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 Jurisdiction of                  FORT SMITH, ARKANSAS  72919                     (I.R.S. Employer
   Incorporation or Organization)                                                                 Identification No.)
  </TABLE>
            (Address of Principal Executive Offices Including Zip Code)
              ________________________________________________________
  
                             NEW BEVERLY HOLDINGS, INC.
                           1997 LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
              ________________________________________________________
  
                               ROBERT W. POMMERVILLE
                             EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL & SECRETARY
                             BEVERLY ENTERPRISES, INC.
                           5111 ROGERS AVENUE, SUITE 40-A
                            FORT SMITH, ARKANSAS  72919
                      (Name and Address of Agent For Service)
              ________________________________________________________
  
                                   (501) 452-6712
           (Telephone Number, Including Area Code, of Agent For Service)
              ________________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
     TITLE OF SECURITIES          AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED            REGISTERED           OFFERING PRICE            AGGREGATE            REGISTRATION FEE
                                                           PER SHARE            OFFERING PRICE
     <S>                         <C>                       <C>                   <C>                       <C>
      COMMON STOCK, PAR          10,000,000(1)             $12.44(2)             $124,400,000              $36,698
     VALUE $.10 PER SHARE
  </TABLE>
  
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended (the "Securities Act") this Registration Statement on Form S-8 (this
  "Registration Statement") also covers an indeterminate amount of interests to
  be offered or sold pursuant to the employee benefit plan described in this
  Registration Statement. (3)
  
  (1)  This Registration Statement registers the issuance or transfer of:  (i)
       10,000,000 shares of common stock, par value $.10 per share (the
       "Shares"), of Beverly Enterprises, Inc., a Delaware corporation (the
       "Company"), presently reserved for issuance under the New Beverly
       Holdings, Inc. 1997 Long-Term Incentive Plan (the "Plan"), (ii) additional
       Shares that become available under the Plan in connection with certain
       changes in the number of outstanding Shares because of events such as
       recapitalizations, stock dividends, and stock splits, and (iii) any other
       securities with respect to which the outstanding Shares are converted or
       exchanged.
  
  (2)  Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
       the Company has determined the proposed maximum offering price per Share
       to be $12.44.  This price is the average of the high and low prices for a
       Share on December 4, 1992, a date within five business days before the
       filing of this Registration Statement.  Pursuant to Paragraph (h) of Rule
       457, the Company does not owe a separate registration fee with respect to
       the Plan interests.
  
  (3)  These Plan interests may include awards of restricted stock, incentive
       stock options, non-qualified stock options, performance shares,
       performance units, or other stock unit awards.
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                   The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S- 8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents previously filed with the Commission
  are hereby incorporated by reference into this Registration Statement:
  
           1.      The Company's Registration Statement on Form S-1, filed with
                   the Commission on June 4, 1997, as amended, under which the
                   Company registered Common Stock under the Securities Act of
                   1933, as amended.
  
           2.      The description of the Shares set forth in the Company's
                   Registration Statement on Form 8-A, filed with the Commission
                   on October 15, 1997, under which the Company registered the
                   Shares under Section 12(g) of the Securities and Exchange Act
                   of 1934, as amended (the "Exchange Act").
  
           3.      The Company's report on Form 10-Q for the quarter ended
                   September 30, 1997.
  
           4.      The Annual Report on Form 10-K for the year ended December 31,
                   1996, the report on Form 10-Q for the quarter ended March 31,
                   1997, the report on Form 10-Q for the quarter ended June 30,
                   1997, the report on Form 10-Q for the quarter ended September
                   30, 1997 and the current report on Form 8-K dated April 15,
                   1997, each filed by Beverly Enterprises, Inc., a Delaware
                   corporation and predecessor of the Company ("Old Beverly").
                   The Company is incorporating by reference the documents listed
                   in this Item 4 because the Company succeeded to all of the
                   business of Old Beverly, other than its institutional and mail
                   service pharmacy business.
  
                   All reports and other documents that the Company subsequently
  files with the Securities and Exchange Commission (the "Commission") pursuant
  to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
  
  
                                         2
  <PAGE>   3
  ITEM 4.          DESCRIPTION OF SECURITIES.
  
                   Inapplicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   The validity of the Common Stock has been passed upon for the
  Registrant by John W. MacKenzie, its Deputy General Counsel and Assistant
  Secretary.  Mr. MacKenzie owns approximately 29,758 shares of Common Stock and
  options to purchase a number of shares of Common Stock equivalent to those
  Options previously held  by Mr. MacKenzie to purchase 23,000 shares of the
  former Beverly Enterprises, Inc. Common Stock, as adjusted pursuant to the
  terms of the Employee Benefit Matters Agreement relating to the Distribution
  and Merger, as defined and as described in the Proxy Statement issued by the
  former Beverly Enterprises, Inc. dated October 20, 1997.  It is currently
  anticipated that Mr.  MacKenzie will 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. 1997 Long-Term Incentive 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
  
  
  
                                        3
  <PAGE>   4
                   Registration Statement (or the most recent post-effective
                   amendment thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set forth in
                   the Registration Statement, and (iii) to include any material
                   information with respect to the plan of distribution not
                   previously disclosed in the Registration Statement or any
                   material change to such information in the Registration
                   Statement, provided, however, that clauses (i) and (ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those clauses is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Registrant pursuant to Section 13 or 15(d) of the Exchange
                   Act that are incorporated by reference in the Registration
                   Statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                            (3)     To remove from registration by means of a
                   post-effective amendment any of the securities being
                   registered which remain unsold at the termination of the
                   offering.
  
                   B.       FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
  DOCUMENTS BY REFERENCE.  The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
                   C.       REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING
  OF REGISTRATION STATEMENT ON FORM S-8.  Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the Registrant pursuant to the foregoing
  provisions, or otherwise, the Registrant has been advised that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
  
  
  
                                        4
  <PAGE>   5
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Fort Smith, State of Arkansas, on this 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>
  
  
                                        5
  <PAGE>   6
  <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>
  
  
                                        6
  <PAGE>   7
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
     EXHIBIT NO.                                     DESCRIPTION                                      PAGE NO.
         <S>       <C>
         4.1       Beverly Enterprises, Inc. 1997 Long-Term Incentive 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": 20186}]
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": "333-41669", "film-number": "97733544"}, "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 Jurisdiction of                  FORT SMITH, ARKANSAS  72919                     (I.R.S. Employer
   Incorporation or Organization)                                                                 Identification No.)
  (Address of Principal Executive Offices Including Zip Code)
              ________________________________________________________
  
                             NEW BEVERLY HOLDINGS, INC.
                           1997 LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
              ________________________________________________________
  
                               ROBERT W. POMMERVILLE
                             EXECUTIVE VICE PRESIDENT,
                            GENERAL COUNSEL & SECRETARY
                             BEVERLY ENTERPRISES, INC.
                           5111 ROGERS AVENUE, SUITE 40-A
                            FORT SMITH, ARKANSAS  72919
                      (Name and Address of Agent For Service)
              ________________________________________________________
  
                                   (501) 452-6712
           (Telephone Number, Including Area Code, of Agent For Service)
              ________________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  TITLE OF SECURITIES          AMOUNT TO BE         PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED            REGISTERED           OFFERING PRICE            AGGREGATE            REGISTRATION FEE
                                                           PER SHARE            OFFERING PRICE
  COMMON STOCK, PAR          10,000,000(1)             $12.44(2)             $124,400,000              $36,698
     VALUE $.10 PER SHARE
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended (the "Securities Act") this Registration Statement on Form S-8 (this
  "Registration Statement") also covers an indeterminate amount of interests to
  be offered or sold pursuant to the employee benefit plan described in this
  Registration Statement. (3)
  
  (1)  This Registration Statement registers the issuance or transfer of:  (i)
       10,000,000 shares of common stock, par value $.10 per share (the
       "Shares"), of Beverly Enterprises, Inc., a Delaware corporation (the
       "Company"), presently reserved for issuance under the New Beverly
       Holdings, Inc. 1997 Long-Term Incentive Plan (the "Plan"), (ii) additional
       Shares that become available under the Plan in connection with certain
       changes in the number of outstanding Shares because of events such as
       recapitalizations, stock dividends, and stock splits, and (iii) any other
       securities with respect to which the outstanding Shares are converted or
       exchanged.
  
  (2)  Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
       the Company has determined the proposed maximum offering price per Share
       to be $12.44.  This price is the average of the high and low prices for a
       Share on December 4, 1992, a date within five business days before the
       filing of this Registration Statement.  Pursuant to Paragraph (h) of Rule
       457, the Company does not owe a separate registration fee with respect to
       the Plan interests.
  
  (3)  These Plan interests may include awards of restricted stock, incentive
       stock options, non-qualified stock options, performance shares,
       performance units, or other stock unit awards.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                   The information requested in Part I of this Registration
  Statement is included in the prospectus for the Plan, which the Company has
  excluded from this Registration Statement in accordance with the instructions
  to Form S- 8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents previously filed with the Commission
  are hereby incorporated by reference into this Registration Statement:
  
           1.      The Company's Registration Statement on Form S-1, filed with
                   the Commission on June 4, 1997, as amended, under which the
                   Company registered Common Stock under the Securities Act of
                   1933, as amended.
  
           2.      The description of the Shares set forth in the Company's
                   Registration Statement on Form 8-A, filed with the Commission
                   on October 15, 1997, under which the Company registered the
                   Shares under Section 12(g) of the Securities and Exchange Act
                   of 1934, as amended (the "Exchange Act").
  
           3.      The Company's report on Form 10-Q for the quarter ended
                   September 30, 1997.
  
           4.      The Annual Report on Form 10-K for the year ended December 31,
                   1996, the report on Form 10-Q for the quarter ended March 31,
                   1997, the report on Form 10-Q for the quarter ended June 30,
                   1997, the report on Form 10-Q for the quarter ended September
                   30, 1997 and the current report on Form 8-K dated April 15,
                   1997, each filed by Beverly Enterprises, Inc., a Delaware
                   corporation and predecessor of the Company ("Old Beverly").
                   The Company is incorporating by reference the documents listed
                   in this Item 4 because the Company succeeded to all of the
                   business of Old Beverly, other than its institutional and mail
                   service pharmacy business.
  
                   All reports and other documents that the Company subsequently
  files with the Securities and Exchange Commission (the "Commission") pursuant
  to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
                                         2
  3
  ITEM 4.          DESCRIPTION OF SECURITIES.
  
                   Inapplicable.
  
  ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                   The validity of the Common Stock has been passed upon for the
  Registrant by John W. MacKenzie, its Deputy General Counsel and Assistant
  Secretary.  Mr. MacKenzie owns approximately 29,758 shares of Common Stock and
  options to purchase a number of shares of Common Stock equivalent to those
  Options previously held  by Mr. MacKenzie to purchase 23,000 shares of the
  former Beverly Enterprises, Inc. Common Stock, as adjusted pursuant to the
  terms of the Employee Benefit Matters Agreement relating to the Distribution
  and Merger, as defined and as described in the Proxy Statement issued by the
  former Beverly Enterprises, Inc. dated October 20, 1997.  It is currently
  anticipated that Mr.  MacKenzie will 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. 1997 Long-Term Incentive 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
  
                                        3
  4
                   Registration Statement (or the most recent post-effective
                   amendment thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set forth in
                   the Registration Statement, and (iii) to include any material
                   information with respect to the plan of distribution not
                   previously disclosed in the Registration Statement or any
                   material change to such information in the Registration
                   Statement, provided, however, that clauses (i) and (ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those clauses is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Registrant pursuant to Section 13 or 15(d) of the Exchange
                   Act that are incorporated by reference in the Registration
                   Statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                            (3)     To remove from registration by means of a
                   post-effective amendment any of the securities being
                   registered which remain unsold at the termination of the
                   offering.
  
                   B.       FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
  DOCUMENTS BY REFERENCE.  The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
  the Exchange Act that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
                   C.       REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING
  OF REGISTRATION STATEMENT ON FORM S-8.  Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the Registrant pursuant to the foregoing
  provisions, or otherwise, the Registrant has been advised that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                           [SIGNATURES ON THE NEXT PAGE]
  
                                        4
  5
                                     SIGNATURES
  
                   Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Fort Smith, State of Arkansas, on this 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
  5
  6
  /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
  6
  7
                                   EXHIBIT INDEX
  EXHIBIT NO.                                     DESCRIPTION                                      PAGE NO.
  4.1       Beverly Enterprises, Inc. 1997 Long-Term Incentive 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