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)
  
                              --------------------
  
                             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               $4,130
        INC. EXECUTIVE
    DEFERRED COMPENSATION
     PLAN OBLIGATIONS (2)
  ---------------------------------------------------------------------------------------------------------------------
     BEVERLY ENTERPRISES,             (3)                     --                      --                     NONE
    INC. COMMON STOCK, PAR
     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. (formerly "New Beverly Holdings, 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 ("Common
  Stock"), 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 required 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.
  
           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
  
  
  
  
  
                                         2
  <PAGE>   3
  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.
  
  
  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.  With the
  consent of the Committee, those Participants who elect to receive their
  interest in installments may receive payment in cash.  Furthermore, to the
  extent a Participant maintained a balance in the Plan as of the closing date of
  the Transaction as described in the proxy statement issued by Beverly
  Enterprises, Inc. dated October 20, 1997, payment of his Accounts will also be
  partially in the form of shares of Common Stock, par value $.01 per share, of
  Capstone Pharmacy Services, Inc., a Delaware corporation.
  
           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
  
  
  
  
  
                                         3
  <PAGE>   4
  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.
  
  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  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.
  
  
  
  
  
                                         4
  <PAGE>   5
  ITEM 8.          EXHIBITS.
  
  <TABLE>
  <CAPTION>
                   EXHIBIT NO.                     DESCRIPTION
                   -----------                     -----------
                   <S>               <C>
                        4.1          Beverly Enterprises, Inc. Executive Deferred Compensation 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
  </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
                   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
  
  
  
  
  
                                         5
  <PAGE>   6
  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]
  
  
  
  
  
                                         6
  <PAGE>   7
                                     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 5th 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 5, 1997
  ------------------------------------------    Executive Officer and Director
  David R. Banks                                
  
  /s/  Boyd W. Hendrickson                      President, Chief Operating Officer          December 5, 1997
  ------------------------------------------    and Director
  Boyd W. Hendrickson                           
  
  /s/  Scott M. Tabakin                         Executive Vice President and Chief          December 5, 1997
  ------------------------------------------    Financial Officer
  Scott M. Tabakin                              
  
  /s/  Pamela H. Daniels                        Vice President, Controller, and             December 5, 1997
  ------------------------------------------    Chief Accounting Officer
  Pamela H. Daniels                             
  
  </TABLE>
  
  
  
  
                                         7
  <PAGE>   8
  <TABLE>
  <S>                                           <C>                                         <C>
  /s/  Beryl F. Anthony, Jr.                    Director                                    December 5, 1997
  ------------------------------------------                                                                
  Beryl F. Anthony, Jr.
  
  
  
  /s/  James R. Greene                          Director                                    December 5, 1997
  ------------------------------------------                                                                
  James R. Greene
  
  
  
  /s/  Edith E. Holiday                         Director                                    December 5, 1997
  ------------------------------------------                                                                
  Edith E. Holiday
  
  
  
  /s/  Jon E. M. Jacoby                         Director                                    December 5, 1997
  ------------------------------------------                                                                
  Jon E. M. Jacoby
  
  
  
  /s/  Risa J. Lavizzo-Mourey, M.D.             Director                                    December 5, 1997
  ------------------------------------------
  Risa J. Lavizzo-Mourey, M.D.
  
  
  
  /s/  Louis W. Menk                            Director                                    December 5, 1997
  ------------------------------------------                                                                
  Louis W. Menk
  
  
  
  /s/  Marilyn R. Seymann                        Director                                    December 5, 1997
  -------------------------------------------                                                                
  Marilyn R. Seymann
  
  </TABLE>
  
  
  
  
                                         8
  <PAGE>   9
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
                  EXHIBIT NO.                                     DESCRIPTION
                     <S>         <C>
                      4.1        Beverly Enterprises, Inc. Executive Deferred Compensation 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
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24697}]
metadata_filer: {"company-data": {"conformed-name": "NEW BEVERLY HOLDINGS INC", "cik": "0001040441", "assigned-sic": "8051", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41673", "film-number": "97733547"}, "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"}}
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)
  
                              --------------------
  
                             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               $4,130
        INC. EXECUTIVE
    DEFERRED COMPENSATION
     PLAN OBLIGATIONS (2)
  ---------------------------------------------------------------------------------------------------------------------
     BEVERLY ENTERPRISES,             (3)                     --                      --                     NONE
    INC. COMMON STOCK, PAR
     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. (formerly "New Beverly Holdings, 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 ("Common
  Stock"), 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 required 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.
  
           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
  
                                         2
  3
  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.
  
  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.  With the
  consent of the Committee, those Participants who elect to receive their
  interest in installments may receive payment in cash.  Furthermore, to the
  extent a Participant maintained a balance in the Plan as of the closing date of
  the Transaction as described in the proxy statement issued by Beverly
  Enterprises, Inc. dated October 20, 1997, payment of his Accounts will also be
  partially in the form of shares of Common Stock, par value $.01 per share, of
  Capstone Pharmacy Services, Inc., a Delaware corporation.
  
           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
  
                                         3
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  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.
  
  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  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.
  
                                         4
  5
  ITEM 8.          EXHIBITS.
  EXHIBIT NO.                     DESCRIPTION
                   -----------                     -----------
  4.1          Beverly Enterprises, Inc. Executive Deferred Compensation 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
  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
                   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
  
                                         5
  6
  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]
  
                                         6
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                                     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 5th 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 5, 1997
  ------------------------------------------    Executive Officer and Director
  David R. Banks                                
  
  /s/  Boyd W. Hendrickson                      President, Chief Operating Officer          December 5, 1997
  ------------------------------------------    and Director
  Boyd W. Hendrickson                           
  
  /s/  Scott M. Tabakin                         Executive Vice President and Chief          December 5, 1997
  ------------------------------------------    Financial Officer
  Scott M. Tabakin                              
  
  /s/  Pamela H. Daniels                        Vice President, Controller, and             December 5, 1997
  ------------------------------------------    Chief Accounting Officer
  Pamela H. Daniels
  7
  8
  /s/  Beryl F. Anthony, Jr.                    Director                                    December 5, 1997
  ------------------------------------------                                                                
  Beryl F. Anthony, Jr.
  
  /s/  James R. Greene                          Director                                    December 5, 1997
  ------------------------------------------                                                                
  James R. Greene
  
  /s/  Edith E. Holiday                         Director                                    December 5, 1997
  ------------------------------------------                                                                
  Edith E. Holiday
  
  /s/  Jon E. M. Jacoby                         Director                                    December 5, 1997
  ------------------------------------------                                                                
  Jon E. M. Jacoby
  
  /s/  Risa J. Lavizzo-Mourey, M.D.             Director                                    December 5, 1997
  ------------------------------------------
  Risa J. Lavizzo-Mourey, M.D.
  
  /s/  Louis W. Menk                            Director                                    December 5, 1997
  ------------------------------------------                                                                
  Louis W. Menk
  
  /s/  Marilyn R. Seymann                        Director                                    December 5, 1997
  -------------------------------------------                                                                
  Marilyn R. Seymann
  8
  9
                                   EXHIBIT INDEX
  EXHIBIT NO.                                     DESCRIPTION
  4.1        Beverly Enterprises, Inc. Executive Deferred Compensation 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