content: <PAGE>   1
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
              ________________________________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
              ________________________________________________________
  
                             BEVERLY ENTERPRISES, INC.
                       (FORMERLY NEW BEVERLY HOLDINGS, INC.)
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
       <S>                               <C>                                          <C>
           DELAWARE                      5111 ROGERS AVENUE, SUITE 40-A                    62-1691861
       (State or Other                    FORT SMITH, ARKANSAS  72919                   (I.R.S. Employer
       Jurisdiction of                                                                 Identification No.)
       Incorporation or
        Organization)
  </TABLE>
               (Address of Principal Executive Offices Including Zip
                                       Code)
              ________________________________________________________
  
                             NEW BEVERLY HOLDINGS, INC.
                     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                              (Full Title of the Plan)
              ________________________________________________________
  
                               ROBERT W. POMMERVILLE
                             EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL & SECRETARY
                             BEVERLY ENTERPRISES, INC.
                           5111 ROGERS AVENUE, SUITE 40-A
                            FORT SMITH, ARKANSAS  72919
                      (Name and Address of Agent For Service)
              ________________________________________________________
  
                                   (501) 452-6712
           (Telephone Number, Including Area Code, of Agent For Service)
              ________________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------------
     TITLE OF SECURITIES          AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED            REGISTERED           OFFERING PRICE            AGGREGATE            REGISTRATION FEE
                                                           PER SHARE            OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------
     <S>                           <C>                     <C>                    <C>                       <C>
      COMMON STOCK, PAR            300,000(1)              $12.75(2)              $3,825,000                $1,129
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)    This Registration Statement registers the issuance or transfer of
         300,000 shares of common stock, par value $.10 per share (the "Shares"),
         of Beverly Enterprises, Inc., a delaware corporation (the "Company"),
         presently reserved for issuance under the New Beverly Holdings, Inc.
         Non-Employee Directors' Stock Option Plan (the "Plan"), (ii) additional
         Shares that become available under the Plan in connection with certain
         changes in the number of outstanding Shares because of events such as
         recapitalizations, stock dividends, and stock splits, and (iii) any
         other securities with respect to which the outstanding Shares are
         converted or exchanged.
  
  (2)    Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
         the Company has determined the proposed maximum offering price per Share
         to be $12.75.  This price is the average of the high and low prices for
         a Share on December 8, 1997, a date within five business days before the
         filing of this Registration Statement.
  
  ================================================================================
  
  <PAGE>   2
  
  
                                       PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S-8.
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                The following documents previously filed with the Commission are
  hereby incorporated by reference into this Registration Statement:
  
         1.     The Company's Registration Statement on Form S-1, filed with the
                Commission on June 4, 1997, as amended, under which the Company
                registered Common Stock under the Securities Act of 1933, as
                amended.
  
         2.     The description of the Shares set forth in the Company's
                Registration Statement on Form 8-A, filed with the Commission on
                October 15, 1997, under which the Company registered the Shares
                under Section 12(g) of the Securities and Exchange Act of 1934,
                as amended (the "Exchange Act").
  
         3.     The Company's report on Form 10-Q for the quarter ended September
                30, 1997, filed with the Commission on December 2, 1997.
  
         4.     The Annual Report on Form 10-K for the year ended December 31,
                1996, the report on Form 10-Q for the quarter ended March 31,
                1997, the report on Form 10-Q for the quarter ended June 30,
                1997, the report on Form 10-Q for the quarter ended September 30,
                1997 and the current report on Form 8-K dated April 15, 1997,
                each filed by Beverly Enterprises, Inc., a Delaware corporation
                and predecessor of the Company ("Old Beverly").  The Company is
                incorporating by reference the documents listed in this Item 4
                because the Company succeeded to all of the business of Old
                Beverly, other than its institutional and mail service pharmacy
                business.
  
                All reports and other documents that the Company subsequently
  files with the Securities and Exchange Commission (the "Commission") pursuant
  to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
  
                                        2
  <PAGE>   3
  
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
                Inapplicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                The validity of the Common Stock has been passed upon for the
  Registrant by John W. MacKenzie, its Deputy General Counsel and Assistant
  Secretary.  Mr. MacKenzie owns approximately 29,758 shares of Common Stock and
  options to purchase a number of shares of Common Stock equivalent to those
  Options previously held  by Mr. MacKenzie to purchase 23,000 shares of the
  former Beverly Enterprises, Inc. Common Stock, as adjusted pursuant to the
  terms of the Employee Benefit Matters Agreement relating to the Distribution
  and Merger, as defined and as described in the Proxy Statement issued by the
  former Beverly Enterprises, Inc. dated October 20, 1997.  It is currently
  anticipated that Mr. MacKenzie will not be eligible to participate in the Plan.
  
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                The Delaware General Corporation Law, the Company's certificate
  of incorporation and bylaws, and the Company's indemnification agreements
  between the Company and its officers and directors provide that the Company
  will indemnify them to the full extent permitted by the Delaware General
  Corporation Law for liabilities and expenses that they may incur in their
  capacities as directors and officers of the Company.  Generally, the Company
  will indemnify its directors and officers with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Company.  With respect to any criminal action or proceeding,
  the director or officer must also not have had any reasonable cause to believe
  that his or her actions were unlawful.
  
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
                Inapplicable.
  
  ITEM 8.       EXHIBITS.
  
  <TABLE>
  <CAPTION>
                EXHIBIT NO.                                      DESCRIPTION
                -----------                                      -----------
                     <S>          <C>
                     4.1          New Beverly Holdings, Inc. Non-Employee Directors' Stock Option Plan
                     5.1          Opinion of John W. MacKenzie, Esq.
                     23.1         Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1)
                     23.2         Consent of Ernst & Young LLP, independent auditors
  </TABLE>      
  ITEM 9.       UNDERTAKINGS.
  
                A.     RULE 415 OFFERING.  The undersigned Registrant hereby
         undertakes:
  
                       (1)    To file, during any period in which offers or sales
                are being made, a post-effective amendment to this Registration
                Statement: (i) to include any prospectus required by Section
                10(a)(3) of the Securities Act, (ii) to reflect in the prospectus
                any facts or events arising after the effective date of the
  
  
  
                                        3
  
  <PAGE>   4
  
  
  
                Registration Statement (or the most recent post-effective
                amendment thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set forth in
                the Registration Statement, and (iii) to include any material
                information with respect to the plan of distribution not
                previously disclosed in the Registration Statement or any
                material change to such information in the Registration
                Statement, provided, however, that clauses (i) and (ii) do not
                apply if the information required to be included in a post-
                effective amendment by those clauses is contained in periodic
                reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or 15(d) of the Exchange Act
                that are incorporated by reference in the Registration Statement;
  
                       (2)    That, for the purpose of determining any liability
                under the Securities Act, each such post-effective amendment
                shall be deemed to be a new registration statement relating to
                the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial bona
                fide offering thereof; and
  
                       (3)    To remove from registration by means of a post-
                effective amendment any of the securities being registered which
                remain unsold at the termination of the offering.
  
                B.     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE.  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in the Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
                C.     REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
  REGISTRATION STATEMENT ON FORM S-8.  Insofar as indemnification for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the foregoing provisions, or
  otherwise, the Registrant has been advised that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
  
  
                                        4
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
                Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Fort Smith, State of Arkansas, on this 11th day
  of December, 1997.
  
  
                       BEVERLY ENTERPRISES, INC.
  
  
  
                       By: /s/  David R. Banks                    
                           ---------------------------------------
                       Name:  David R. Banks
                       Title: Chairman of the Board,
                              Chief Executive Officer and Director
  
                                  POWER OF ATTORNEY
  
                Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.  Each of the directors and/or officers of
  the Registrant whose signature appears below hereby appoints Robert W.
  Pommerville and John W. MacKenzie, and each of them severally as his or her
  attorney-in-fact to sign his or her name and on his or her behalf, in any and
  all capacities stated below, and to file with the Securities and Exchange
  Commission any and all amendments, including post-effective amendments to this
  Registration Statement as appropriate, and generally to do all such things in
  their behalf in their capacities as officers and directors to enable Registrant
  to comply with the provisions of the Securities Act of 1933, and all
  requirements of the Securities and Exchange Commission.
  
  <TABLE>
  <CAPTION>
  
          NAME AND SIGNATURE                     TITLE                          DATE
          ------------------                     -----                          ----
  <S>                                   <C>                               <C>
  /s/ David R. Banks                     Chairman of the Board, Chief     December 11, 1997  
  -------------------------------        Executive Officer and Director                      
  David R. Banks                                                                             
  
  
  
  /s/ Boyd W. Hendrickson                President, Chief Operating        December 11, 1997 
  -------------------------------        Officer and Director                                
  Boyd W. Hendrickson                                                                        
  
  
  
  /s/ Scott M. Tabakin                   Executive Vice President and      December 11, 1997 
  -------------------------------        Chief Financial Officer
  Scott M. Tabakin
  
  
  
  /s/ Pamela H. Daniels                  Vice President, Controller, and   December 11, 1997 
  -------------------------------        Chief Accounting Officer
  Pamela H. Daniels
  </TABLE>
                                             5
  <PAGE>   6
  <TABLE>
  <S>                                    <C>                               <C>
  /s/ Beryl F. Anthony, Jr.              Director                          December 11, 1997 
  --------------------------------
  Beryl F. Anthony, Jr.
  
  
  
  /s/ James R. Greene                    Director                          December 11, 1997 
  --------------------------------
  James R. Greene
  
  
  
  /s/ Edith E. Holiday                   Director                          December 11, 1997 
  --------------------------------
  Edith E. Holiday
  
  
  
  /s/ Jon E. M. Jacoby                   Director                          December 11, 1997 
  --------------------------------
  Jon E. M. Jacoby
  
  
  
  /s/ Risa J. Lavizzo-Mourey, M.D.       Director                          December 11, 1997 
  --------------------------------
  Risa J. Lavizzo-Mourey, M.D.
  
  
  /s/ Marilyn R. Seymann                 Director                          December 11, 1997 
  --------------------------------
  Marilyn R. Seymann
  </TABLE>
  
                                        6
  
  <PAGE>   7
  
  
  
                                   EXHIBIT INDEX
  <TABLE>
  <CAPTION>
     EXHIBIT NO.                                     DESCRIPTION                                      PAGE NO.
     ----------                                      -----------                                      -------
         <S>        <C>
         4.1        New Beverly Holdings, Inc. Non-Employee Directors' Stock Option Plan
         5.1        Opinion of John W. MacKenzie, Esq.
         23.1       Consent of John W. MacKenzie, Esq. (included in
                    Exhibit 5.1)
         23.2       Consent of Ernst & Young LLP, independent auditors
  </TABLE>
  
  
  
                                        7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 18988}]
metadata_filer: {"company-data": {"conformed-name": "BEVERLY ENTERPRISES INC", "cik": "0001040441", "assigned-sic": "8051", "irs-number": "621691861", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42131", "film-number": "97737333"}, "business-address": {"street1": "5111 ROGERS AVE", "street2": "SUITE 40-A", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5014526712"}, "mail-address": {"street1": "511 ROGERS AVE", "street2": "SUITE 40-A", "city": "FORT SMITH", "state": "AR", "zip": "72903"}, "former-company": {"former-conformed-name": "NEW BEVERLY HOLDINGS INC", "date-changed": "19970604"}}
text: 1
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
              ________________________________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
              ________________________________________________________
  
                             BEVERLY ENTERPRISES, INC.
                       (FORMERLY NEW BEVERLY HOLDINGS, INC.)
               (Exact Name of Registrant as Specified in Its Charter)
  DELAWARE                      5111 ROGERS AVENUE, SUITE 40-A                    62-1691861
       (State or Other                    FORT SMITH, ARKANSAS  72919                   (I.R.S. Employer
       Jurisdiction of                                                                 Identification No.)
       Incorporation or
        Organization)
  (Address of Principal Executive Offices Including Zip
                                       Code)
              ________________________________________________________
  
                             NEW BEVERLY HOLDINGS, INC.
                     NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                              (Full Title of the Plan)
              ________________________________________________________
  
                               ROBERT W. POMMERVILLE
                             EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL & SECRETARY
                             BEVERLY ENTERPRISES, INC.
                           5111 ROGERS AVENUE, SUITE 40-A
                            FORT SMITH, ARKANSAS  72919
                      (Name and Address of Agent For Service)
              ________________________________________________________
  
                                   (501) 452-6712
           (Telephone Number, Including Area Code, of Agent For Service)
              ________________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
     TITLE OF SECURITIES          AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED            REGISTERED           OFFERING PRICE            AGGREGATE            REGISTRATION FEE
                                                           PER SHARE            OFFERING PRICE
  ----------------------------------------------------------------------------------------------------------------------
  COMMON STOCK, PAR            300,000(1)              $12.75(2)              $3,825,000                $1,129
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------
  (1)    This Registration Statement registers the issuance or transfer of
         300,000 shares of common stock, par value $.10 per share (the "Shares"),
         of Beverly Enterprises, Inc., a delaware corporation (the "Company"),
         presently reserved for issuance under the New Beverly Holdings, Inc.
         Non-Employee Directors' Stock Option Plan (the "Plan"), (ii) additional
         Shares that become available under the Plan in connection with certain
         changes in the number of outstanding Shares because of events such as
         recapitalizations, stock dividends, and stock splits, and (iii) any
         other securities with respect to which the outstanding Shares are
         converted or exchanged.
  
  (2)    Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
         the Company has determined the proposed maximum offering price per Share
         to be $12.75.  This price is the average of the high and low prices for
         a Share on December 8, 1997, a date within five business days before the
         filing of this Registration Statement.
  
  ================================================================================
  2
  
                                       PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S-8.
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                The following documents previously filed with the Commission are
  hereby incorporated by reference into this Registration Statement:
  
         1.     The Company's Registration Statement on Form S-1, filed with the
                Commission on June 4, 1997, as amended, under which the Company
                registered Common Stock under the Securities Act of 1933, as
                amended.
  
         2.     The description of the Shares set forth in the Company's
                Registration Statement on Form 8-A, filed with the Commission on
                October 15, 1997, under which the Company registered the Shares
                under Section 12(g) of the Securities and Exchange Act of 1934,
                as amended (the "Exchange Act").
  
         3.     The Company's report on Form 10-Q for the quarter ended September
                30, 1997, filed with the Commission on December 2, 1997.
  
         4.     The Annual Report on Form 10-K for the year ended December 31,
                1996, the report on Form 10-Q for the quarter ended March 31,
                1997, the report on Form 10-Q for the quarter ended June 30,
                1997, the report on Form 10-Q for the quarter ended September 30,
                1997 and the current report on Form 8-K dated April 15, 1997,
                each filed by Beverly Enterprises, Inc., a Delaware corporation
                and predecessor of the Company ("Old Beverly").  The Company is
                incorporating by reference the documents listed in this Item 4
                because the Company succeeded to all of the business of Old
                Beverly, other than its institutional and mail service pharmacy
                business.
  
                All reports and other documents that the Company subsequently
  files with the Securities and Exchange Commission (the "Commission") pursuant
  to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
                                        2
  3
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
                Inapplicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                The validity of the Common Stock has been passed upon for the
  Registrant by John W. MacKenzie, its Deputy General Counsel and Assistant
  Secretary.  Mr. MacKenzie owns approximately 29,758 shares of Common Stock and
  options to purchase a number of shares of Common Stock equivalent to those
  Options previously held  by Mr. MacKenzie to purchase 23,000 shares of the
  former Beverly Enterprises, Inc. Common Stock, as adjusted pursuant to the
  terms of the Employee Benefit Matters Agreement relating to the Distribution
  and Merger, as defined and as described in the Proxy Statement issued by the
  former Beverly Enterprises, Inc. dated October 20, 1997.  It is currently
  anticipated that Mr. MacKenzie will not be eligible to participate in the Plan.
  
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                The Delaware General Corporation Law, the Company's certificate
  of incorporation and bylaws, and the Company's indemnification agreements
  between the Company and its officers and directors provide that the Company
  will indemnify them to the full extent permitted by the Delaware General
  Corporation Law for liabilities and expenses that they may incur in their
  capacities as directors and officers of the Company.  Generally, the Company
  will indemnify its directors and officers with respect to actions taken in good
  faith in a manner reasonably believed to be in, or not opposed to, the best
  interests of the Company.  With respect to any criminal action or proceeding,
  the director or officer must also not have had any reasonable cause to believe
  that his or her actions were unlawful.
  
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
                Inapplicable.
  
  ITEM 8.       EXHIBITS.
  EXHIBIT NO.                                      DESCRIPTION
                -----------                                      -----------
  4.1          New Beverly Holdings, Inc. Non-Employee Directors' Stock Option Plan
                     5.1          Opinion of John W. MacKenzie, Esq.
                     23.1         Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1)
                     23.2         Consent of Ernst & Young LLP, independent auditors
  ITEM 9.       UNDERTAKINGS.
  
                A.     RULE 415 OFFERING.  The undersigned Registrant hereby
         undertakes:
  
                       (1)    To file, during any period in which offers or sales
                are being made, a post-effective amendment to this Registration
                Statement: (i) to include any prospectus required by Section
                10(a)(3) of the Securities Act, (ii) to reflect in the prospectus
                any facts or events arising after the effective date of the
  
                                        3
  4
  
                Registration Statement (or the most recent post-effective
                amendment thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set forth in
                the Registration Statement, and (iii) to include any material
                information with respect to the plan of distribution not
                previously disclosed in the Registration Statement or any
                material change to such information in the Registration
                Statement, provided, however, that clauses (i) and (ii) do not
                apply if the information required to be included in a post-
                effective amendment by those clauses is contained in periodic
                reports filed with or furnished to the Commission by the
                Registrant pursuant to Section 13 or 15(d) of the Exchange Act
                that are incorporated by reference in the Registration Statement;
  
                       (2)    That, for the purpose of determining any liability
                under the Securities Act, each such post-effective amendment
                shall be deemed to be a new registration statement relating to
                the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial bona
                fide offering thereof; and
  
                       (3)    To remove from registration by means of a post-
                effective amendment any of the securities being registered which
                remain unsold at the termination of the offering.
  
                B.     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE.  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in the Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
                C.     REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
  REGISTRATION STATEMENT ON FORM S-8.  Insofar as indemnification for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the foregoing provisions, or
  otherwise, the Registrant has been advised that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
                                        4
  5
  
                                     SIGNATURES
  
                Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Fort Smith, State of Arkansas, on this 11th day
  of December, 1997.
  
                       BEVERLY ENTERPRISES, INC.
  
                       By: /s/  David R. Banks                    
                           ---------------------------------------
                       Name:  David R. Banks
                       Title: Chairman of the Board,
                              Chief Executive Officer and Director
  
                                  POWER OF ATTORNEY
  
                Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.  Each of the directors and/or officers of
  the Registrant whose signature appears below hereby appoints Robert W.
  Pommerville and John W. MacKenzie, and each of them severally as his or her
  attorney-in-fact to sign his or her name and on his or her behalf, in any and
  all capacities stated below, and to file with the Securities and Exchange
  Commission any and all amendments, including post-effective amendments to this
  Registration Statement as appropriate, and generally to do all such things in
  their behalf in their capacities as officers and directors to enable Registrant
  to comply with the provisions of the Securities Act of 1933, and all
  requirements of the Securities and Exchange Commission.
  NAME AND SIGNATURE                     TITLE                          DATE
          ------------------                     -----                          ----
  /s/ David R. Banks                     Chairman of the Board, Chief     December 11, 1997  
  -------------------------------        Executive Officer and Director                      
  David R. Banks                                                                             
  
  /s/ Boyd W. Hendrickson                President, Chief Operating        December 11, 1997 
  -------------------------------        Officer and Director                                
  Boyd W. Hendrickson                                                                        
  
  /s/ Scott M. Tabakin                   Executive Vice President and      December 11, 1997 
  -------------------------------        Chief Financial Officer
  Scott M. Tabakin
  
  /s/ Pamela H. Daniels                  Vice President, Controller, and   December 11, 1997 
  -------------------------------        Chief Accounting Officer
  Pamela H. Daniels
  5
  6
  /s/ Beryl F. Anthony, Jr.              Director                          December 11, 1997 
  --------------------------------
  Beryl F. Anthony, Jr.
  
  /s/ James R. Greene                    Director                          December 11, 1997 
  --------------------------------
  James R. Greene
  
  /s/ Edith E. Holiday                   Director                          December 11, 1997 
  --------------------------------
  Edith E. Holiday
  
  /s/ Jon E. M. Jacoby                   Director                          December 11, 1997 
  --------------------------------
  Jon E. M. Jacoby
  
  /s/ Risa J. Lavizzo-Mourey, M.D.       Director                          December 11, 1997 
  --------------------------------
  Risa J. Lavizzo-Mourey, M.D.
  
  /s/ Marilyn R. Seymann                 Director                          December 11, 1997 
  --------------------------------
  Marilyn R. Seymann
  6
  7
  
                                   EXHIBIT INDEX
  EXHIBIT NO.                                     DESCRIPTION                                      PAGE NO.
     ----------                                      -----------                                      -------
  4.1        New Beverly Holdings, Inc. Non-Employee Directors' Stock Option Plan
         5.1        Opinion of John W. MacKenzie, Esq.
         23.1       Consent of John W. MacKenzie, Esq. (included in
                    Exhibit 5.1)
         23.2       Consent of Ernst & Young LLP, independent auditors
  7