content: <PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
                                                       REGISTRATION NO. 333-
                                                                           ------
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                             BEVERLY ENTERPRISES, INC.
              (Exact Name of Registrant as Specified in Its Charter)
  
        DELAWARE          5111 ROGERS AVENUE, SUITE 40-A           95-4100309
    (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)
                              --------------------
                            BEVERLY ENTERPRISES, INC.
                      EXECUTIVE DEFERRED COMPENSATION 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>
  ----------------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
     TITLE OF SECURITIES          AMOUNT TO BE          OFFERING PRICE            AGGREGATE               AMOUNT OF
       TO BE REGISTERED            REGISTERED            PER SHARE(1)           OFFERING PRICE         REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
   <S>                           <C>                        <C>                  <C>                       <C>
     BEVERLY ENTERPRISES,         $14,000,000                100%                 $14,000,000               $4,243
        INC. EXECUTIVE
    DEFERRED COMPENSATION
     PLAN OBLIGATIONS (2)
  ----------------------------------------------------------------------------------------------------------------------
      COMMON STOCK, PAR               (3)                     --                      --                     NONE
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for the purposes of calculating the registration fee
           pursuant to Rule 457(o).
  
  (2)      The Beverly Enterprises, Inc. Executive Deferred Compensation Plan
           Obligations are unsecured obligations of Beverly Enterprises, Inc. to
           pay deferred compensation in the future in accordance with the terms
           of the Beverly Enterprises, Inc. Executive Deferred Compensation
           Plan.
  
  (3)      Pursuant to Rule 457(i), such indeterminate number of shares of Common
           Stock as may be issuable upon payment of the Beverly Enterprises, Inc.
           Executive Deferred Compensation Plan Obligations, including such
           additional shares as may be issuable as a result of stock splits,
           stock dividends or similar transactions.
  
  ================================================================================
  <PAGE>   2
                                    INTRODUCTION
  
                   This Registration Statement on Form S-8 is filed by Beverly
  Enterprises, Inc., a Delaware corporation (the "Registrant"), relating to
  $14,000,000 of unsecured obligations of the Registrant to pay deferred
  compensation in the future (the "Obligations") and Beverly Enterprises, Inc.
  Common Stock, par value $0.10 per share, issuable in satisfaction of the
  Obligations in accordance with the terms of the Registrant's Executive Deferred
  Compensation Plan (the "Plan").
  
                                       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 that the Company has previously filed
  with the Commission are hereby incorporated by reference into this Registration
  Statement:
  
           1.      The Registrant's latest annual report filed pursuant to
                   Section 13(a)  or 15(d) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act");
  
           2.      All other reports filed by the Registrant pursuant to Section
                   13(a) or 15(d) of the Exchange Act since the end of the fiscal
                   year covered by Registrant's latest annual report referred to
                   in 1. above; and
  
           3.      The description of the Shares set forth in the Company's
                   Registration Statement on Form 8-A, filed with the Commission
                   on August 21, 1990, under which the Company registered the
                   Shares under Section 12(g) of the Securities and Exchange Act
                   of 1934, as amended (the "Exchange Act").
  
                   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.
  
                   The Common Stock of the Registrant is registered under Section
  12 of the Exchange Act.
  
                   $14,000,000 of Plan Obligations are being registered under
  this Registration Statement to be offered to certain eligible employees of the
  Registrant pursuant to the Plan.  The Obligations are general unsecured
  obligations of the Registrant to pay deferred compensation in the future in
  accordance with the terms of the Plan from the general assets of the
  Registrant, and rank pari passu with other unsecured and unsubordinated
  indebtedness of the Registrant from time to time outstanding.
  
                   The amount of compensation deferred by each participant
  ("Participant") in the Plan is determined in accordance with the Plan based
  upon elections by each Participant.  Obligations will consist of an amount
  equal to each Participant's deferral account under the Plan, consisting of
  deferred salary (up to 25% per year) and bonus amounts (up to 100% per year)
  and any appreciation or depreciation in value thereon.  In addition, the
  Registrant shall generally, as of the first day of any month in which the
  Participant is employed and during the preceding month had deferred salary or
  bonus amounts, credit matching contributions to a matching contributions
  account in an amount equal to 25% of the first 6% of salary and bonus actually
  deferred in the preceding month under the Plan by the Participant.  The
  Registrant may also, in its sole discretion, credit supplemental matching
  contributions to a supplemental contributions account in such amounts as the
  Registrant shall determine in its sole discretion.
  
                   The vested accrued balances in a Participant's Account under
  the Plan shall be paid in shares of Common Stock in one lump sum commencing as
  soon as administratively feasible after the month in which termination of
  Participant's employment occurs.  If a Participant's employment ends due to the
  Participant's retirement, however, payment will be made or commence within the
  first 15 days of the following calendar year, in the form of either (i) a
  single lump sum of shares of Common Stock, or (ii) in annual installments, up to
  15 years, of shares of Common Stock, pursuant to a Participant's advance
  written election received at least 24 months prior to such Participant's
  retirement.
  
                   A Participant's Obligations cannot be alienated, sold,
  transferred, assigned, pledged, attached or otherwise encumbered by the
  Participant, and pass only to a survivor beneficiary under the Plan, or by will
  or the laws of descent and distribution, or pursuant to a qualified domestic
  relations order which recognizes the rights of a spouse or former spouse to
  share in such Obligations.
  
                   The Obligations are not subject to redemption, in whole or in
  part, prior to the payout to the Participant.  However, the Registrant reserves
  the right to amend or terminate the Plan at any time, except that no such
  amendment or termination shall adversely affect a Participant's right to
  Obligations in the amount of the Participant's vested Plan Account as of the
  date of such amendment or termination.
  
                   The Obligations are not convertible into any other security of
  the Registrant.  The Obligations will not have the benefit of a negative pledge
  or any other affirmative or negative covenant on the part of the Registrant.
  Except with respect to a so-called "rabbi trust," which the Registrant may
  establish pursuant to the Plan, no trustee will be appointed having the
  authority to take action with respect to the Obligations and each Participant
  will be responsible for acting independently with respect to, among other
  things, the giving of notices, responding to any requests for consents, waivers
  or amendments pertaining to the Obligations, and taking action upon a default.
  
  
  
  
  
                                         3
  <PAGE>   4
  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 13,000 shares of Common Stock and
  options to purchase 15,000 shares of Common Stock.  It is currently anticipated
  that Mr. MacKenzie will 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          Beverly Enterprises, Inc. Executive Deferred Compensation Plan
                        4.2          Beverly Enterprises, Inc. Restated Certificate of Incorporation
                                     (incorporated by reference to Exhibit 4.1 of the Registrant's Current
                                     Report on Form 8-K dated July 31, 1987)
                        4.3          Beverly Enterprises, Inc. Amended Bylaws
                        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
  </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 Registration Statement (or the most recent post-
                   effective amendment thereof) which, individually or in the
                   aggregate, represent a fundamental change in the
  
  
                                         4
  <PAGE>   5
                   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]
  
  
  
  
  
                                         5
  <PAGE>   6
                                     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 24th day
  of January, 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         January 24, 1997
  -----------------------  Executive Officer and Director       
  David R. Banks                                               
                                                               
                                                               
                                                               
  /s/ Boyd W. Hendrickson  President, Chief Operating Officer   January 24, 1997
  -----------------------  and Director                         
  Boyd W. Hendrickson                                          
                                                               
                                                               
                                                               
  /s/ Scott M. Tabakin     Executive Vice President and Chief   January 24, 1997
  -----------------------  Financial Officer                    
  Scott M. Tabakin                                             
                                                               
                                                               
                                                               
                                                               
  /s/ Pamela H. Daniels    Vice President, Controller, and      January 24, 1997
  -----------------------  Chief Accounting Officer             
  Pamela H. Daniels                                            
  </TABLE>                                                     
                                                               
                                                               
                                                               
  
  
                                         6
  <PAGE>   7
  <TABLE>
  <S>                                   <C>                     <C>
  /s/ Beryl F. Anthony, Jr.             Director                January 14, 1997
  --------------------------------                              
  Beryl F. Anthony, Jr.                                         
                                                                
                                                                
                                                                
  /s/ James R. Greene                   Director                January 24, 1997
  --------------------------------                              
  James R. Greene
                                                                
                                                                
                                                                
  /s/ Edith E. Holiday                  Director                January 15, 1997
  --------------------------------                              
  Edith E. Holiday                                              
                                                                
                                                                
                                                                
  /s/ Jon E. M. Jacoby                  Director                January 24, 1997
  --------------------------------                              
  Jon E. M. Jacoby                                              
                                                                
                                                                
                                                                
  /s/ Risa J. Lavizzo-Mourey, M.D.      Director                January 24, 1997
  --------------------------------                              
  Risa J. Lavizzo-Mourey, M.D.                                  
                                                                
                                                                
                                                                
  /s/ Louis W. Menk                     Director                January 14, 1997
  --------------------------------                              
  Louis W. Menk                                                 
                                                                
                                                                
                                                                
  /s/ Marilyn R. Seymann                Director                January 14, 1997
  --------------------------------                              
  Marilyn R. Seymann               
  </TABLE>
  
  
                                         7
  <PAGE>   8
                                   EXHIBIT INDEX
  <TABLE>
  <CAPTION>
     EXHIBIT NO.                    DESCRIPTION
     -----------    --------------------------------------------------------------
         <S>        <C>
         4.1        Beverly Enterprises, Inc. 1996 Executive Deferred 
                    Compensation Plan
         4.2        Beverly Enterprises, Inc. Restated Certificate of 
                    Incorporation (incorporated by reference to Exhibit 4.1 
                    of the Registrant's Current Report on Form 8-K dated 
                    July 31, 1987)
         4.3        Beverly Enterprises, Inc. Amended Bylaws
         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
  </TABLE>
  
  
  
  
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25271}]
metadata_filer: {"company-data": {"conformed-name": "BEVERLY ENTERPRISES INC /DE/", "cik": "0000812305", "assigned-sic": "8051", "irs-number": "954100309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20411", "film-number": "97510772"}, "business-address": {"street1": "1200 S WALDRON RD", "street2": "STE 155", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5014526712"}}
text: 1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
                                                       REGISTRATION NO. 333-
                                                                           ------
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                             BEVERLY ENTERPRISES, INC.
              (Exact Name of Registrant as Specified in Its Charter)
  
        DELAWARE          5111 ROGERS AVENUE, SUITE 40-A           95-4100309
    (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)
                              --------------------
                            BEVERLY ENTERPRISES, INC.
                      EXECUTIVE DEFERRED COMPENSATION 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
  ----------------------------------------------------------------------------------------------------------------------
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM
     TITLE OF SECURITIES          AMOUNT TO BE          OFFERING PRICE            AGGREGATE               AMOUNT OF
       TO BE REGISTERED            REGISTERED            PER SHARE(1)           OFFERING PRICE         REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
  BEVERLY ENTERPRISES,         $14,000,000                100%                 $14,000,000               $4,243
        INC. EXECUTIVE
    DEFERRED COMPENSATION
     PLAN OBLIGATIONS (2)
  ----------------------------------------------------------------------------------------------------------------------
      COMMON STOCK, PAR               (3)                     --                      --                     NONE
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purposes of calculating the registration fee
           pursuant to Rule 457(o).
  
  (2)      The Beverly Enterprises, Inc. Executive Deferred Compensation Plan
           Obligations are unsecured obligations of Beverly Enterprises, Inc. to
           pay deferred compensation in the future in accordance with the terms
           of the Beverly Enterprises, Inc. Executive Deferred Compensation
           Plan.
  
  (3)      Pursuant to Rule 457(i), such indeterminate number of shares of Common
           Stock as may be issuable upon payment of the Beverly Enterprises, Inc.
           Executive Deferred Compensation Plan Obligations, including such
           additional shares as may be issuable as a result of stock splits,
           stock dividends or similar transactions.
  
  ================================================================================
  2
                                    INTRODUCTION
  
                   This Registration Statement on Form S-8 is filed by Beverly
  Enterprises, Inc., a Delaware corporation (the "Registrant"), relating to
  $14,000,000 of unsecured obligations of the Registrant to pay deferred
  compensation in the future (the "Obligations") and Beverly Enterprises, Inc.
  Common Stock, par value $0.10 per share, issuable in satisfaction of the
  Obligations in accordance with the terms of the Registrant's Executive Deferred
  Compensation Plan (the "Plan").
  
                                       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 that the Company has previously filed
  with the Commission are hereby incorporated by reference into this Registration
  Statement:
  
           1.      The Registrant's latest annual report filed pursuant to
                   Section 13(a)  or 15(d) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act");
  
           2.      All other reports filed by the Registrant pursuant to Section
                   13(a) or 15(d) of the Exchange Act since the end of the fiscal
                   year covered by Registrant's latest annual report referred to
                   in 1. above; and
  
           3.      The description of the Shares set forth in the Company's
                   Registration Statement on Form 8-A, filed with the Commission
                   on August 21, 1990, under which the Company registered the
                   Shares under Section 12(g) of the Securities and Exchange Act
                   of 1934, as amended (the "Exchange Act").
  
                   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.
  
                   The Common Stock of the Registrant is registered under Section
  12 of the Exchange Act.
  
                   $14,000,000 of Plan Obligations are being registered under
  this Registration Statement to be offered to certain eligible employees of the
  Registrant pursuant to the Plan.  The Obligations are general unsecured
  obligations of the Registrant to pay deferred compensation in the future in
  accordance with the terms of the Plan from the general assets of the
  Registrant, and rank pari passu with other unsecured and unsubordinated
  indebtedness of the Registrant from time to time outstanding.
  
                   The amount of compensation deferred by each participant
  ("Participant") in the Plan is determined in accordance with the Plan based
  upon elections by each Participant.  Obligations will consist of an amount
  equal to each Participant's deferral account under the Plan, consisting of
  deferred salary (up to 25% per year) and bonus amounts (up to 100% per year)
  and any appreciation or depreciation in value thereon.  In addition, the
  Registrant shall generally, as of the first day of any month in which the
  Participant is employed and during the preceding month had deferred salary or
  bonus amounts, credit matching contributions to a matching contributions
  account in an amount equal to 25% of the first 6% of salary and bonus actually
  deferred in the preceding month under the Plan by the Participant.  The
  Registrant may also, in its sole discretion, credit supplemental matching
  contributions to a supplemental contributions account in such amounts as the
  Registrant shall determine in its sole discretion.
  
                   The vested accrued balances in a Participant's Account under
  the Plan shall be paid in shares of Common Stock in one lump sum commencing as
  soon as administratively feasible after the month in which termination of
  Participant's employment occurs.  If a Participant's employment ends due to the
  Participant's retirement, however, payment will be made or commence within the
  first 15 days of the following calendar year, in the form of either (i) a
  single lump sum of shares of Common Stock, or (ii) in annual installments, up to
  15 years, of shares of Common Stock, pursuant to a Participant's advance
  written election received at least 24 months prior to such Participant's
  retirement.
  
                   A Participant's Obligations cannot be alienated, sold,
  transferred, assigned, pledged, attached or otherwise encumbered by the
  Participant, and pass only to a survivor beneficiary under the Plan, or by will
  or the laws of descent and distribution, or pursuant to a qualified domestic
  relations order which recognizes the rights of a spouse or former spouse to
  share in such Obligations.
  
                   The Obligations are not subject to redemption, in whole or in
  part, prior to the payout to the Participant.  However, the Registrant reserves
  the right to amend or terminate the Plan at any time, except that no such
  amendment or termination shall adversely affect a Participant's right to
  Obligations in the amount of the Participant's vested Plan Account as of the
  date of such amendment or termination.
  
                   The Obligations are not convertible into any other security of
  the Registrant.  The Obligations will not have the benefit of a negative pledge
  or any other affirmative or negative covenant on the part of the Registrant.
  Except with respect to a so-called "rabbi trust," which the Registrant may
  establish pursuant to the Plan, no trustee will be appointed having the
  authority to take action with respect to the Obligations and each Participant
  will be responsible for acting independently with respect to, among other
  things, the giving of notices, responding to any requests for consents, waivers
  or amendments pertaining to the Obligations, and taking action upon a default.
  
                                         3
  4
  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 13,000 shares of Common Stock and
  options to purchase 15,000 shares of Common Stock.  It is currently anticipated
  that Mr. MacKenzie will 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          Beverly Enterprises, Inc. Executive Deferred Compensation Plan
                        4.2          Beverly Enterprises, Inc. Restated Certificate of Incorporation
                                     (incorporated by reference to Exhibit 4.1 of the Registrant's Current
                                     Report on Form 8-K dated July 31, 1987)
                        4.3          Beverly Enterprises, Inc. Amended Bylaws
                        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
  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 Registration Statement (or the most recent post-
                   effective amendment thereof) which, individually or in the
                   aggregate, represent a fundamental change in the
  
                                         4
  5
                   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]
  
                                         5
  6
                                     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 24th day
  of January, 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         January 24, 1997
  -----------------------  Executive Officer and Director       
  David R. Banks                                               
                                                               
                                                               
                                                               
  /s/ Boyd W. Hendrickson  President, Chief Operating Officer   January 24, 1997
  -----------------------  and Director                         
  Boyd W. Hendrickson                                          
                                                               
                                                               
                                                               
  /s/ Scott M. Tabakin     Executive Vice President and Chief   January 24, 1997
  -----------------------  Financial Officer                    
  Scott M. Tabakin                                             
                                                               
                                                               
                                                               
                                                               
  /s/ Pamela H. Daniels    Vice President, Controller, and      January 24, 1997
  -----------------------  Chief Accounting Officer             
  Pamela H. Daniels
  6
  7
  /s/ Beryl F. Anthony, Jr.             Director                January 14, 1997
  --------------------------------                              
  Beryl F. Anthony, Jr.                                         
                                                                
                                                                
                                                                
  /s/ James R. Greene                   Director                January 24, 1997
  --------------------------------                              
  James R. Greene
                                                                
                                                                
                                                                
  /s/ Edith E. Holiday                  Director                January 15, 1997
  --------------------------------                              
  Edith E. Holiday                                              
                                                                
                                                                
                                                                
  /s/ Jon E. M. Jacoby                  Director                January 24, 1997
  --------------------------------                              
  Jon E. M. Jacoby                                              
                                                                
                                                                
                                                                
  /s/ Risa J. Lavizzo-Mourey, M.D.      Director                January 24, 1997
  --------------------------------                              
  Risa J. Lavizzo-Mourey, M.D.                                  
                                                                
                                                                
                                                                
  /s/ Louis W. Menk                     Director                January 14, 1997
  --------------------------------                              
  Louis W. Menk                                                 
                                                                
                                                                
                                                                
  /s/ Marilyn R. Seymann                Director                January 14, 1997
  --------------------------------                              
  Marilyn R. Seymann
  7
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                                   EXHIBIT INDEX
  EXHIBIT NO.                    DESCRIPTION
     -----------    --------------------------------------------------------------
  4.1        Beverly Enterprises, Inc. 1996 Executive Deferred 
                    Compensation Plan
         4.2        Beverly Enterprises, Inc. Restated Certificate of 
                    Incorporation (incorporated by reference to Exhibit 4.1 
                    of the Registrant's Current Report on Form 8-K dated 
                    July 31, 1987)
         4.3        Beverly Enterprises, Inc. Amended Bylaws
         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
  8