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)

Gregg B. Keeling
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: 415-461-8770

Date of fiscal year end: June 30

Date of reporting period: June 30, 2005

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.
July 5, 2005

To Our Shareholders:

Stocks posted small gains during the second quarter as investors shrugged off
higher oil prices and Federal Reserve rate increases. During the second quarter
the S&P 500 gained 0.9%, the NASDAQ 2.9% and the Russell 2000 4.0%. The indices
still remained down modestly for the six-month period ended June 30, 2005. The
best performing sectors during the second quarter included biotechnology, home
construction and energy. Computer services, paper and steel stocks were among
the worst performing sectors. The yield on the ten-year government bond declined
from 4.49% to 3.95%, in spite of Federal Reserve tightening and a slight rise in
the rate of inflation.

The economy continues to grow, but at a more measured pace than the revised 3.8%
first quarter GDP growth rate. The housing sector continues to boom and consumer
confidence is at a high level while retail sales and business investment are
increasing. Interest rates remain low and investors do not appear to be
concerned with the inflation rate moving substantially higher. Corporate profits
are expected to grow ten percent in 2005. The main risks to sustained economic
growth, in our opinion, are further increases in the price of oil, or a bust in
the housing market. We believe that the price of oil will level off or decline
from the current level. Housing prices are at risk, in our opinion, but we
believe it will take a meaningful rise in interest rates before prices fall
substantially. Our outlook is for continued but more modest GDP growth
throughout 2005 and into 2006.

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

/s/ Richard F. Aster, Jr.

Richard F. Aster, Jr.

MERIDIAN EQUITY INCOME FUND(SM)

The Meridian Equity Income Fund's net asset value per share at June 30, 2005 was
$10.10. This represents an increase of 1.0% since the Fund's inception, January
31, 2005, to date. The Fund's assets, at the close of the second quarter, were
invested 5.2% in cash and cash equivalents and 94.8% in stocks. Total net assets
were $8,411,844 and there were 304 shareholders.

The Fund currently holds thirty positions. The heaviest areas of concentration
include banking, insurance, consumer products and industrial products. The Fund
has an average market capitalization of fifteen billion dollars, a yield of
3.10%, a return on equity of 20% and a price earnings ratio of seventeen times.
We believe these important benchmarks compare favorably with those of the S&P
500 which currently yields a reported 1.8%.

New positions acquired during the second quarter include Limited Brands, Newell
Rubbermaid, Reynolds American and Unitrin. We sold General Mills, Hubbell, IHOP
and WD 40.

Newell Rubbermaid is a leading designer, manufacturer and marketer of a wide
variety of branded consumer products, including containers, markers, pens,
hair-care accessories, cookware and tools. Notable brands include Rubbermaid,
Paper Mate, and Sharpie. Products are distributed through department/specialty
stores, warehouse clubs, home centers and office super stores. Growth will come
through new and improved products and increased distribution points. Newell has
a good balance sheet and has averaged 20% return on equity during the past five
years. The shares, in our opinion, are attractively valued with a market average
price earnings ratio and an above average dividend yield of 3.3%.

MERIDIAN GROWTH FUND(R)

The Meridian Growth Fund's net asset value per share at June 30, 2005 was
$35.77. This represents a decrease of 3.9% for the calendar year to date. The
Fund's total return and average annual compound rate of return since inception,
August 1, 1984, were 1,452.5% and 14.0%, respectively. The Fund's assets at the
close of the second quarter were invested 5.3% in cash and cash equivalents and
94.7% in stocks. Total net assets were $1,693,563,778 and there were 77,961
shareholders.

We remain positive on equities based on anticipated stable or lower oil prices
and moderate economic growth for the balance of 2005 and well into 2006. Our
portfolio consists of small and mid-cap growth stocks that we believe, for the
most part, are consistent long-term growers with good financial characteristics,
strong market positions and proven management teams. The relative earnings of
our companies should improve as the economic cycle matures and the rate of
growth in corporate profits slows. The Fund is balanced and we believe it will
do well over the long-term.

We purchased shares in Foot Locker and Las Vegas Sands during the second
quarter. We sold our positions in Ethan Allen Interiors, Matthews International,
Scientific-Atlanta and Tektronix.

Our heaviest areas of focus are technology, health care and retail stocks.
Edwards Lifesciences, a current holding, is a leading provider of products and
technologies which address cardiovascular disease. Products include heart
valves, surgery systems, balloon catheters and other disposable products.
Edwards is known for its technical expertise and for high quality. The company
holds numerous patents. Products are distributed through a direct sales force
and through distributors both in the United States and internationally.
International sales represent in excess of fifty percent of revenues and are
expected to increase, especially in rapidly developing countries. The
2

company has excellent financial characteristics and we believe the valuation is
attractive considering the company's leading market position and long-term
consistent growth prospects.

MERIDIAN VALUE FUND(R)

The Meridian Value Fund's net asset value per share at June 30, 2005 was $38.11.
This represents an increase of 0.1% for the calendar year to date. The Fund's
total return and average compounded annual rate of return since June 30, 1995,
were 20.2% and 530.8%, respectively. The comparable period returns for the S&P
500 with dividends were 10.6% and 172.7%, respectively. The Fund's assets at the
close of the second quarter were invested 5.6% in cash and cash equivalents and
94.4% in stocks. Total net assets were $2,271,477,917 and there were 107,355
shareholders. Lipper recently rated the Meridian Value Fund as the seventh best
performing stock fund for the ten-year period ending June 30, 2005, a
significant achievement.

Our investment strategy is unchanged, and there have been no major changes in
our portfolio holdings. 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. Economic growth
and corporate profits are expected to moderate going forward. This,
historically, has resulted in a greater pool of potential investments for the
Fund. In our opinion, the Fund is well positioned, reasonably valued and
diversified.

New positions acquired during the quarter include Barrick Gold, The DIRECTV
Group, Intersil, JPMorgan Chase, Pearson, Tyson Foods and UnumProvident. We sold
Automatic Data Processing, Agrium, Fomento Economico Mexicano, MGIC Investment,
Newmont Mining, Nationwide Financial Services, Office Depot, Pier 1 Imports,
Storage Technology and Tele Norte Leste Participacoes.

We continue to invest in companies of all market capitalizations and our largest
areas of concentration are consumer products, energy and industrial products.
Baxter International, a current holding, is a leading provider of consumable
intravenous medical equipment, and provider of blood collection and renal care
services. Baxter suffered earnings declines in 2004 due to over-investment in
its plasma collection business and poor financial engineering decisions related
to currency hedges. Over the past year, the company has significantly upgraded
its management team, is rationalizing poorly performing business lines, and is
benefiting from improving plasma collection market conditions. As management
shifts its focus from stabilizing the business to leveraging the company's
strong market position into growth opportunities, Baxter's earnings should
exceed $2.50 in 2 to 3 years. We believe the shares are reasonably valued at 15
time's normalized earnings as Baxter is a market leader with strong cash flow
and numerous opportunities to accelerate earnings growth.

MERIDIAN EQUITY INCOME FUND
SUMMARY OF PORTFOLIO HOLDINGS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PORTFOLIO HOLDINGS BY CATEGORY (% OF NET ASSET VALUE)

<Table>

Banking/Finance............................................. 9.6% $ 808,260
Insurance................................................... 9.5% 801,748
Chemicals................................................... 6.5% 544,656
Industrial Products......................................... 6.5% 544,265
Retail...................................................... 6.4% 541,795
Consumer Products........................................... 6.4% 535,216
Consumer Products/Food & Beverage........................... 6.2% 520,487
Industrial Services......................................... 6.2% 520,218
Paper/Forest Products....................................... 6.2% 520,061
Diversified Operations...................................... 6.0% 508,298
Telecommunications Services................................. 3.3% 275,278
Energy...................................................... 3.3% 274,144
Oil & Gas................................................... 3.2% 273,249
Insurance Brokers........................................... 3.2% 268,587
Brokerage & Money Management................................ 3.1% 265,012
Basic Materials............................................. 3.1% 258,885
Office Supplies............................................. 3.1% 256,856
Pharmaceuticals............................................. 3.0% 254,038
Cash and Other Assets Less Liabilities...................... 5.2% 440,791
------ ----------
Total Net Assets............................................ 100.0% $8,411,844
====== ==========
</Table>

MERIDIAN GROWTH FUND
SUMMARY OF PORTFOLIO HOLDINGS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PORTFOLIO HOLDINGS BY CATEGORY (% OF NET ASSET VALUE)

<Table>

Retail...................................................... 12.4% $ 209,707,729
Healthcare Services......................................... 10.0% 169,446,112
Industrial Services......................................... 7.9% 134,343,665
Healthcare Products......................................... 6.7% 114,288,680
Restaurants................................................. 6.1% 102,717,553
Tech-Hardware............................................... 5.8% 98,460,496
Consumer Services........................................... 5.5% 92,762,018
Brokerage & Money Management................................ 5.0% 83,853,225
Insurance................................................... 4.4% 74,664,442
Tech-Software............................................... 4.3% 72,351,066
Telecommunications Equipment................................ 4.1% 69,396,819
Banking/Finance............................................. 3.8% 63,810,832
Industrial Products......................................... 3.2% 54,955,262
Apparel..................................................... 3.1% 51,752,773
Cellular Communications..................................... 2.6% 44,329,078
Construction................................................ 2.6% 43,224,403
Real Estate................................................. 2.3% 39,377,625
Consumer Products........................................... 2.1% 35,598,750
U.S. Government Obligations................................. 1.6% 27,956,406
Hotels & Lodging............................................ 1.0% 17,160,000
Transportation.............................................. 1.0% 16,983,903
Business Services........................................... 0.8% 13,885,938
Cash and Other Assets Less Liabilities...................... 3.7% 62,537,003
------ --------------
Total Net Assets............................................ 100.0% $1,693,563,778
====== ==============
</Table>

MERIDIAN VALUE FUND
SUMMARY OF PORTFOLIO HOLDINGS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PORTFOLIO HOLDINGS BY CATEGORY (% OF NET ASSET VALUE)

<Table>

Energy...................................................... 7.7% $ 174,022,537
Industrial Products......................................... 7.5% 170,928,638
Consumer Products........................................... 7.0% 159,268,354
Banking/Finance............................................. 6.3% 143,342,390
Consumer Products/Food & Beverage........................... 6.0% 137,341,841
Technology.................................................. 6.0% 135,887,436
Real Estate................................................. 5.3% 120,413,250
Media....................................................... 4.8% 107,885,445
Aerospace/Defense........................................... 4.5% 102,588,066
Telecommunications Equipment................................ 4.4% 100,934,526
Retail...................................................... 4.1% 92,846,263
Industrial Services......................................... 3.9% 88,015,444
Insurance................................................... 3.8% 86,648,404
Telecommunications Services................................. 3.4% 78,250,100
Healthcare Products......................................... 3.1% 69,289,020
Healthcare Services......................................... 2.6% 59,726,226
Pharmaceuticals............................................. 2.2% 50,767,025
Consumer Services........................................... 1.9% 42,925,662
U.S. Government Obligations................................. 1.6% 35,895,268
Furniture & Fixtures........................................ 1.4% 31,638,720
Paper/Forest Products....................................... 1.4% 30,955,300
Utilities................................................... 1.3% 30,594,489
Transportation.............................................. 1.1% 25,375,542
Information Technology Services............................. 1.1% 24,557,699
Tech-Hardware............................................... 1.0% 22,218,357
Publishing.................................................. 1.0% 21,521,808
Leisure & Amusement......................................... 0.9% 21,382,566
Basic Materials............................................. 0.7% 15,743,870
Cash and Other Assets Less Liabilities...................... 4.0% 90,513,671
------ --------------
Total Net Assets............................................ 100.0% $2,271,477,917
====== ==============
</Table>

MERIDIAN FUND, INC.
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
FOR THE SIX MONTH PERIOD (JANUARY 01, 2005 TO JUNE 30, 2005)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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
01/01/05 06/30/05 Ratio(1) Period(2)
------------- ------------- -------- -----------

ACTUAL FUND RETURN
(See explanation below)
Meridian Equity Income Fund................... $1,000.00 $1,010.00 1.25%(4) $6.23
Meridian Growth Fund.......................... $1,000.00 $ 960.50 0.86% $4.18
Meridian Value Fund........................... $1,000.00 $1,000.50 1.08% $5.36
HYPOTHETICAL 5% RETURN(3)
(See explanation below)
Meridian Equity Income Fund................... $1,000.00 $1,018.60 1.25%(4) $6.26
Meridian Growth Fund.......................... $1,000.00 $1,020.53 0.86% $4.31
Meridian Value Fund........................... $1,000.00 $1,019.44 1.08% $5.41
</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 dividend by 365.

(3) Before expenses.

(4) See note 2 to Financial Statements

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."
7

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.

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 EQUITY INCOME FUND
SCHEDULE OF INVESTMENTS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK - 94.8%
BANKING/FINANCE - 9.6%
BancorpSouth, Inc.*..... 11,755 $ 277,418
Comerica, Inc.*......... 4,615 266,747
Regions Financial
Corp.*................ 7,795 264,095
--------------
808,260

BASIC MATERIALS - 3.1%
PPG Industries, Inc.*... 4,125 258,885

BROKERAGE & MONEY MANAGEMENT - 3.1%
Waddell & Reed
Financial, Inc. Class
A*.................... 14,325 265,012

CHEMICALS - 6.5%
Dow Chemical Co.*....... 6,000 267,180
Lubrizol Corp.*......... 6,605 277,476
--------------
544,656

CONSUMER PRODUCTS - 6.4%
Newell Rubbermaid,
Inc.*................. 11,460 273,206
Reynolds American,
Inc.*................. 3,325 262,010
--------------
535,216

CONSUMER PRODUCTS/FOOD & BEVERAGE - 6.2%
Coca-Cola Co.*.......... 6,200 258,850
Kraft Foods, Inc. Class
A*.................... 8,225 261,637
--------------
520,487

DIVERSIFIED OPERATIONS - 6.0%
E.I. du Pont de Nemours
& Co.*................ 5,775 248,383
Emerson Electric Co.*... 4,150 259,915
--------------
508,298
ENERGY - 3.3%
Kinder Morgan, Inc.*.... 3,295 274,144

INDUSTRIAL PRODUCTS - 6.5%
Barnes Group, Inc.*..... 8,375 277,213
RPM International,
Inc.*................. 14,625 267,052
--------------
544,265
</Table>

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

INDUSTRIAL SERVICES - 6.2%
Genuine Parts Co.*...... 6,160 $ 253,114
Waste Management,
Inc.*................. 9,425 267,104
--------------
520,218

INSURANCE - 9.5%
Jefferson-Pilot
Corp.*................ 5,235 263,949
Lincoln National
Corp.*................ 5,785 271,432
Unitrin, Inc.*.......... 5,425 266,367
--------------
801,748

INSURANCE BROKERS - 3.2%
Arthur J. Gallagher &
Co.*.................. 9,900 268,587

OFFICE SUPPLIES - 3.1%
Avery Dennison Corp.*... 4,850 256,856

OIL & GAS - 3.2%
MDU Resources Group,
Inc.*................. 9,700 273,249

PAPER/FOREST PRODUCTS - 6.2%
Kimberly-Clark Corp.*... 4,200 262,878
Sonoco Products Co.*.... 9,705 257,183
--------------
520,061

PHARMACEUTICALS - 3.0%
Eli Lilly and Co.*...... 4,560 254,038

RETAIL - 6.4%
Cato Corp. Class A*..... 13,245 273,509
Limited Brands, Inc.*... 12,525 268,286
--------------
541,795

TELECOMMUNICATIONS SERVICES - 3.3%
Alltel Corp.*........... 4,420 275,278
</Table>

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

MERIDIAN EQUITY INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK (continued)
TOTAL COMMON STOCK - 94.8%
(Identified cost $7,958,176)....... $ 7,971,053
--------------
TOTAL INVESTMENTS - 94.8%
(Identified cost $7,958,176)......... 7,971,053

CASH AND OTHER ASSETS LESS
LIABILITIES - 5.2%................... 440,791
--------------

NET ASSETS - 100%...................... $ 8,411,844
==============
</Table>

* income producing

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

MERIDIAN GROWTH FUND
SCHEDULE OF INVESTMENTS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK - 94.7%
APPAREL - 3.1%
Fossil, Inc............. 1,043,294 $ 23,682,774
Polo Ralph Lauren
Corp.*................ 651,125 28,069,999
--------------
51,752,773
BANKING/FINANCE - 3.8%
SVB Financial Group..... 827,400 39,632,460
UCBH Holdings, Inc.*.... 1,488,816 24,178,372
--------------
63,810,832

BROKERAGE & MONEY MANAGEMENT - 5.0%
Affiliated Managers
Group, Inc. .......... 604,045 41,274,395
T. Rowe Price Group,
Inc.*................. 680,173 42,578,830
--------------
83,853,225

BUSINESS SERVICES - 0.8%
Hewitt Associates,
Inc................... 523,800 13,885,938

CELLULAR COMMUNICATIONS - 2.6%
American Tower Corp.
Class A............... 2,108,900 44,329,078

CONSTRUCTION - 2.6%
Granite Construction,
Inc.*................. 1,538,235 43,224,403

CONSUMER PRODUCTS - 2.1%
Mohawk Industries,
Inc................... 431,500 35,598,750

CONSUMER SERVICES - 5.5%
Regis Corp.*............ 964,600 37,696,568
Rollins, Inc.*.......... 1,260,487 25,260,159
Weight Watchers
International, Inc.... 577,510 29,805,291
--------------
92,762,018
</Table>

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

HEALTHCARE PRODUCTS - 6.7%
C. R. Bard, Inc.*....... 434,375 $ 28,890,281
DENTSPLY International
Inc.*................. 515,050 27,812,700
Edwards Lifesciences
Corp.................. 668,985 28,779,735
STERIS Corp.*........... 1,117,810 28,805,964
--------------
114,288,680

HEALTHCARE SERVICES - 10.0%
Apria Healthcare Group
Inc. ................. 1,184,175 41,019,822
DaVita, Inc............. 935,000 42,523,800
Laboratory Corp. of
America Holdings...... 866,500 43,238,350
LifePoint Hospitals,
Inc. ................. 844,500 42,664,140
--------------
169,446,112

HOTELS & LODGING - 1.0%
Las Vegas Sands Corp.... 480,000 17,160,000

INDUSTRIAL PRODUCTS - 3.2%
Airgas, Inc.*........... 1,133,575 27,965,295
Dionex Corp............. 618,894 26,989,967
--------------
54,955,262

INDUSTRIAL SERVICES - 7.9%
Allied Waste Industries,
Inc. ................. 4,561,325 36,171,307
EGL, Inc................ 1,172,778 23,830,849
Republic Services,
Inc.*................. 1,048,300 37,749,283
United Rentals, Inc. ... 1,810,600 36,592,226
--------------
134,343,665

INSURANCE - 4.4%
Mercury General
Corp.*................ 677,500 36,937,300
Willis Group Holdings
Limited*.............. 1,153,030 37,727,142
--------------
74,664,442

REAL ESTATE - 2.3%
Host Marriott Corp.*.... 2,250,150 39,377,625
</Table>

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

MERIDIAN GROWTH FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK (continued)
RESTAURANTS - 6.1%
Applebee's
International, Inc.
*..................... 1,416,460 $ 37,522,025
CBRL Group, Inc.*....... 957,888 37,223,528
Ruby Tuesday, Inc. *.... 1,080,000 27,972,000
--------------
102,717,553

RETAIL - 12.4%
Bed Bath & Beyond,
Inc................... 877,300 36,653,594
Claire's Stores,
Inc.*................. 1,832,500 44,071,625
Cost Plus, Inc.......... 1,001,524 24,978,009
Foot Locker, Inc.*...... 212,100 5,773,362
PETsMART, Inc.*......... 1,281,000 38,878,350
Ross Stores, Inc.*...... 1,246,300 36,030,533
Zale Corp............... 735,950 23,322,256
--------------
209,707,729
TECH-HARDWARE - 5.8%
American Power
Conversion Corp.*..... 1,506,073 35,528,262
Molex Inc. Class A*..... 40,000 939,200
Symbol Technologies,
Inc.*................. 2,621,400 25,873,218
Vishay Intertechnology,
Inc. ................. 3,042,950 36,119,816
--------------
98,460,496

TECH-SOFTWARE - 4.3%
Advent Software, Inc.... 1,066,438 21,606,034
FileNET Corp............ 718,800 18,070,632
Getty Images, Inc....... 440,000 32,674,400
--------------
72,351,066

TELECOMMUNICATIONS EQUIPMENT - 4.1%
Andrew Corp............. 2,785,425 35,542,023
Plantronics, Inc.*...... 931,100 33,854,796
--------------
69,396,819
</Table>

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

TRANSPORTATION - 1.0%
JetBlue Airways
Corp. ................ 830,915 $ 16,983,903

TOTAL COMMON STOCK - 94.7%
(Identified cost $1,375,415,616)... 1,603,070,369
--------------
U.S. GOVERNMENT OBLIGATIONS - 1.6%
U.S. Treasury Bill @ 2.785%
due 07/07/05
(Face Value $13,000,000)........... 12,994,581
U.S. Treasury Bill @ 2.848%
due 08/04/05
(Face Value $15,000,000)........... 14,961,825
--------------

TOTAL U.S. GOVERNMENT OBLIGATIONS
(Identified cost $27,954,560)...... 27,956,406
--------------

TOTAL INVESTMENTS - 96.3%
(Identified cost $1,403,370,176)..... 1,631,026,775

CASH AND OTHER ASSETS LESS
LIABILITIES - 3.7%................... 62,537,003
--------------

NET ASSETS - 100%...................... $1,693,563,778
==============
</Table>

* income producing

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

MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK - 94.4%
AEROSPACE/DEFENSE - 4.5%
BE Aerospace, Inc. ..... 1,121,100 $ 17,522,793
Empresa Brasileira de
Aeronautica S.A.
ADR*.................. 1,033,900 34,191,073
Northrop Grumman
Corp.*................ 920,800 50,874,200
--------------
102,588,066
BANKING/FINANCE - 6.3%
Annaly Mortgage
Management, Inc.*..... 1,321,700 23,698,081
Greater Bay Bancorp*.... 975,385 25,720,903
JPMorgan Chase & Co.*... 635,000 22,428,200
SunTrust Banks, Inc.*... 322,000 23,261,280
Washington Mutual,
Inc.*................. 1,185,400 48,233,926
--------------
143,342,390

BASIC MATERIALS - 0.7%
Barrick Gold Corp.*..... 629,000 15,743,870

CONSUMER PRODUCTS - 7.0%
Activision, Inc. ....... 2,135,414 35,277,039
Eastman Kodak Co.*...... 1,266,000 33,992,100
Leggett & Platt,
Inc.*................. 1,220,500 32,440,890
Newell Rubbermaid,
Inc.*................. 1,975,100 47,086,384
Sensient Technologies
Corp. *............... 508,100 10,471,941
--------------
159,268,354

CONSUMER PRODUCTS/FOOD & BEVERAGE - 6.0%
Chiquita Brands
International,
Inc.*................. 1,071,400 29,420,644
Coca-Cola Enterprises,
Inc.*................. 1,313,400 28,907,934
Del Monte Foods Co. .... 3,395,400 36,568,458
Kraft Foods Inc. Class
A*.................... 662,500 21,074,125
Tyson Foods, Inc. Class
A*.................... 1,200,600 21,370,680
--------------
137,341,841

CONSUMER SERVICES - 1.9%
ServiceMaster Co.*...... 3,205,800 42,925,662
</Table>

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

ENERGY - 7.7%
Arch Coal, Inc.*........ 630,900 $ 34,365,123
El Paso Corp.*.......... 2,838,900 32,704,128
GlobalSanteFe Corp.*.... 805,000 32,844,000
Hanover Compressor
Co. .................. 1,445,000 16,631,950
National-Oilwell,
Inc. ................. 571,800 27,183,372
Tidewater, Inc.*........ 794,700 30,293,964
--------------
174,022,537

FURNITURE & FIXTURES - 1.4%
Furniture Brands
International,
Inc.*................. 1,103,300 23,842,313
LA-Z-Boy, Inc.*......... 535,100 7,796,407
--------------
31,638,720

HEALTHCARE PRODUCTS - 3.1%
Baxter International
Inc.*................. 1,492,800 55,382,880
Thoratec Corp........... 906,528 13,906,140
--------------
69,289,020

HEALTHCARE SERVICES - 2.6%
AmerisourceBergen
Corp.*................ 400,000 27,660,000
Universal Health
Services, Inc. Class
B*.................... 515,700 32,066,226
--------------
59,726,226

INDUSTRIAL PRODUCTS - 7.5%
ArvinMeritor, Inc.*..... 1,626,500 28,935,435
Cummins, Inc.*.......... 309,200 23,069,412
General Electric Co.*... 631,400 21,878,010
Manitowoc Co., Inc.*.... 839,700 34,444,494
Mettler-Toledo
International,
Inc. ................. 463,834 21,605,388
Packaging Corp. of
America*.............. 894,700 18,833,435
Smurfit-Stone Container
Corp. ................ 2,179,200 22,162,464
--------------
170,928,638

INDUSTRIAL SERVICES - 3.9%
Allied Waste Industries,
Inc. ................. 4,845,000 38,420,850
Tetra Tech, Inc. ....... 625,000 8,456,250
Waste Management,
Inc.*................. 1,451,600 41,138,344
--------------
88,015,444
</Table>

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

MERIDIAN VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

COMMON STOCK (continued)
INFORMATION TECHNOLOGY SERVICES - 1.1%
BearingPoint, Inc. ..... 3,350,300 $ 24,557,699

INSURANCE - 3.8%
Conseco, Inc. .......... 2,826,600 61,676,412
UnumProvident Corp.*.... 1,363,100 24,971,992
--------------
86,648,404

LEISURE & AMUSEMENT - 0.9%
Boyd Gaming Corp.*...... 418,200 21,382,566

MEDIA - 4.8%
Lamar Advertising Co.
Class A*.............. 574,500 24,571,365
Time Warner, Inc. ...... 3,303,000 55,193,130
Valassis Communications,
Inc. ................. 759,000 28,120,950
--------------
107,885,445

PAPER/FOREST PRODUCTS - 1.4%
Aracruz Celulose S.A.
ADR*.................. 890,800 30,955,300

PUBLISHING - 1.0%
Pearson plc ADR*........ 1,811,600 21,521,808

PHARMACEUTICALS - 2.2%
Endo Pharmaceutical
Holdings, Inc. ....... 1,049,055 27,569,165
Taro Pharmaceutical
Industries Ltd. ...... 798,000 23,197,860
--------------
50,767,025
REAL ESTATE - 5.3%
Apartment Investment &
Management Co. Class
A*.................... 783,100 32,044,452
Equity Residential *.... 751,400 27,666,548
Host Marriott Corp.*.... 3,468,700 60,702,250
--------------
120,413,250
</Table>

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

RETAIL - 4.1%
BJ's Wholesale Club,
Inc. ................. 1,143,200 $ 37,142,568
Christopher & Banks
Corp. *............... 616,200 11,251,812
Linens 'n Things,
Inc. ................. 846,400 20,025,824
Ross Stores, Inc.*...... 844,900 24,426,059
--------------
92,846,263

TECHNOLOGY - 6.0%
AVX Corp.*.............. 788,800 9,560,256
Celestica, Inc. ........ 1,865,700 25,000,380
Coherent, Inc. ......... 749,600 26,993,096
Credence Systems
Corp. ................ 3,128,164 28,309,884
Foundry Networks,
Inc. ................. 1,255,100 10,831,513
Intersil Corp. Class
A*.................... 1,194,700 22,424,519
Western Digital
Corp. ................ 951,400 12,767,788
--------------
135,887,436

TECH - HARDWARE - 1.0%
Symbol Technologies,
Inc.*................. 2,251,100 22,218,357

TELECOMMUNICATIONS EQUIPMENT - 4.4%
Nokia Oyj ADR*.......... 2,044,200 34,015,488
Powerwave Technologies,
Inc. ................. 3,137,400 32,064,228
Tellabs, Inc............ 4,006,300 34,854,810
--------------
100,934,526

TELECOMMUNICATIONS SERVICES - 3.4%
Comcast Corp. Special
Class A............... 1,835,000 54,958,250
DIRECTV Group, Inc. .... 1,502,700 23,291,850
--------------
78,250,100

TRANSPORTATION - 1.1%
Burlington Northern
Santa Fe Corp.*....... 429,900 20,239,692
SkyWest, Inc.*.......... 282,500 5,135,850
--------------
25,375,542
</Table>

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

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

COMMON STOCK (continued)
UTILITIES - 1.3%
TECO Energy, Inc.*...... 1,617,900 $ 30,594,489

TOTAL COMMON STOCK - 94.4%
(Identified cost $1,937,949,486)... 2,145,068,978
--------------

U.S. GOVERNMENT OBLIGATIONS - 1.6%
U.S. Treasury Bill @ 2.815%
due 07/28/05
(Face Value $25,000,000)........... 24,951,643
U.S. Treasury Bill @ 2.977%
due 09/01/05
(Face Value $11,000,000)........... 10,943,625
--------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Identified cost $35,893,027)........ 35,895,268
--------------

TOTAL INVESTMENTS - 96.0%
(Identified cost $1,973,842,513)..... 2,180,964,246

CASH AND OTHER ASSETS LESS
LIABILITIES - 4.0%................. 90,513,671
--------------

NET ASSETS - 100%...................... $2,271,477,917
==============
</Table>

* income producing

ADR - American Depository Receipt

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

MERIDIAN FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

ASSETS
Investments (Cost $7,958,176, $1,403,370,176 and
$1,973,842,513)................................... $7,971,053 $1,631,026,775 $2,180,964,246
Cash and cash equivalents........................... 435,281 65,745,980 94,850,948
Receivable for:
Capital shares.................................... -- 861,689 772,699
Dividends......................................... 22,749 1,068,960 3,374,698
Interest.......................................... 997 119,508 141,532
Redemption fees................................... -- -- 39
Securities sold................................... -- 7,537,507 11,130,671
Prepaid expenses.................................... -- 6,071 10,375
---------- -------------- --------------
TOTAL ASSETS...................................... $8,430,080 $1,706,366,490 $2,291,245,208
---------- -------------- --------------

LIABILITIES
Payable for:
Capital shares.................................... -- 1,843,988 1,701,682
Securities purchased.............................. -- 9,665,711 15,833,194
Accrued expenses:
Investment advisory fees.......................... 6,732 1,050,262 1,870,413
Other payables and accrued expenses............... 11,504 242,751 362,002
---------- -------------- --------------
TOTAL LIABILITIES................................. 18,236 12,802,712 19,767,291
---------- -------------- --------------
NET ASSETS............................................ $8,411,844 $1,693,563,778 $2,271,477,917
========== ============== ==============
Capital shares issued and outstanding, par value $0.01
(500,000,000, 500,000,000 and 500,000,000 shares
authorized)......................................... 833,246 47,341,119 59,597,542
========== ============== ==============
Net asset value per share (offering and redemption
price).............................................. $ 10.10 $ 35.77 $ 38.11
========== ============== ==============
Net Assets consist of:
Paid in capital..................................... $8,404,979 $1,437,713,237 $1,864,307,805
Accumulated net realized gain (loss)................ (56,815) 28,193,942 200,048,379
Net unrealized appreciation on investments and
foreign currency translations..................... 12,877 227,656,599 207,121,733
Accumulated undistributed net investment income..... 50,803 -- --
---------- -------------- --------------
$8,411,844 $1,693,563,778 $2,271,477,917
========== ============== ==============
</Table>

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

MERIDIAN FUND, INC.
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
Equity
Income Fund
Period from
January 31, 2005 Growth Fund Value Fund
through year ended year ended
June 30, 2005 June 30, 2005 June 30, 2005
---------------- -------------- -------------

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $0,
$0 and $568,647, respectively)............... $ 75,776 $ 7,917,566 $ 32,768,921
Interest....................................... 5,097 1,626,413 2,346,648
Other income................................... -- 94,533 973
-------- ----------- ------------
Total Investment Income................... 80,873 9,638,512 35,116,542
-------- ----------- ------------
EXPENSES
Investment advisory fees....................... 24,056 11,309,819 22,522,560
Transfer agent fees............................ 11,148 547,695 624,073
Custodian fees................................. 9,797 302,466 436,033
Reports to shareholders........................ 2,086 195,957 313,091
Pricing fees................................... 10,009 195,001 286,937
Professional fees.............................. 13,857 88,024 88,658
Registration and filing fees................... 24,244 109,904 86,252
Miscellaneous expenses......................... -- 17,269 28,830
Directors' fees and expenses................... 149 15,282 24,268
-------- ----------- ------------
Total expenses............................ 95,346 12,781,417 24,410,702
Expenses waived and reimbursed by Advisor (Note
2) (65,276) -- --
Net expenses.............................. 30,070 12,781,417 24,410,702
Net investment income (loss)................... 50,803 (3,142,905) 10,705,840
-------- ----------- ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments........ (56,815) 28,329,375 246,645,725
Net change in unrealized appreciation
(depreciation) on investments and foreign
currency translations........................ 12,877 18,946,511 (78,508,153)
-------- ----------- ------------
Net gain (loss) on investments................. (43,938) 47,275,886 168,137,572
-------- ----------- ------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS..................................... $ 6,865 $44,132,981 $178,843,412
======== =========== ============
</Table>

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

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

<Table>
<Caption>
Equity
Income Fund Growth Fund
---------------- -------------------------------
Period from
January 31, 2005
through Year Ended Year Ended
June 30, 2005 June 30, 2005 June 30, 2004
---------------- -------------- --------------

OPERATIONS
Net investment income (loss)................. $ 50,803 $ (3,142,905) $ (1,648,331)
Net realized gain (loss) on investments...... (56,815) 28,329,375 40,400,086
Net increase in unrealized appreciation of
investments................................ 12,877 18,946,511 151,831,707
---------- -------------- --------------
Net increase in net assets from
operations.............................. 6,865 44,132,981 190,583,462
---------- -------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net realized capital
gain....................................... -- (23,729,781) (19,395,152)
---------- -------------- --------------
Net distributions.......................... -- (23,729,781) (19,395,152)
---------- -------------- --------------
CAPITAL SHARE TRANSACTIONS
Proceeds from sales of shares................ 8,419,848 687,734,375 778,885,562
Reinvestment of distribution................. -- 20,093,262 17,050,957
Less: redemptions............................ (14,869) (307,969,106) (142,215,841)
---------- -------------- --------------
Increase resulting from capital share
transactions............................ 8,404,979 399,858,531 653,720,678
---------- -------------- --------------
Total increase in net assets................. 8,411,844 420,261,731 824,908,988
NET ASSETS
Beginning of year............................ -- 1,273,302,047 448,393,059
---------- -------------- --------------
End of year.................................. 8,411,844 $1,693,563,778 $1,273,302,047
========== ============== ==============
Undistributed Net Investment Income included
in net assets at end of year............... $ 50,803 -- --
========== ============== ==============
</Table>

The accompanying notes are an integral part of the financial statements
18

<Table>
<Caption>
Value Fund
-------------------------------
Year Ended Year Ended
June 30, 2005 June 30, 2004
-------------- --------------

OPERATIONS
Net investment income................................... $ 10,705,840 $ 225,268
Net realized gain (loss) on investments................. 246,645,725 360,394,828
Net increase (decrease) in unrealized appreciation of
investments........................................... (78,508,153) 70,984,391
-------------- --------------
Net increase in net assets from operations............ 178,843,412 431,604,487
-------------- --------------
CAPITAL SHARE TRANSACTIONS
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from ordinary income...................... (15,996,704) --
Distributions from net realized capital gain............ (288,644,525) --
-------------- --------------
Net distributions..................................... (304,641,229) --
-------------- --------------
CAPITAL SHARE TRANSACTIONS
Proceeds from sales of shares........................... 510,656,976 696,646,284
Reinvestment of distribution............................ 255,316,413 --
Less: redemptions....................................... (595,287,416) (358,213,242)
-------------- --------------
Increase resulting from capital share transactions.... 170,685,973 338,433,042
-------------- --------------
Total increase in net assets............................ 44,888,156 770,037,529
-------------- --------------
NET ASSETS
Beginning of year....................................... 2,226,589,761 1,456,552,232
-------------- --------------
End of year............................................. 2,271,477,917 $2,226,589,761
============== ==============
Undistributed Net Investment Income included in net
assets at end of year................................. -- $ 96,963
============== ==============
</Table>

The accompanying notes are an integral part of the financial statements
19

MERIDIAN EQUITY INCOME FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<Table>
<Caption>
FOR THE FISCAL
PERIOD FROM
JANUARY 31, 2005
THROUGH
JUNE 30, 2005+
----------------

Net Asset Value - Beginning of Period....................... $10.00
----------------

Income from Investment Operations
- --------------------------------
Net Investment Income*...................................... 0.06
Net Gains on Securities (both realized and unrealized)...... 0.04
----------------

Total From Investment Operations............................ 0.10
----------------

Net Asset Value - End of Period............................. $10.10
================
Total Return(1)............................................. 1.00%
================

Ratios/Supplemental Data
- ------------------------

Net Assets, End of Period (000's)........................... $8,412

Ratio of Expenses to Average Net Assets(2)
Before expense reimbursement.............................. 3.96%
After expense reimbursement(3)............................ 1.25%
Ratio of Net Investment Income (Loss)(2) to Average Net
Assets
Before expense reimbursement.............................. (0.60%)
After expense reimbursement............................... 2.11%

Portfolio Turnover Rate..................................... 25%
</Table>

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

+ The Fund commenced investment operations on January 31, 2005.

(1) Not Annualized

(2) Annualized for periods of less than one year.

(3) See note 2 to Financial Statements.

The accompanying notes are an integral part of the financial statements
20

MERIDIAN GROWTH FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Table>
<Caption>
For the fiscal year ended June 30,
-------------------------------------------------------------------
2005 2004 2003 2002 2001 2000
---------- ---------- -------- -------- -------- --------

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

Income from Investment Operations
- --------------------------------
Net Investment Income (Loss)*........... (0.07) (0.04) (0.08) (0.12) 2.26 0.11
Net Gains (Losses) on Securities
(both realized and unrealized)......... 1.02 9.10 (0.11) (0.24) 3.89 4.99
---------- ---------- -------- -------- -------- --------

Total From Investment Operations........ 0.95 9.06 (0.19) (0.36) 6.15 5.10
---------- ---------- -------- -------- -------- --------

Less Distributions
- ------------------
Distributions from Net Investment
Income................................. 0.00 0.00 (0.06) 0.00 (2.44) (0.15)
Distribution from Net Realized Capital
Gains.................................. (0.56) (0.92) (0.61) (2.84) (1.86) (1.78)
---------- ---------- -------- -------- -------- --------

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

Net Asset Value - End of Year........... $35.77 $35.38 $27.24 $28.10 $31.30 $29.45
========== ========== ======== ======== ======== ========

Total Return............................ 2.65% 33.65% (0.20%) 0.42% 23.34% 21.45%
========== ========== ======== ======== ======== ========

Ratios/Supplemental Data
- ------------------------

Net Assets, End of Year (000's)......... $1,693,564 $1,273,302 $448,393 $310,659 $182,117 $140,990

Ratio of Expenses to Average Net
Assets................................. 0.86% 0.88% 0.95% 1.02% 1.04% 1.09%

Ratio of Net Investment Income (Loss) to
Average Net Assets..................... (0.21%) (0.21%) (0.47%) (0.62%) (0.26%) 0.31%

Portfolio Turnover Rate................. 32% 19% 27% 26% 43% 28%

<Caption>
For the fiscal year ended June 30,
-----------------------------------------
1999 1998 1997 1996
-------- -------- -------- --------

Net Asset Value - Beginning of Year..... $33.26 $33.20 $32.21 $27.29
-------- -------- -------- --------
Income from Investment Operations
- --------------------------------
Net Investment Income (Loss)*........... 0.16 0.27 0.40 0.30
Net Gains (Losses) on Securities
(both realized and unrealized)......... (0.50) 4.92 3.71 5.47
-------- -------- -------- --------
Total From Investment Operations........ (0.34) 5.19 4.11 5.77
-------- -------- -------- --------
Less Distributions
- ------------------
Distributions from Net Investment
Income................................. (0.14) (0.32) (0.36) (0.31)
Distribution from Net Realized Capital
Gains.................................. (6.50) (4.81) (2.76) (0.54)
-------- -------- -------- --------
Total Distributions..................... (6.64) (5.13) (3.12) (0.85)
-------- -------- -------- --------
Net Asset Value - End of Year........... $26.28 $33.26 $33.20 $32.21
======== ======== ======== ========
Total Return............................ 3.05% 16.92% 13.92% 21.40%
======== ======== ======== ========
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Year (000's)......... $185,683 $296,803 $353,029 $384,087
Ratio of Expenses to Average Net
Assets................................. 1.01% 0.95% 0.96% 0.96%
Ratio of Net Investment Income (Loss) to
Average Net Assets..................... 0.49% 0.76% 1.23% 0.99%
Portfolio Turnover Rate................. 51% 38% 37% 34%
</Table>

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

The accompanying notes are an integral part of the financial statements
21

MERIDIAN VALUE FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Table>
<Caption>
For the fiscal year ended June 30,
----------------------------------------------------------------------
2005 2004 2003 2002 2001 2000
---------- ---------- ---------- ---------- -------- -------

Net Asset Value - Beginning of
Year........................... $40.35 $31.65 $30.34 $30.98 $25.88 $22.29
---------- ---------- ---------- ---------- -------- -------

Income from Investment Operations
- --------------------------------
Net Investment Income
(Loss)**....................... 0.19 0.00 (0.03) (0.05) 1.12 0.05
Net Gains (Losses) on Securities
(both realized and
unrealized).................... 2.96 8.70 1.34 (0.51) 5.75 5.91
---------- ---------- ---------- ---------- -------- -------

Total From Investment
Operations..................... 3.15 8.70 1.31 (0.56) 6.87 5.96
---------- ---------- ---------- ---------- -------- -------

Less Distributions
- ------------------
Distribution from Net Investment
Income......................... (0.28) 0.00 0.00 (0.04) (1.09) 0.00
Distribution from Net Realized
Capital Gains.................. (5.11) 0.00 0.00 (0.04) (0.68) (2.37)
---------- ---------- ---------- ---------- -------- -------

Total Distributions............. (5.39) 0.00 0.00 (0.08) (1.77) (2.37)

Net Asset Value - End of Year... $38.11 $40.35 $31.65 $30.34 $30.98 $25.88
========== ========== ========== ========== ======== =======

Total Return.................... 8.00% 27.49% 4.32% (1.78%) 27.95% 29.63%
========== ========== ========== ========== ======== =======

Ratios/Supplemental Data
- ------------------------

Net Assets, End of Year
(000's)........................ $2,271,478 $2,226,590 $1,456,552 $1,297,207 $768,559 $87,930
Ratio of Expenses to Average Net
Assets......................... 1.08% 1.09% 1.11% 1.12% 1.10% 1.41%

Ratio of Net Investment Income
(Loss) to Average Net Assets... 0.48% 0.01% (0.12%) (0.22%) 0.60% 0.39%

Portfolio Turnover Rate......... 59% 81% 60% 54% 76% 86%

<Caption>
For the fiscal year ended June 30,
------------------------------------
1999 1998 1997 1996
------- ------- ------- ------

Net Asset Value - Beginning of
Year........................... $19.30 $17.40 $15.32 $10.27
------- ------- ------- ------
Income from Investment Operation
- --------------------------------
Net Investment Income
(Loss)**....................... (0.10) (0.19) (0.26) (0.10)
Net Gains (Losses) on Securities
(both realized and
unrealized).................... 3.56 4.32 3.20 5.15
------- ------- ------- ------
Total From Investment
Operations..................... 3.46 4.13 2.94 5.05
------- ------- ------- ------
Less Distributions
- ------------------
Distribution from Net Investment
Income......................... 0.00 0.00 0.00 0.00
Distribution from Net Realized
Capital Gains.................. (0.47) (2.23) (0.86) 0.00
------- ------- ------- ------
Total Distributions............. (0.47) (2.23) (0.86) 0.00
Net Asset Value - End of Year... $22.29 $19.30 $17.40 $15.32
======= ======= ======= ======
Total Return.................... 18.92% 26.05% 20.55%+ 49.17%+
======= ======= ======= ======
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Year
(000's)........................ $24,912 $12,196 $7,340 $3,472
Ratio of Expenses to Average Net
Assets......................... 1.63% 2.16% 2.51%* 2.55% *
Ratio of Net Investment Income
(Loss) to Average Net Assets... (0.65%) (1.35%) (1.96%)* (1.36%)*
Portfolio Turnover Rate......... 124% 133% 144% 125%
</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%
and 6.47%, and the ratio of net investment income to average net assets would
have been a loss of 2.25% and 5.28% , for the periods ended June 30, 1997 and
June 30, 1996, respectively.

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

The accompanying notes are an integral part of the financial statements
22

MERIDIAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: Meridian Fund, Inc., (the
"Company"), is comprised of the Meridian Equity Income Fund (the "Equity
Income Fund"), the Meridian Growth Fund (the "Growth Fund") and the Meridian
Value Fund (the "Value Fund"). The Equity Income 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 Equity Income Fund began operations and
was registered on January 31, 2005. 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 Equity Income Fund is to seek
long-term growth of capital along with income as a component of total
return.

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 all of the
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. Securities and other assets for which reliable
market quotations are not readily available or for which a significant
event has occurred since the time of the most recent market quotation,
will be valued at their fair value as determined by the Adviser under
the guidelines established by, and under the general supervision and
responsibility of, the Funds' Board.

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.

MERIDIAN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED JUNE 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 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 June 30, 2005 were as follows:

<Table>

Equity Income Fund...................... 38.35%
Growth Fund............................. 0.97%
Value Fund.............................. 0.57%
</Table>

The Investment Adviser receives from the Equity Income Fund, as compensation
for its services, an annual fee of 1% of the first $10,000,000 of the Equity
Income Fund's net assets, 0.90% of the next $20,000,000 of the Equity Income
Fund's net assets, 0.80% of the next $20,000,000 of the Equity Income Fund's
net assets and 0.70% of the Equity Income 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 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 voluntarily
agreed to limit the operating expenses of the Equity Income Fund to 1.25% of
Fund assets and the Growth and Value Funds to 2.50%. With respect to this
limit, the Investment Adviser did reimburse the Equity Income Fund $65,276,
but did not reimburse the Growth and Value Funds, during 2005. Subject to
the approval of the Board of Directors of the Fund, the Fund will repay the
Investment Adviser the amount of its reimbursement for the Equity Income
Fund for up to three years following the reimbursement to the extent the
Equity Income Fund's expenses drop below 1.25%, after giving effect to
repayment by the fund. Either the Fund or the Investment Adviser can modify
or terminate this arrangement at any time.

3. CAPITAL SHARES TRANSACTIONS: The Equity Income Fund, Growth Fund and Value
Fund have each authorized 500,000,000 common shares at a par value of $.01
per share. Transactions in capital shares for the year ended June 30, 2004
and the year ended June 30, 2005 were as follows:

<Table>
<Caption>
Equity Income Fund
-----------------------
2005 2004
---------- ----------

Shares sold................................................. 834,727 --
Shares issued on reinvestment of distributions.............. -- --
---------- ----------
834,727 --
Shares redeemed............................................. (1,481) --
---------- ----------
Net increase................................................ 833,246 --
---------- ----------
</Table>

<Table>
<Caption>
Growth Fund
-----------------------
2005 2004
---------- ----------

Shares sold................................................. 19,610,076 23,312,706
Shares issued on reinvestment of distributions.............. 548,115 533,742
---------- ----------
20,158,191 23,846,448
Shares redeemed............................................. (8,805,258) (4,317,352)
---------- ----------
Net increase................................................ 11,352,933 19,529,096
---------- ----------
</Table>

<Table>
<Caption>
Value Fund
------------------------
2005 2004
----------- ----------

Shares sold................................................. 13,372,342 18,921,842
Shares issued on reinvestment of distributions.............. 6,795,760 --
----------- ----------
20,168,102 18,921,842
Shares redeemed............................................. (15,746,779) (9,759,558)
----------- ----------
Net increase................................................ 4,421,323 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
Equity Income Fund, Growth Fund or 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 year ended
June 30, 2005, were as follows:

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

Equity Income Fund................................... $ 9,294,539 $ 1,279,548
Growth Fund.......................................... 809,528,634 453,776,300
Value Fund........................................... 1,246,928,450 1,381,074,111
</Table>

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

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

Equity Income Fund.................................... $ -- $ --
Growth Fund........................................... 118,402,746 100,020,000
Value Fund............................................ 216,974,824 182,000,000
</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, 2005 and June 30, 2004 were as follows:

<Table>
<Caption>
2005 TAXABLE DISTRIBUTIONS
Net
Ordinary Long-Term Total
Fund Income Capital Gains Distributions
---- ----------- ------------- -------------

Equity Income Fund.......................... $ -- $ -- $ --
Growth Fund................................. 10,056,382 13,674,732 23,731,114
Value Fund.................................. 15,996,704 288,644,525 304,641,229
</Table>

2004 TAXABLE DISTRIBUTIONS

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

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

7. FEDERAL INCOME TAXES: Permanent differences, incurred during the year ended
June 30, 2005, resulting from differences in book and tax accounting have
been reclassified at year end to undistributed net investment income and
accumulated realized gain/(loss) as follows:

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

Equity Income Fund.................................. $ -- $ --
Growth Fund......................................... 3,142,905 (1,333)
Value Fund.......................................... 5,193,901 (5,193,901)
The aggregate cost of investments for federal income tax purposes were as follows:
</Table>

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

<Table>
<Caption>
Aggregate Gross Aggregate Gross
Unrealized Unrealized Net Unrealized
Aggregate Cost Appreciation Depreciation Appreciation
-------------- --------------- --------------- --------------

Equity Income Fund......... $ 7,965,411 $ 248,013 $ (242,371) $ 5,642
Growth Fund................ 1,403,436,573 266,605,094 (39,014,892) 227,590,202
Value Fund................. 1,974,109,590 293,582,657 (86,728,001) 206,854,656
</Table>

COMPONENTS OF ACCUMULATED EARNINGS (LOSSES) ON A TAX BASIS

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

Undistributed ordinary income............ $ 50,803 $ -- $ 19,691,688
Undistributed long-term capital gains.... -- 28,260,339 180,623,768
Post October losses deferred............. (49,580) -- --
Unrealized appreciation.................. 5,642 227,590,202 206,854,656
-------- ------------ ------------
Total Accumulated Earnings............. $ 6,865 $255,850,541 $407,170,112
======== ============ ============
</Table>

Post October losses represent losses realized on investment transactions
from November 1, 2004 through June 30, 2005 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, 2005, the Equity Income
Fund had Post October losses of $49,580.

8. PROXY VOTING POLICIES AND PROCEDURES: A statement that information regarding
how the fund voted proxies relating to portfolio securities during the most
recent 12 month period ended June 30, 2005 is 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

To the Board of Directors and Shareholders
of Meridian Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Meridian Equity Income Fund,
Meridian Growth Fund and Meridian Value Fund (constituting Meridian Fund, Inc.,
hereafter referred to as the "Funds") at June 30, 2005, the results of each of
their operations for the period then ended and the changes in each of their net
assets and the financial highlights for each of the periods presented, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial statements") are the responsibility of the Funds' management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at June 30, 2005 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

PricewaterhouseCoopers LLP
San Francisco, California
August 22, 2005

DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Directors of the Funds unanimously approved the continuance of the
Investment Advisory Agreement between the Meridian Growth Fund and the Meridian
Value Fund and the Adviser at a meeting held on October 6, 2004. Additionally,
at a meeting held December 8, 2004 the Directors approved a separate Investment
Advisory Agreement between the Meridian Equity Income Fund and the Adviser.

In preparation for the meetings, the Directors received and evaluated
information supplied by the Adviser in response to a letter prepared by counsel,
at the Board of Director's request, which identified items that should be
reviewed in order for the Directors to gain reasonable assurance that they have
sufficiently considered all relevant and required information related to
approval of the Advisory Agreements. The Directors examined and considered,
among other items, performance and expense information of other investment
companies with similar objectives, derived from data compiled by an independent
third-party provider. The Independent Directors of the Funds also met in a
private session at which no representatives of the Adviser were present prior to
voting to approve the Advisory Agreements with respect to each of the Funds. In
reaching their conclusions, the Directors considered factors they believed
materially related to the selection of the Adviser, the approval of the fee
structures and any other amounts paid under the Advisory Agreements. The
Directors based their decisions on the evaluation of all factors taken as a
whole and did not consider any one factor as all-important or controlling. Some
of the factors considered are discussed in more detail below.

The Directors considered the nature, extent and quality of the investment
research and portfolio management functions of the Adviser and the resources the
Adviser has dedicated to performing services for the Funds. The Directors also
considered the respective investment strategies of the Funds and noted favorably
the Adviser's demonstrated ability, over time, to a achieve a highly competitive
rate of return for long-term investors. The quality of other services, including
the Adviser's assistance in the coordination of the activities of the Funds
relating to other service providers, also was considered. The Directors noted
that the Adviser's and the Funds' Chief Compliance Officer administers and
coordinates conjoined compliance programs recently refined in light of new
regulatory requirements. The Directors considered the consistency of the Funds'
service quality when forming a basis for their confidence in the Adviser's
integrity and competence, in light of their on-going experience as Directors of
the Funds. The Directors concluded that, in all material respects, they were
satisfied with the nature, extent and quality of services provided (and expected
to be provided) to the Funds under the Advisory Agreements.

At their meetings, the Directors reviewed the current and long-term performance
of the Funds. The Directors noted that both the Meridian Growth Fund and the
Meridian Value Fund had recently been recognized by independent rating agencies
as being among the top performing funds in their categories over a ten and five
year period, respectively. In addition to the information reviewed by the
Directors during the meetings, the Directors receive detailed monthly
performance reports for the Funds throughout the year. These reports present the
Funds' performance in comparison to both broad market and peer group indices.
Based upon their review, the Directors concluded that the Adviser's management
of the Funds' investment portfolios has resulted in consistently competitive
performance overall and, in particular, returns for long-term investors that are
well above average.
30

DISCLOSURE REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Directors considered the direct and indirect costs incurred by the Adviser
in providing investment management services for the Funds. In light of the
changes in assets under management for each Fund during relevant time periods,
the Directors concluded that economies of scale currently being realized do not
necessarily warrant the implementation of additional breakpoints for any of the
Funds. While intending to monitor future growth in Fund assets, and to the
extent that economies of scale are realized, the Directors believe that current
advisory fee levels reflect an equitable sharing of benefits with shareholders.
The Directors concluded that profits being realized by the Adviser from its
relationship with the Funds are reasonable and appropriate, based on the
business judgment of the Directors, with consideration duly given to, among
other things, the nature and quality of services provided, the outstanding
long-term performance of the Funds, investment industry practices and comparable
funds' average fee expense, determined using independent third party data. The
Directors recognized that it is difficult to make comparisons of profitability
from investment advisory contracts. This is because comparative information is
not generally publicly available and is affected by numerous factors, including
the structure of the particular adviser, the type of clients it advises, its
business mix, and numerous assumptions regarding allocations and the adviser's
capital and management structure.

The Directors additionally considered certain benefits the Adviser realizes due
to its relationship with the Funds. In particular, the Adviser has arrangements
under which certain brokers may provide industry research to the Adviser's
portfolio managers through the use of a portion of the brokerage commissions
generated from the Adviser's trading activities on behalf of the Funds. The
Directors acknowledge that the Funds' shareholders benefit as well from these
research products paid for through broker commissions and soft dollar
arrangements.

INFORMATION ABOUT THE DIRECTORS AND
OFFICERS OF MERIDIAN FUND, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The individuals listed below serve as directors or officers of Meridian Fund,
Inc. ( the "Meridian Funds"). Each director of the Meridian Funds serves until a
successor is elected and qualified or until resignation. Each officer of the
Meridian Funds is elected annually by the Board of Directors. The address of all
officers and directors is 60 East Sir Francis Drake Blvd., Suite 306, Larkspur,
CA 94939. The Meridian Funds' Statement of Additional Information (SAI) includes
more information about the Directors. To request a free copy, call Meridian at
1-800-446-6662.

INTERESTED DIRECTORS *
- --------------------------------------------------------------------------------

Richard F. Aster, Jr. (65)

Positions(s) Held with Fund: President, Chairman of the Board, Portfolio Manager
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: President, Aster Investment
Management, Inc.; President, Aster Capital Management, Inc.
Number of Portfolios Overseen: 3
Other Directorships: N/A

Michael Stolper (60)

Positions(s) Held with Fund: Director
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Investment Adviser and
Broker/Dealer, Stolper & Company, Inc.
Number of Portfolios Overseen: 3
Other Directorships: N/A
- --------------------------------------------------------------------------------
* Aster Investment Management, Inc. is investment adviser to the Meridian Funds.
Mr. Stolper is a minority owner of Aster Investment Management, Inc.

INFORMATION ABOUT THE DIRECTORS AND
OFFICERS OF MERIDIAN FUND, INC. (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INDEPENDENT DIRECTORS
- --------------------------------------------------------------------------------

Ralph Cechettini (65)

Positions(s) Held with Fund: Director
Length of Service (Beginning Date): October 6, 2004
Principal Occupation(s) During Past 5 Years: Owner and Portfolio Manager, CIM
Portfolio Advisers;
Managing Partner, Pivotal Asset Management, LLC
Number of Portfolios Overseen: 3
Other Directorships: Guide Dogs for the Blind, Inc.

Michael S. Erickson (53)

Positions(s) Held with Fund: Director
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Private Investor
Number of Portfolios Overseen: 3
Other Directorships: AeroAstro, Inc., Decimal, Inc.

James Bernard Glavin (70)

Positions(s) Held with Fund: Vice Chairman of the Board
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Chairman of the Board, The Immune
Response Corp.
Number of Portfolios Overseen: 3
Other Directorships: N/A

Herbert Charles Kay (68)

OFFICERS
- --------------------------------------------------------------------------------

Gregg B. Keeling, CPA (50)

Positions(s) Held with Fund: Treasurer, Secretary, Principal Financial and
Accounting Officer, Chief Compliance Officer
Length of Service: (Beginning Date) April 1999
Principal Occupation(s) During Past 5 Years: Aster Investment Management, Inc.,
Vice President of Operations; Aster Capital Management, Inc., Vice President of
Operations

MANAGEMENT'S DISCUSSION OF MERIDIAN EQUITY INCOME FUND(SM) PERFORMANCE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Meridian Equity Income Fund gained 1.00% from its inception, January 31,
2005 to June 30, 2005. The S&P 500 gained 1.66% during the same period. Overall
positive performance reflected the strength in the banking & finance, consumer
products, industrial products, insurance and retail sectors, as well as the
performance of individual stocks that may be the only issue we own in a
particular sector. This was offset primarily by weakness in the chemical, food &
beverage, diversified operations, industrial services and paper products
sectors, as well as the performance of individual stocks that may be the only
issue we own in a particular sector. Not being weighted in the best performing
sectors during the period materially affected the Fund's performance. The Fund
emphasizes investments in companies that pay dividends or interest, have the
potential for capital appreciation and which the Investment Adviser believes may
have the capacity to raise dividends in the future.

MANAGEMENT'S DISCUSSION OF MERIDIAN GROWTH FUND(R) PERFORMANCE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

During the fiscal year ended June 30, 2005, the Meridian Growth Fund gained
2.65% compared to a gain of 6.24% for the S&P 500 with reinvested dividends, a
gain of 9.45% for the Russell 2000 with reinvested dividends, and a gain of
0.45% for the NASDAQ. Overall positive performance reflected the strength in the
brokerage & money management, cellular communication, consumer services,
healthcare and restaurant sectors, as well as the performance of individual
stocks that may be the only issue we own in a particular sector. This was
offset, primarily by weakness in the industrial products and services,
technology and telecommunication equipment sectors, as well as the performance
of individual stocks that may be the only issue we own in a particular sector.
Not being weighted in the best performing sectors during the period materially
affected the Fund's performance. The Fund's investments include companies that
are relatively small in terms of total assets, revenues and earnings, which the
Investment Adviser believes may have prospects for above average growth in
revenue and earnings.

VALUE OF $10,000 INVESTED IN THE MERIDIAN GROWTH FUND, THE S&P 500 AND THE
RUSSELL 2000
[PERFORMANCE LINE GRAPH]

<Table>
<Caption>
MERIDIAN GROWTH S&P 500 RUSSELL 2000
--------------- ------- ------------

06/30/95 10000.00 10000.00 10000.00
06/30/96 12140.00 12598.00 12389.00
06/30/97 13829.90 16969.50 14412.10
06/30/98 16169.90 22084.10 16791.60
06/30/99 16663.10 27110.50 17043.40
06/30/00 20237.30 29076.00 19484.10
06/30/01 24960.70 24766.90 19595.10
06/30/02 25065.50 20313.80 17909.90
06/30/03 25015.40 20364.60 17616.20
06/30/04 33433.10 24256.30 23494.00
06/30/05 34319.10 25789.30 25714.10
</Table>

MERIDIAN GROWTH FUND
AVERAGE ANNUAL TOTAL RETURN

<Table>

One Year 2.65%

Five Years 11.14%

Ten Years 13.12%
</Table>

Past performance is not predictive of future performance. The graph and table do
not reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. Net asset value, investment
return and principal value will fluctuate, so shares, when redeemed, may be
worth more or less than their original cost.

MANAGEMENT'S DISCUSSION OF MERIDIAN VALUE FUND(R) PERFORMANCE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

During the fiscal year ended June 30, 2005, the Meridian Value Fund gained 8.00%
compared to a gain of 6.24% for the S&P 500 with reinvested dividends, a gain of
9.45% for the Russell 2000 with reinvested dividends, and a gain of 0.45% for
the NASDAQ. During the fiscal year ended June 30, 2005, the Fund's strongest
performing investments were in the leisure, healthcare products, energy and real
estate sectors. The worst performing investments were in the industrial services
and consumer durables sectors.

The Meridian Value Fund's strategy is to invest in stocks, across a range of
market capitalizations, which the Investment Adviser believes are undervalued in
relation to the issuer's long-term earnings power, asset value and/or the stock
market in general. Investments include both smaller company equities and
mid-to-large capitalization stocks. Based on this strategy, the Fund's average
compounded annual return for the ten-year period from June 30, 1995 to June 30,
2005 was 20.22% compared to 10.55% for the S&P 500, with reinvested dividends.
The Fund did not approach full investment status until June 30, 1995, with cash
comprising approximately 45-50% of the Fund's total portfolio from inception
until June 30, 1995. The Meridian Value Fund's average compounded annual return
from inception to June 30, 2005 was 17.84%, compared to 11.11% for the S&P 500,
with reinvested dividends.

VALUE OF $10,000 INVESTED IN THE MERIDIAN VALUE FUND AND THE S&P 500
[PERFORMANCE LINE GRAPH]

<Table>
<Caption>
MERIDIAN VALUE FUND S&P 500
------------------- -------

6/30/95 10000 10000
6/30/96 14917 12598
6/30/97 17982 16970
6/30/98 22667 22084
6/30/99 26955 27110
6/30/00 34942 29076
6/30/01 44712 24767
6/30/02 43916 20314
6/30/03 45814 20365
6/30/04 58408 24256
6/30/05 63080 25789
</Table>

MERIDIAN VALUE FUND
AVERAGE ANNUAL TOTAL RETURN

<Table>

One Year 8.00%

Five Years 12.54%

Ten Years 20.22%
</Table>

2005 TAX NOTICE TO SHAREHOLDERS (UNAUDITED)

The information set forth below is for the Fund's fiscal year as required by
Federal laws. Shareholders, however, must report distributions on a calendar
year basis for income tax purposes, which may include distributions for portions
of two fiscal years of a fund. Accordingly, the information needed by
shareholders for income tax purposes will be sent to them in early 2006. Please
consult your tax advisor for proper treatment of this information.

Pursuant to Internal Revenue Code Section 852(b)(3), the amounts of long-term
capital gains designated for the fiscal year ended June 30, 2005 were as
follows:

<Table>

Growth Fund................................................. $ --
Value Fund.................................................. $ --
Equity Income Fund.......................................... $ --
</Table>

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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
Chief Financial Officer,
Treasurer and Secretary
Chief Compliance Officer

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 EQUITY INCOME FUND(SM)

MERIDIAN GROWTH FUND(R)

MERIDIAN VALUE FUND(R)

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

JUNE 30, 2005

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report,
has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party.

(c) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are
employed by the registrant or a third party, and that relates to any
element of the code of ethics description.

(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are
employed by the registrant or a third party, that relates to one or
more of the items set forth in paragraph (b) of this item's
instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of
directors has determined that James Glavin is qualified to serve as an audit
committee financial expert serving on its audit committee and that he is
"independent," as defined by Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or services that
are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years are
$67,500 in 2005 and $49,140 in 2004.

Audit-Related Fees

(b) The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of this
Item are $0.00 in 2005 and $0.00 in 2004.

Tax Fees

(c) The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning are $ $12,400 in 2005 and
$8,200 in 2004.

Tax fees represent tax excise distributions and compliance services
provided in connection with the review of the Registrant's tax returns.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than
the services reported in paragraphs (a) through (c) of this Item are
$0.00 in 2005 and $0.00 in 2004.

(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

PRE-APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES PROVIDED TO THE COMPANY

1. Pre-Approval Requirements. The Committee shall pre-approve all
auditing services and permissible non-audit services (e.g., tax
services) to be provided to the Company by the Auditor, including
the fees therefore. The Committee may delegate to one or more of
its members the authority to grant pre-approvals. In connection
with such delegation, the Committee shall establish pre-approval
policies and procedures, including the requirement that the
decisions of any member to whom authority is delegated under this
section shall be presented to the full Committee at each of its
scheduled meetings.

2. De Minimis Exception to Pre-Approval: Pre-approval for a
permitted non-audit service shall not be required if:

a. the aggregate amount of all such non-audit services is not
more than 5% of the total revenues paid by the Company to
the Auditor in the fiscal year in which the non-audit
services are provided;

b. such services were not recognized by the Company at the time
of the engagement to be non-audit services; and

c. such services are promptly brought to the attention of the
Committee and approved prior to the completion of the audit
by the Committee or by one or more members of the Committee
to whom authority to grant such approvals has been delegated
by the Committee.

Additionally, the Committee shall pre-approve the Auditor's engagements for
non-audit services with the Adviser and any affiliate of the Adviser that
provides ongoing services to the Company in accordance with the foregoing, if
the engagement relates directly to the operations and financial reporting of the
Company, unless the aggregate amount of all services provided constitutes no
more than 5% of the total amount of revenues paid to the Auditor by the Company,
the Adviser and any affiliate of the Adviser that provides ongoing services to
the Company during the fiscal year in which the services are provided that would
have to be pre-approved by the Committee pursuant to this paragraph (without
regard to this exception).

PROHIBITED SERVICES

The Committee shall confirm with the Auditor engaged to perform the audit of the
Company that the Auditor is not performing contemporaneously any of the
following non-audit services for the Company, the Adviser, or any affiliates of
the Company or Adviser:

1. bookkeeping or other services related to the accounting records
or financial statements of the Company;

2. financial information systems design and implementation;

3. appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;

4. actuarial services;

5. internal audit outsourcing services;

6. Management functions or human resources;

7. broker or dealer, investment adviser, or investment banking
services;

8. legal services and expert services unrelated to the audit; and

9. any other service that the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.

The Auditor is responsible for informing the Committee of whether it believes
that a particular service is permissible or prohibited pursuant to applicable
regulations and standards.

(e)(2) The percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are
as follows:

(b) N/A

(d) N/A

(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons
other than the principal accountant's full-time, permanent employees
was zero percent (0%).

(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen
by another investment adviser), and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing
services to the registrant for each of the last two fiscal years of
the registrant was $0.00 in 2005 and $0.00 in 2004.

(h) The registrant's audit committee of the board of directors HAS
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

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.

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.

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) Code of ethics, that is the subject of disclosure required by
Item 2, filed as exhibit(a)(1) to the Registrant's Form N-CSR, on
September 8, 2004 (Accession No. 0000950134-04-013324).

(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 August 26, 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 August 26, 2005

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

Date August 26, 2005

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