content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                              -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                             BEVERLY ENTERPRISES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
  <S>                                   <C>                                  <C>
             DELAWARE                   5111 ROGERS AVENUE, SUITE 40-A          95-4100309
  (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)
  
                              -----------------------
  
                             BEVERLY ENTERPRISES, INC.
                           1996 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>
  - ------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum       Proposed Maximum
   Title of Securities         Amount to be           Offering Price           Aggregate                Amount of
    to be Registered            Registered              Per Share            Offering Price         Registration Fee
  - ------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                      <C>                    <C>                       <C>
    Common Stock, par          4,000,000(1)             $12.13(2)              $48,520,000               $16,732
    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) 
       4,000,000 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 Beverly Enterprises, Inc. 1996
       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 such things 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 $12.13.  This price is the average of the high and low prices for a
       Share on June 19, 1996, 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 that the Company has previously filed with the
  Commission are hereby incorporated by reference into this Registration
  Statement:
  
      1.   The Company's Annual Report on Form 10-K for the year ended December
           31, 1995.
  
      2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1996.
  
      3.   The Proxy Statement dated May 2, 1996 (except for the information
           under the captions "Compensation Committee Report on Executive
           Compensation" and "Performance Graph").
  
      4.   The description of the Shares set forth in the Company's Registration
           Statement on Form 8-A, filed with the Commission on August 21, 1990,
           under which the Company registered the Shares under Section 12(g) of
           the Securities and Exchange Act of 1934, as amended (the "Exchange
           Act").
  
           All reports and other documents that the Company subsequently files
  with the Securities and Exchange Commission (the "Commission") pursuant to
  Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of
  a post- effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
  
  
  
  
                                        2
  <PAGE>   3
  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. 1996 Long-Term Incentive Plan 
  
               5.1       Opinion of Gibson, Dunn & Crutcher LLP                  
  
               23.1      Consent of Gibson, Dunn & Crutcher LLP                  
                                                                                 
               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
  <PAGE>   4
                   (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 13th day of
  June, 1996.
  
  
                                  BEVERLY ENTERPRISES, INC.
  
  
                                  By:  /s/  DAVID R. BANKS
                                     ---------------------------------------------
                                     Name:    David R. Banks
                                     Title:   Chairman of the Board,
                                              Chief Executive Officer and Director
  
  
          Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <TABLE>
  <CAPTION>
       NAME AND SIGNATURE                                     TITLE                                   DATE
       ------------------                                     -----                                   ----
  <S>                                            <C>                                              <C>              
  /s/ DAVID R. BANKS                             Chairman of the Board, Chief Executive           June 13, 1996 
  - --------------------------------               Officer and Director                            
  David R. Banks                                                                                                              
                                                                                                                    
                                                                                                                    
  /s/ BOYD H. HENDRICKSON                        President, Chief Operating Officer and           June 13, 1996 
  - --------------------------------               Director                                                
  Boyd W. Hendrickson                                                                                               
                                                                                                                    
                                                                                                                    
  /s/ SCOTT M. TABAKIN                           Senior Vice President, Controller,               June 13, 1996 
  - --------------------------------               Chief Accounting Officer, and Acting                   
  Scott M. Tabakin                               Chief Financial Officer                                            
                                                                                                                    
                                                                                                                    
  /s/ BERYL F. ANTHONY, JR.                      Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Beryl F. Anthony, Jr.                                                                                             
                                                                                                                    
                                                                                                                    
  /s/ JAMES R. GREENE                            Director                                         June 13, 1996 
  - --------------------------------                                                                       
  James R. Greene                                                                                                   
                                                                                                                    
                                                                                                                    
  /s/ EDITH E. HOLIDAY                           Director                                         June 13, 1996 
  - --------------------------------                                                                      
  Edith E. Holiday                                                                                                  
  </TABLE>   
             
             
             
             
             
                                        5
  <PAGE>   6
  <TABLE>    
  <S>                                            <C>                                              <C>              
  /s/ JON E. M. JACOBY                           Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Jon E. M. Jacoby                                                                                                 
                                                                                                                   
                                                                                                                   
  /s/ RISA J. LAVIZZO-MOUREY, M.D.               Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Risa J. Lavizzo-Mourey, M.D.                                                                                     
                                                                                                                   
  /s/ LOUIS W. MENK                              Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Louis W. Menk                                                                                                    
                                                                                                                   
                                                                                                                   
  /s/ MARILYN R. SEYMANN                         Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Marilyn R. Seymann                
  </TABLE>                          
  
  
  
  
                                        6
  <PAGE>   7
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
     EXHIBIT NO.                        DESCRIPTION                                                  PAGE NO.
     -----------                        -----------                                                  --------
         <S>       <C>                                                                                 <C>
         4.1       Beverly Enterprises, Inc. 1996 Long-Term Incentive Plan..........................    8
  
         5.1       Opinion of Gibson, Dunn & Crutcher LLP...........................................    23
                                                                                                      
         23.1      Consent of Gibson, Dunn & Crutcher LLP (included in                                     
                   Exhibit 5.1).....................................................................    N/A
                                                                                                    
         23.2      Consent of Ernst & Young LLP.....................................................    26
  </TABLE>
  
  
  
  
  
                                        7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20785}]
metadata_filer: {"company-data": {"conformed-name": "BEVERLY ENTERPRISES INC /DE/", "cik": "0000812305", "assigned-sic": "8051", "irs-number": "954100309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06549", "film-number": "96583978"}, "business-address": {"street1": "1200 S WALDRON RD", "street2": "STE 155", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5014526712"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                              -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                             BEVERLY ENTERPRISES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  DELAWARE                   5111 ROGERS AVENUE, SUITE 40-A          95-4100309
  (State or Other Jurisdiction of       FORT SMITH, ARKANSAS  72919           (I.R.S. Employer
  Incorporation or Organization)                                             Identification No.)
  (Address of Principal Executive Offices Including Zip Code)
  
                              -----------------------
  
                             BEVERLY ENTERPRISES, INC.
                           1996 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
  - ------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum       Proposed Maximum
   Title of Securities         Amount to be           Offering Price           Aggregate                Amount of
    to be Registered            Registered              Per Share            Offering Price         Registration Fee
  - ------------------------------------------------------------------------------------------------------------------
  Common Stock, par          4,000,000(1)             $12.13(2)              $48,520,000               $16,732
    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) 
       4,000,000 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 Beverly Enterprises, Inc. 1996
       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 such things 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 $12.13.  This price is the average of the high and low prices for a
       Share on June 19, 1996, 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 that the Company has previously filed with the
  Commission are hereby incorporated by reference into this Registration
  Statement:
  
      1.   The Company's Annual Report on Form 10-K for the year ended December
           31, 1995.
  
      2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1996.
  
      3.   The Proxy Statement dated May 2, 1996 (except for the information
           under the captions "Compensation Committee Report on Executive
           Compensation" and "Performance Graph").
  
      4.   The description of the Shares set forth in the Company's Registration
           Statement on Form 8-A, filed with the Commission on August 21, 1990,
           under which the Company registered the Shares under Section 12(g) of
           the Securities and Exchange Act of 1934, as amended (the "Exchange
           Act").
  
           All reports and other documents that the Company subsequently files
  with the Securities and Exchange Commission (the "Commission") pursuant to
  Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of
  a post- effective amendment indicating that the Company has sold all of the
  securities offered under this Registration Statement or that deregisters the
  distribution of all such securities then remaining unsold, shall be deemed to
  be incorporated by reference into this Registration Statement from the date
  that the Company files such report or document.  Any statement contained in
  this Registration Statement or any report or document incorporated into this
  Registration Statement by reference, however, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained in a subsequently dated report or document that is also
  considered part of this Registration Statement, or in any amendment to this
  Registration Statement, is inconsistent with such prior statement.  The
  Company's file number with the Commission is 1-9550.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
                                        2
  3
  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. 1996 Long-Term Incentive Plan 
  
               5.1       Opinion of Gibson, Dunn & Crutcher LLP                  
  
               23.1      Consent of Gibson, Dunn & Crutcher LLP                  
                                                                                 
               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
  4
                   (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 13th day of
  June, 1996.
  
                                  BEVERLY ENTERPRISES, INC.
  
                                  By:  /s/  DAVID R. BANKS
                                     ---------------------------------------------
                                     Name:    David R. Banks
                                     Title:   Chairman of the Board,
                                              Chief Executive Officer and Director
  
          Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  NAME AND SIGNATURE                                     TITLE                                   DATE
       ------------------                                     -----                                   ----
  /s/ DAVID R. BANKS                             Chairman of the Board, Chief Executive           June 13, 1996 
  - --------------------------------               Officer and Director                            
  David R. Banks                                                                                                              
                                                                                                                    
                                                                                                                    
  /s/ BOYD H. HENDRICKSON                        President, Chief Operating Officer and           June 13, 1996 
  - --------------------------------               Director                                                
  Boyd W. Hendrickson                                                                                               
                                                                                                                    
                                                                                                                    
  /s/ SCOTT M. TABAKIN                           Senior Vice President, Controller,               June 13, 1996 
  - --------------------------------               Chief Accounting Officer, and Acting                   
  Scott M. Tabakin                               Chief Financial Officer                                            
                                                                                                                    
                                                                                                                    
  /s/ BERYL F. ANTHONY, JR.                      Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Beryl F. Anthony, Jr.                                                                                             
                                                                                                                    
                                                                                                                    
  /s/ JAMES R. GREENE                            Director                                         June 13, 1996 
  - --------------------------------                                                                       
  James R. Greene                                                                                                   
                                                                                                                    
                                                                                                                    
  /s/ EDITH E. HOLIDAY                           Director                                         June 13, 1996 
  - --------------------------------                                                                      
  Edith E. Holiday
  5
  6
  /s/ JON E. M. JACOBY                           Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Jon E. M. Jacoby                                                                                                 
                                                                                                                   
                                                                                                                   
  /s/ RISA J. LAVIZZO-MOUREY, M.D.               Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Risa J. Lavizzo-Mourey, M.D.                                                                                     
                                                                                                                   
  /s/ LOUIS W. MENK                              Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Louis W. Menk                                                                                                    
                                                                                                                   
                                                                                                                   
  /s/ MARILYN R. SEYMANN                         Director                                         June 13, 1996 
  - --------------------------------                                                                       
  Marilyn R. Seymann
  6
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                                   EXHIBIT INDEX
  EXHIBIT NO.                        DESCRIPTION                                                  PAGE NO.
     -----------                        -----------                                                  --------
  4.1       Beverly Enterprises, Inc. 1996 Long-Term Incentive Plan..........................    8
  
         5.1       Opinion of Gibson, Dunn & Crutcher LLP...........................................    23
                                                                                                      
         23.1      Consent of Gibson, Dunn & Crutcher LLP (included in                                     
                   Exhibit 5.1).....................................................................    N/A
                                                                                                    
         23.2      Consent of Ernst & Young LLP.....................................................    26
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