... (1,729,842) (11,628,174)
-------------- --------------
$1,636,737,344 $2,406,118,642
============== ==============
</Table>

The accompanying notes are an integral part of the financial statements
13

MERIDIAN FUND, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Growth Fund Value Fund
------------ ------------

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $0 and
$262,046, respectively)................................ $ 3,457,066 $ 15,539,970
Interest.................................................. 500,015 740,647
Other income.............................................. 94,533 973
------------ ------------
Total Investment Income.............................. 4,051,614 16,281,590
------------ ------------
EXPENSES
Investment advisory fees.................................. 5,193,822 11,183,799
Transfer agent fees....................................... 233,525 304,619
Custodian fees............................................ 87,149 153,384
Reports to shareholders................................... 76,498 138,486
Pricing fees.............................................. 83,323 135,183
Registration and filing fees.............................. 70,016 48,195
Professional fees......................................... 24,639 25,067
Miscellaneous expenses.................................... 6,976 12,424
Directors' fees and expenses.............................. 5,508 9,245
------------ ------------
Total expenses....................................... 5,781,456 12,010,402
------------ ------------
Net investment income (loss).............................. (1,729,842) 4,271,188
------------ ------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments.......................... 1,484,852 101,319,300
Net change in unrealized appreciation on investments and
foreign currency translations.......................... 108,498,307 75,991,658
------------ ------------
Net gain on investments................................... 109,983,159 177,310,958
------------ ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ $108,253,317 $181,582,146
============ ============
</Table>

The accompanying notes are an integral part of the financial statements
14

MERIDIAN FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Growth Fund Value Fund
---------------------------------- ----------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
December 31, 2004 June 30, 2004 December 31, 2004 June 30, 2004
----------------- -------------- ----------------- --------------

OPERATIONS
Net investment income
(loss)..................... $ (1,729,842) $ (1,648,331) $ 4,271,188 $ 225,268
Net realized gain on
investments................ 1,484,852 40,400,086 101,319,300 360,394,828
Net increase in unrealized
appreciation of
investments................ 108,498,307 151,831,707 75,991,658 70,984,391
-------------- -------------- -------------- --------------
Net increase in net assets
from operations......... 108,253,317 190,583,462 181,582,146 431,604,487
-------------- -------------- -------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from ordinary
income..................... -- -- (15,996,325) --
Distributions from net
realized capital gain...... (23,730,416) (19,395,152) (288,643,714) --
-------------- -------------- -------------- --------------
Net distributions.......... (23,730,416) (19,395,152) (304,640,039) --
-------------- -------------- -------------- --------------
CAPITAL SHARE TRANSACTIONS
Proceeds from sales of
shares..................... 358,411,660 778,885,562 284,293,206 696,646,284
Reinvestment of
distribution............... 20,093,277 17,050,957 255,314,812 --
Less: redemptions............ (99,592,541) (142,215,841) (237,021,244) (358,213,242)
-------------- -------------- -------------- --------------
Increase resulting from
capital share
transactions............ 278,912,396 653,720,678 302,586,774 338,433,042
-------------- -------------- -------------- --------------
Total increase in net
assets..................... 363,435,297 824,908,988 179,528,881 770,037,529
NET ASSETS
Beginning of period.......... 1,273,302,047 448,393,059 2,226,589,761 1,456,552,232
-------------- -------------- -------------- --------------
End of period................ $1,636,737,344 $1,273,302,047 $2,406,118,642 $2,226,589,761
============== ============== ============== ==============
</Table>

The accompanying notes are an integral part of the financial statements
15

MERIDIAN GROWTH FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Table>
<Caption>
For the Six
Months Ended For the fiscal Year Ended June 30,
December 31, -----------------------------------------------------------------
2004 2004 2003 2002 2001 2000 1999
------------ ---------- -------- -------- -------- -------- --------

Net Asset Value - Beginning
of period................. $35.38 $27.24 $28.10 $31.30 $29.45 $26.28 $33.26
---------- ---------- -------- -------- -------- -------- --------

Income from Investment
Operations
- --------------------------------
Net Investment Income
(Loss)*................... (0.04) (0.04) (0.08) (0.12) 2.26 0.11 0.16
Net Gains (Losses) on
Securities (both realized
and unrealized)........... 2.46 9.10 (0.11) (0.24) 3.89 4.99 (0.50)
---------- ---------- -------- -------- -------- -------- --------

Total From Investment
Operations................ 2.42 9.06 (0.19) (0.36) 6.15 5.10 (0.34)
---------- ---------- -------- -------- -------- -------- --------
Less Distributions
- ------------------
Distributions from Net
Investment Income......... 0.00 0.00 (0.06) 0.00 (2.44) (0.15) (0.14)
Distribution from Net
Realized Capital Gains.... (0.56) (0.92) (0.61) (2.84) (1.86) (1.78) (6.50)
---------- ---------- -------- -------- -------- -------- --------

Total Distributions........ (0.56) (0.92) (0.67) (2.84) (4.30) (1.93) (6.64)
---------- ---------- -------- -------- -------- -------- --------

Net Asset Value - End of
Period.................... $37.24 $35.38 $27.24 $28.10 $31.30 $29.45 $26.28
========== ========== ======== ======== ======== ======== ========

Total Return............... 6.87% 33.65% (0.20%) 0.42% 23.34% 21.45% 3.05%
========== ========== ======== ======== ======== ======== ========
Ratios/Supplemental Data
- ------------------------

Net Assets, End of Period
(000's)................... $1,636,737 $1,273,302 $448,393 $310,659 $182,117 $140,990 $185,683

Ratio of Expenses to
Average Net Assets........ 0.85%** 0.88% 0.95% 1.02% 1.04% 1.09% 1.01%
Ratio of Net Investment
Income (Loss) to Average
Net Assets................ (0.25%)** (0.21%) (0.47%) (0.62%) (0.26%) 0.31% 0.49%
Portfolio Turnover Rate.... 28%** 19% 27% 26% 43% 28% 51%

For the fiscal Year Ended June 30,
-----------------------------------------
1998 1997 1996 1995
-------- -------- -------- --------

Net Asset Value - Beginning
of period................. $33.20 $32.21 $27.29 $24.27
-------- -------- -------- --------
Income from Investment
Operations
- ---------------------------
Net Investment Income
(Loss)*................... 0.27 0.40 0.30 0.27
Net Gains (Losses) on
Securities (both realized
and unrealized)........... 4.92 3.71 5.47 3.63
-------- -------- -------- --------
Total From Investment
Operations................ 5.19 4.11 5.77 3.90
-------- -------- -------- --------
Less Distributions
- ------------------
Distributions from Net
Investment Income......... (0.32) (0.36) (0.31) (0.18)
Distribution from Net
Realized Capital Gains.... (4.81) (2.76) (0.54) (0.70)
-------- -------- -------- --------
Total Distributions........ (5.13) (3.12) (0.85) (0.88)
-------- -------- -------- --------
Net Asset Value - End of
Period.................... $33.26 $33.20 $32.21 $27.29
======== ======== ======== ========
Total Return............... 16.92% 13.92% 21.40% 16.44%
======== ======== ======== ========
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period
(000's)................... $296,803 $353,029 $384,087 $328,153
Ratio of Expenses to
Average Net Assets........ 0.95% 0.96% 0.96% 1.06%
Ratio of Net Investment
Income (Loss) to Average
Net Assets................ 0.76% 1.23% 0.99% 1.18%
Portfolio Turnover Rate.... 38% 37% 34% 29%
</Table>

* Net Investment Income (Loss) per share has been computed before adjustments
for book/tax differences.

** Annualized

The accompanying notes are an integral part of the financial statements
16

MERIDIAN VALUE FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Table>
<Caption>
For the Six
Months Ended For the fiscal Year Ended June 30,
December 31, ------------------------------------------------------------------
2004 2004 2003 2002 2001 2000 1999
------------ ---------- ---------- ---------- ------- ------- -------

Net Asset Value -
Beginning of Period.... $40.35 $31.65 $30.34 $30.98 $25.88 $22.29 $19.30
---------- ---------- ---------- ---------- ------- ------- -------
Income from Investment
Operations
- --------------------------------
Net Investment Income
(Loss)**............... 0.10 0.00 (0.03) (0.05) 1.12 0.05 (0.10)
Net Gains (Losses) on
Securities (both
realized and
unrealized)............ 3.03 8.70 1.34 (0.51) 5.75 5.91 3.56
---------- ---------- ---------- ---------- ------- ------- -------
Total From Investment
Operations............. 3.13 8.70 1.31 (0.56) 6.87 5.96 3.46
---------- ---------- ---------- ---------- ------- ------- -------
Less Distributions
- ------------------
Distribution from Net
Investment Income...... (0.28) 0.00 0.00 (0.04) (1.09) 0.00 0.00
Distribution from Net
Realized Capital
Gains.................. (5.11) 0.00 0.00 (0.04) (0.68) (2.37) (0.47)
---------- ---------- ---------- ---------- ------- ------- -------
Total Distributions..... (5.39) 0.00 0.00 (0.08) (1.77) (2.37) (0.47)
Net Asset Value - End of
Period................. $38.09 $40.35 $31.65 $30.34 $30.98 $25.88 $22.29
========== ========== ========== ========== ======= ======= =======
Total Return............ 7.94% 27.49% 4.32% (1.78%) 27.95% 29.63% 18.92%
========== ========== ========== ========== ======= ======= =======
Ratios/Supplemental Data
- ------------------------
Net Assets, End of
Period (000's)......... $2,406,119 $2,226,590 $1,456,552 $1,297,207 $768,559 $87,930 $24,912
Ratio of Expenses to
Average Net Assets..... 1.07%*** 1.09% 1.11% 1.12% 1.10% 1.41% 1.63%
Ratio of Net Investment
Income (Loss) to
Average Net Assets..... 0.38%*** 0.01% (0.12%) (0.22%) 0.60% 0.39% (0.65%)
Portfolio Turnover
Rate................... 61%*** 81% 60% 54% 76% 86% 124%

For the fiscal Year Ended June 30,
-------------------------------------
1998 1997 1996 1995
------- ------- ------- -------

Net Asset Value -
Beginning of Period.... $17.40 $15.32 $10.27 $9.87
------- ------- ------- -------
Income from Investment
Operations
- ------------------------
Net Investment Income
(Loss)**............... (0.19) (0.26) (0.10) (0.04)
Net Gains (Losses) on
Securities (both
realized and
unrealized)............ 4.32 3.20 5.15 0.44
------- ------- ------- -------
Total From Investment
Operations............. 4.13 2.94 5.05 0.40
------- ------- ------- -------
Less Distributions
- ------------------
Distribution from Net
Investment Income...... 0.00 0.00 0.00 0.00
Distribution from Net
Realized Capital
Gains.................. (2.23) (0.86) 0.00 0.00
------- ------- ------- -------
Total Distributions..... (2.23) (0.86) 0.00 0.00
Net Asset Value - End of
Period................. $19.30 $17.40 $15.32 $10.27
======= ======= ======= =======
Total Return............ 26.05% 20.55%+ 49.17%+ 4.05%+
======= ======= ======= =======
Ratios/Supplemental Data
- ------------------------
Net Assets, End of
Period (000's)......... $12,196 $7,340 $3,472 $715
Ratio of Expenses to
Average Net Assets..... 2.16% 2.51%* 2.55%* 2.78%*
Ratio of Net Investment
Income (Loss) to
Average Net Assets..... (1.35%) (1.96%)* (1.36%)* (0.58%)*
Portfolio Turnover
Rate................... 133% 144% 125% 77%
</Table>

+ The total returns would have been lower had certain expenses not been reduced
during the periods shown.

* Not representative of expenses incurred by the Fund as the Adviser waived
its fee and/or paid certain expenses of the Fund. As indicated in Note 2,
the Investment Manager may reduce a portion of its fee and absorb certain
expenses of the Fund. Had these fees and expenses not been reduced and
absorbed, the ratio of expenses to average net assets would have been 2.80%,
6.47% and 14.64%, and the ratio of net investment income to average net
assets would have been a loss of 2.25%, 5.28% and 12.44%, for the periods
ended June 30, 1997 through June 30, 1995, respectively.

** Net Investment Income (Loss) per share has been computed before adjustments
for book/tax differences.

*** Annualized

The accompanying notes are an integral part of the financial statements
17

MERIDIAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: Meridian Fund, Inc., (the
"Company"), is comprised of the Meridian Growth Fund (the "Growth Fund") and
the Meridian Value Fund (the "Value Fund"). The Growth Fund and the Value
Fund (each a "Fund" and collectively, the "Funds") are registered under the
Investment Company Act of 1940, as no-load, diversified, open-end management
investment companies. The Growth Fund began operations and was registered on
August 1, 1984. The Value Fund began operations on February 10, 1994 and was
registered on February 7, 1994.

The primary investment objective of the Growth Fund is to seek long-term
growth of capital. Originally named Meridian Fund, the name was changed
effective April 20, 2001 to Meridian Growth Fund, to more closely reflect
the investment style. There was no change in how the Fund is managed.

The primary investment objective of the Value Fund is to seek long-term
growth of capital.

The following is a summary of significant accounting policies for both
Funds:

a. INVESTMENT VALUATIONS: Marketable securities are valued at the closing
price or last sales price on the principal exchange or market on which
they are traded; or, if there were no sales that day, at the last
reported bid price.

b. FEDERAL INCOME TAXES: It is the Funds' policy to comply with the
requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") applicable to regulated investment companies and to
distribute all of its taxable income to its shareholders; therefore, no
federal income tax provision is required.

c. SECURITY TRANSACTIONS: Security transactions are accounted for on the
date the securities are purchased or sold (trade date). Realized gains
and losses on security transactions are determined on the basis of
specific identification for both financial statement and federal income
tax purposes. Dividend income is recorded on the ex-dividend date.
Interest income is accrued daily.

d. CASH AND CASH EQUIVALENTS: All highly liquid investments with an
original maturity of three months or less are considered to be cash
equivalents. Available funds are automatically swept into a Cash Reserve
account, which preserves capital with a consistently competitive rate of
return. Interest accrues daily and is credited by the third business day
of the following month.

e. EXPENSES: Expenses arising in connection with the Fund are charged
directly to the Fund. Expenses common to the Funds are generally
allocated to each Fund in proportion to their relative net assets.

f. USE OF ESTIMATES: The preparation of financial statements in accordance
with accounting principals generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities at the date of the
financial statements. Actual amounts could differ from those estimates.

g. DISTRIBUTIONS TO SHAREHOLDERS: The Funds record distributions to
shareholders on the ex-date. The amount of distributions from net
investment income and net realized capital gains are determined in
accordance with federal income tax regulations which may differ from
generally accepted accounting principles. These "book/tax" differences
are either considered temporary or permanent in nature. To

MERIDIAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

the extent these differences are permanent in nature, such amounts are
reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require
reclassification.

Distributions which exceed net investment income and net realized
capital gains are reported as distributions in excess of net investment
income or distributions in excess of net realized capital gains for
financial reporting purposes but not for tax purposes. To the extent
they exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.

Permanent book-tax differences, if any, are not included in ending
undistributed net investment income (loss) for the purposes of
calculating net investment income (loss) per share in the Financial
Highlights

h. GUARANTEES AND INDEMNIFICATION: Under the Funds' organizational
documents, its Officers and Directors are indemnified against certain
liability arising out of the performance of their duties to the Funds.
Additionally, in the normal course of business, the Funds enter into
contracts with service providers that contain general indemnification
clauses. The Funds' maximum exposure under these arrangements is unknown
as this would involve future claims that may be made against the Funds
that have not yet occurred. However, based on experience, the Funds
expect the risk of loss to be remote.

2. RELATED PARTIES: The Funds have entered into a management agreement with
Aster Investment Management Company, Inc. (the "Investment Adviser").
Certain Officers and/or Directors of the Funds are also Officers and/or
Directors of the Investment Adviser. Beneficial ownership in the Funds by
Richard F. Aster, Jr., President, as of December 31, 2004 were as follows:

<Table>

Growth Fund............................... 1.0%
Value Fund................................ 0.5%
</Table>

The Investment Adviser receives from the Growth Fund, as compensation for
its services, an annual fee of 1% of the first $50,000,000 of the Growth
Fund's net assets and 0.75% of the Growth Fund's net assets in excess of
$50,000,000. The fee is paid monthly and calculated based on that month's
daily average net assets. The Investment Adviser receives from the Value
Fund, as compensation for its services, an annual fee of 1% of the Value
Fund's net assets. The fee is paid monthly and calculated based on that
month's daily average net assets. The Investment Adviser has agreed to limit
the expenses of both Funds to 2.50% with respect to this limit, the
Investment Adviser did not reimburse either fund during 2004.

3. CAPITAL SHARES TRANSACTIONS: The Growth Fund and Value Fund have authorized
500,000,000 and 500,000,000 common shares at a par value of $.01 per share,
respectively. Transactions in capital shares for the six months ended
December 31, 2004 and the year ended June 30, 2004 were as follows:

<Table>
<Caption>
Growth Fund Value Fund
-------------------------- ---------------------------
December 31, June 30, December 31, June 30,
2004 2004 2004 2004
------------ ---------- ------------ -----------

Shares sold.................... 10,314,730 23,312,706 7,291,857 18,921,842
Shares issued on reinvestment
of distributions............. 548,098 533,742 6,795,710 --
---------- ---------- ---------- -----------
10,862,828 23,846,448 14,087,567 18,921,842
Shares redeemed................ (2,900,005) (4,317,352) (6,095,862) (9,759,558)
---------- ---------- ---------- -----------
Net increase................... 7,962,823 19,529,096 7,991,705 9,162,284
---------- ---------- ---------- -----------
</Table>

4. COMPENSATION OF DIRECTORS AND OFFICERS: Directors and Officers of the Funds
who are Directors and/or Officers of the Investment Adviser receive no
compensation from the Funds. Directors of the Funds who are not interested
persons as defined in the Investment Company Act of 1940 receive
compensation in the amount of $3,000 per annum and a $2,000 purchase of
Meridian Growth Fund or Meridian Value Fund shares, plus expenses and a
$1,000 purchase in one of the funds for each additional Board of Directors
meeting attended other than the annual meeting.

5. COST OF INVESTMENTS: The cost of investments purchased and the proceeds from
sales of investments, excluding short-term obligations, for the six months
December 31, 2004, were as follows:

<Table>
<Caption>
Purchases Proceeds from Sales
------------ -------------------

Growth Fund............................................ $420,231,220 $185,665,965
Value Fund............................................. 643,673,343 667,247,509
</Table>

The cost of purchases and redemptions at maturity of U.S. Government
securities were as follows:

<Table>
<Caption>
Purchases Redeemed at Maturity
------------ --------------------

Growth Fund.......................................... $ 55,763,845 $28,020,000
Value Fund........................................... 124,557,893 60,000,000
</Table>

6. DISTRIBUTION INFORMATION: Income and long-term capital gains distributions
are determined in accordance with federal income tax regulations, which may
differ from generally accepted accounting principles accepted in the United
States. The tax character of distributions made during the fiscal years
ended June 30, 2003 and June 30, 2004 were as follows:

<Table>
<Caption>
2003 TAXABLE DISTRIBUTIONS
Net
Ordinary Long-Term Total
Fund Income Capital Gains Distributions
---- -------- ------------- -------------

Growth Fund.............................................. $699,328 $7,469,877 $8,169,205
Value Fund............................................... -- -- --
</Table>

<Table>
<Caption>
2004 TAXABLE DISTRIBUTIONS
Net
Ordinary Long-Term Total
Fund Income Capital Gains Distributions
---- ---------- ------------- -------------

Growth Fund........................................... $ -- $19,395,152 $19,395,152
Value Fund............................................ -- -- --
</Table>

7. FEDERAL INCOME TAXES: Permanent differences, incurred during the year ended
June 30, 2004, resulting from differences in book and tax accounting have
been reclassified at year end to undistributed net investment income,
accumulated realized gain/(loss) and paid-in capital were as follows:

<Table>
<Caption>
Increase/Decrease Increase/Decrease
Undistributed Accumulated
Net Investment Realized
Fund Income Gain/(Loss)
---- ----------------- -----------------

Growth Fund........................................... $1,648,331 $(1,648,331)
Value Fund............................................ (128,305) 128,305
</Table>

The aggregate cost of investments for federal income tax purposes is as
follows:

<Table>
<Caption>
AGGREGATE AGGREGATE
GROSS GROSS
UNREALIZED UNREALIZED NET UNREALIZED
AGGREGATE COST APPRECIATION DEPRECIATION APPRECIATION
-------------- ------------ ------------ --------------

Growth Fund...................... $1,264,361,812 $322,057,000 $ (4,915,003) $317,141,997
Value Fund....................... 1,968,574,451 392,781,034 (31,396,803) 361,384,230
</Table>

<Table>
<Caption>
COMPONENTS OF ACCUMULATED EARNINGS (LOSSES) ON A TAX BASIS
GROWTH FUND VALUE FUND
------------ ------------

Undistributed ordinary income............................... $ 10,056,382 $ 96,963
Undistributed long-term capital gains....................... 13,674,732 250,017,726
Unrealized appreciation..................................... 208,574,655 282,853,240
------------ ------------
Total Accumulated Earnings................................ $232,305,769 $532,967,929
============ ============
</Table>

Post-October losses represent losses realized on investment transactions
from November 1, 2003 through June 30, 2004 that, in accordance with Federal
income tax regulations, the Funds have elected to defer and treat as having
arisen in the following fiscal year. As of June 30, 2004, there were no
Post-October losses in the current year for either fund.

The Value Fund utilized $104,603,182 of the 2003 capital loss carryover to
offset current year capital gains. There was no capital loss carryover in
the Growth Fund.

8. PROXY VOTING POLICIES AND PROCEDURES: Information regarding how the fund
voted proxies relating to portfolio securities during the most recent 12
month period ended June 30, 2004 along with a copy of the Fund's Proxy
Policy and Procedures are available (i) without charge, upon request, by
calling (800) 446-6662; or on our website at http://www.meridianfund.com;
and (ii) on the Securities and Exchange Commission ("SEC") website at
http://www.sec.gov.

9. PORTFOLIO HOLDINGS: The Funds file their complete schedule of portfolio
holdings with the SEC for the first and third quarters of each fiscal year
on Form N-Q. The Funds' Forms N-Q are available on the SEC's website at
http://www.sec.gov and may be reviewed and copied at the SEC's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling (800) SEC-0330.

(THIS PAGE INTENTIONALLY LEFT BLANK)

MERIDIAN FUND, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This report is submitted for
the information of shareholders of
Meridian Fund, Inc. It is not
authorized for distribution to
prospective investors unless
preceded or accompanied by an
effective prospectus.

---------------------------------------------------------
Officers and Directors

RICHARD F. ASTER, JR.
President and Director

RALPH CECHETTINI

MICHAEL S. ERICKSON

HERBERT C. KAY

JAMES B. GLAVIN

MICHAEL STOLPER
Directors

GREGG B. KEELING
Treasurer and Secretary

Custodian
PFPC TRUST COMPANY
Philadelphia, Pennsylvania

Transfer Agent and Disbursing Agent
PFPC INC.
King of Prussia, Pennsylvania
(800) 446-6662

Counsel
MORRISON & FOERSTER LLP
Washington, D.C.

Auditors
PRICEWATERHOUSECOOPERS LLP
San Francisco, California

MERIDIAN GROWTH FUND(R)

MERIDIAN VALUE FUND(R)

SEMI-ANNUAL REPORT

[MERIDIAN FUND LOGO]

60 E. Sir Francis Drake Blvd.
Wood Island, Suite 306
Larkspur, CA 94939

www.meridianfund.com

Telephone (800) 446-6662

DECEMBER 31, 2004

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant's Board of Directors adopted a Governance Committee Charter on
September 27, 2004, which established a Governance Committee comprised of
Directors who are not "interested persons" (as defined in the Investment Company
Act of 1940). The Charter states that "The Governance Committee has the
responsibility and power to consider candidates submitted by shareholders or
from other sources as it deems appropriate. The Governance Committee shall be
solely responsible for the selection and recommendation of candidates to the
Board. Any recommendation should be submitted to Meridian at the principal
address shown on its registration statement. Any submission should include at a
minimum the following information: as to each individual proposed for election
or re-election as Director, the name, age, business address, residence address
and principal occupation or employment of such individual, the class, series and
number of shares of stock of any Fund that are beneficially owned by such
individual, the date such shares were acquired and the investment intent of such
acquisition, whether such stockholder believes such individual would or would
not qualify as an Independent Director, and information regarding such
individual that is sufficient, in the discretion of the Governance Committee, to
make such determination, and all other information relating to such individual
that is required to be disclosed in solicitation of proxies for election of
board members in an election contest (even if an election contest is not
involved) or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of 1934, as amended,
and the rules thereunder (including such individual's written consent to being
named in the proxy statement as a nominee and to serving as a Director (if
elected))."

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial
officers, or persons performing similar functions, have concluded
that the registrant's disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of
a date within 90 days of the filing date of the report that includes
the disclosure required by this paragraph, based on their evaluation
of these controls and procedures required by Rule 30a-3(b) under the
1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b)
under the Securities Exchange Act of 1934, as amended (17 CFR
240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the registrant's second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) Meridian Fund, Inc. (R)

By (Signature and Title)* /s/ Richard F. Aster, Jr.
------------------------------------------------------
Richard F. Aster, Jr., Director & Principal
Executive Officer (principal executive officer)

Date March 4, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)* /s/ Richard F. Aster, Jr.
------------------------------------------------------
Richard F. Aster, Jr., Director & Principal
Executive Officer (principal executive officer)

Date March 4, 2005

By (Signature and Title)* /s/ Gregg B. Keeling
------------------------------------------------------
Gregg B. Keeling, Principal Financial Officer,
Principal Accounting Officer, Treasurer &
Secretary (principal financial officer)

Date March 4, 2005

* Print the name and title of each signing officer under his or her signature.