content: <PAGE>   1
  
  
  
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                         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.
                  NON-EMPLOYEE DIRECTOR 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)
              ________________________________________________________
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------------
                                               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
  ----------------------------------------------------------------------------------------------------------------------------------
     <S>                           <C>                        <C>                 <C>                        <C>
     BEVERLY ENTERPRISES,          $1,000,000                 100%                $1,000,000                 $295
       INC. NON-EMPLOYEE
       DIRECTOR DEFERRED
       COMPENSATION PLAN
        OBLIGATIONS (2)
  ----------------------------------------------------------------------------------------------------------------------------------
       COMMON STOCK, PAR              (3)                      --                     --                     NONE
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  NOTE:    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit
           plan(s) described herein.
  
  (1)      Estimated solely for the purposes of calculating the registration fee
           pursuant to Rule 457(o).  
  
  (2)      The Beverly Enterprises, Inc. Non-Employee Director 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. 
           Non-Employee Director 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.
           Non-Employee Director 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 $1,000,000 of unsecured obligations of the
  Registrant to pay deferred compensation in the future (the "Obligations") and
  Beverly Enterprises, Inc. Common Stock, par value $0.10 per share, issuable in
  satisfaction of the Obligations in accordance with the terms of the Beverly
  Enterprises, Inc.'s Non-Employee Director Deferred Compensation Plan (the
  "Plan").
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  The information requested in Part I of this Registration Statement is included
  in the prospectus for the Plan, which the Company has excluded from this
  Registration Statement in accordance with the instructions to Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents 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.
  
           $1,000,000 of Plan Obligations are being registered under this
  Registration Statement to be offered to certain non-employee directors of the
  Registrant pursuant to the Plan.  The Obligations are general unsecured
  obligations of the Registrant to pay deferred compensation 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 under the Plan is determined in accordance with the Plan based upon
  elections by each Participant.  Participants may elect to defer up to 100% of
  such Participant's annual compensation, in increments of 25%.
  
           Three types of contributions are available under the Plan.  First,
  Participants will be able to defer receipt of all or part of annual meeting and
  retainer fees to a pre-tax deferred compensation account with two investment
  options.  The first investment option is a Deferred Cash Account, which will be
  credited with interest at a variable rate equal to the prime rate of interest
  as established by a major New York bank.  Interest equivalents on amounts
  deferred under this option will be calculated annually as of December 31 of
  each year.  The second investment option will be a Deferred Share Unit Account,
  with each unit having a value equivalent to one share of the Registrant's
  Common Stock.  Although the Plan is not actually funded and amounts deferred
  under the Plan will not necessarily be invested in the Registrant's Common
  Stock, a Participant's Deferred Share Unit Account will fluctuate in value as
  if it had been invested in the Registrant's Common Stock.
  
           Second, upon a deferral of compensation by a Participant into such
  Participant's Deferred Share Unit Account, the Registrant will credit that
  Participant's Deferred Share Unit Account with an additional number of Deferred
  Share Units equal to 25% of the number of Deferred Share Units credited by
  virtue of such Participant's deferral.  To the extent dividends on any of the
  Registrant's Common Stock are paid, dividend equivalents and fractions thereof
  will be calculated with respect to balances of Deferred Share Units in a
  Participant's Deferred Share Unit Account, converted to additional equivalents
  of the Registrant's Common Stock and credited to the Participant's Deferred
  Share Unit Account as of the dividend payment date.
  
           Third, each Participant will receive an award of 500 Deferred Share
  Units during the initial 1997 Plan Year.  Thereafter, beginning with the year
  1998, and continuing each year thereafter, each Participant will receive an
  award of 500 Deferred Share Units, which will be credited to such Participant's
  Deferred Share Unit Account as of the last day of the Registrant's stock's
  trading in the month of January of the respective Plan year.  The annual award
  of 500 Deferred Share Units will not be subject to the 25% matching
  contribution described in the preceding paragraph.
  
  
  
  
                                        3
  <PAGE>   4
  
  
  
           The Beverly Enterprises, Inc. Non-Employee Director Deferred
  Compensation Plan was originally adopted by Beverly Enterprises, Inc. prior to
  the Distribution and Merger which is described in the proxy statement issued by
  Beverly Enterprises, Inc. ("Old Beverly") dated October 20, 1997 ("Proxy
  Statement").  The Plan was subsequently amended to provide for its adoption by
  the Registrant contemporaneous with the Distribution and Merger.  Such
  amendment also provides that, as of the date of the Distribution and Merger,
  each Participant's Accounts under the Plan, as expressed as a number of
  Deferred Share Units will be adjusted by dividing the number of Deferred Share
  Units by the Distributed Stock Fraction, as that term is defined in the Proxy
  Statement.  Subsequent to the Distribution and Merger, all subsequent additions
  to the Plan shall be deemed invested in Common Stock of the Registrant.
  Furthermore, the annual award of 500 Deferred Share Units shall be made in
  terms of Common Stock of the Registrant.
  
           Participants are at all times 100% vested in both of their Deferral
  Accounts.  The vested accrued balances in the Participant's Deferral Accounts
  shall be paid to the Participant upon such Participant's retirement,
  termination or disability.  In the case of any Participant's death prior to
  retirement from the Board, the vested accrued balance in such Participant's
  Deferral Accounts will be paid to the Participant's designated
  beneficiary(ies).  Earlier distributions are available only in the event of an
  unforeseeable emergency resulting in an extreme financial hardship for the
  Participant and only if approved by the Board of Directors of the Registrant.
  Distributions will ordinarily be made in shares of the Registrant's Common
  Stock.  With prior Board approval, however, a Participant may elect to be paid
  in cash.  Distributions will be in the form of either (a) one lump sum, or (b)
  over a period of two to ten years commencing as soon as it is administratively
  feasible after the Participant's retirement, termination, death or disability.
  Such election of distribution method shall be made at the time of deferral and
  may be changed at any time with Board approval prior to the Participant's
  retirement, termination, death or disability as long as it is made at least
  twenty-four (24) months prior to the Participant's retirement, termination,
  death or disability.
  
           A Participant's Obligations cannot be alienated, sold, transferred,
  assigned, pledged, attached or otherwise encumbered by the Participant, and
  pass only to a survivor beneficiary under the Plan, or by will or the laws of
  descent and distribution, or pursuant to a qualified domestic relations order
  which recognizes the rights of a spouse or former spouse to share in such
  Obligations.
  
           The Obligations are not subject to redemption, in whole or in part,
  prior to the payout to the Participant.  However, the Registrant reserves the
  right to amend or terminate the Plan at any time, except that no such amendment
  or termination shall adversely affect a Participant's right to Obligations in
  the amount of the Participant's vested Deferral Accounts 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 "grantor 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
  
  
  
  
                                        4
  <PAGE>   5
  
  
  
  shares of Common Stock equivalent to those Options previously held  by Mr.
  MacKenzie to purchase 23,000 shares of the former Beverly Enterprises, Inc.
  Common Stock, as adjusted pursuant to the terms of the Employee Benefit Matters
  Agreement relating to the Distribution and Merger, as defined and as described
  in the Proxy Statement issued by the former Beverly Enterprises, Inc. dated
  October 20, 1997.  It is currently anticipated that Mr. MacKenzie will not be
  eligible to participate in the Plan.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   The Delaware General Corporation Law, the Company's
  certificate of incorporation and bylaws, and the Company's indemnification
  agreements between the Company and its officers and directors provide that the
  Company will indemnify them to the full extent permitted by the Delaware
  General Corporation Law for liabilities and expenses that they may incur in
  their capacities as directors and officers of the Company.  Generally, the
  Company will indemnify its directors and officers with respect to actions taken
  in good faith in a manner reasonably believed to be in, or not opposed to, the
  best interests of the Company.  With respect to any criminal action or
  proceeding, the director or officer must also not have had any reasonable cause
  to believe that his or her actions were unlawful.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Inapplicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.                                      DESCRIPTION
       <S>          <C>
       4.1          Beverly Enterprises, Inc. Non-Employee Director 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
  
  
  
  
                                        5
  <PAGE>   6
  
  
  
                   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]
  
  
  
  
                                        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>                              <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. Non-Employee Director 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>
  
  
  
  
                                        9
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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.
                  NON-EMPLOYEE DIRECTOR 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,          $1,000,000                 100%                $1,000,000                 $295
       INC. NON-EMPLOYEE
       DIRECTOR DEFERRED
       COMPENSATION PLAN
        OBLIGATIONS (2)
  ----------------------------------------------------------------------------------------------------------------------------------
       COMMON STOCK, PAR              (3)                      --                     --                     NONE
     VALUE $.10 PER SHARE
  ----------------------------------------------------------------------------------------------------------------------------------
  NOTE:    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           this registration statement also covers an indeterminate amount of
           interests to be offered or sold pursuant to the employee benefit
           plan(s) described herein.
  
  (1)      Estimated solely for the purposes of calculating the registration fee
           pursuant to Rule 457(o).  
  
  (2)      The Beverly Enterprises, Inc. Non-Employee Director 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. 
           Non-Employee Director 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.
           Non-Employee Director 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 $1,000,000 of unsecured obligations of the
  Registrant to pay deferred compensation in the future (the "Obligations") and
  Beverly Enterprises, Inc. Common Stock, par value $0.10 per share, issuable in
  satisfaction of the Obligations in accordance with the terms of the Beverly
  Enterprises, Inc.'s Non-Employee Director Deferred Compensation Plan (the
  "Plan").
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  The information requested in Part I of this Registration Statement is included
  in the prospectus for the Plan, which the Company has excluded from this
  Registration Statement in accordance with the instructions to Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
                   The following documents 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.
  
           $1,000,000 of Plan Obligations are being registered under this
  Registration Statement to be offered to certain non-employee directors of the
  Registrant pursuant to the Plan.  The Obligations are general unsecured
  obligations of the Registrant to pay deferred compensation 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 under the Plan is determined in accordance with the Plan based upon
  elections by each Participant.  Participants may elect to defer up to 100% of
  such Participant's annual compensation, in increments of 25%.
  
           Three types of contributions are available under the Plan.  First,
  Participants will be able to defer receipt of all or part of annual meeting and
  retainer fees to a pre-tax deferred compensation account with two investment
  options.  The first investment option is a Deferred Cash Account, which will be
  credited with interest at a variable rate equal to the prime rate of interest
  as established by a major New York bank.  Interest equivalents on amounts
  deferred under this option will be calculated annually as of December 31 of
  each year.  The second investment option will be a Deferred Share Unit Account,
  with each unit having a value equivalent to one share of the Registrant's
  Common Stock.  Although the Plan is not actually funded and amounts deferred
  under the Plan will not necessarily be invested in the Registrant's Common
  Stock, a Participant's Deferred Share Unit Account will fluctuate in value as
  if it had been invested in the Registrant's Common Stock.
  
           Second, upon a deferral of compensation by a Participant into such
  Participant's Deferred Share Unit Account, the Registrant will credit that
  Participant's Deferred Share Unit Account with an additional number of Deferred
  Share Units equal to 25% of the number of Deferred Share Units credited by
  virtue of such Participant's deferral.  To the extent dividends on any of the
  Registrant's Common Stock are paid, dividend equivalents and fractions thereof
  will be calculated with respect to balances of Deferred Share Units in a
  Participant's Deferred Share Unit Account, converted to additional equivalents
  of the Registrant's Common Stock and credited to the Participant's Deferred
  Share Unit Account as of the dividend payment date.
  
           Third, each Participant will receive an award of 500 Deferred Share
  Units during the initial 1997 Plan Year.  Thereafter, beginning with the year
  1998, and continuing each year thereafter, each Participant will receive an
  award of 500 Deferred Share Units, which will be credited to such Participant's
  Deferred Share Unit Account as of the last day of the Registrant's stock's
  trading in the month of January of the respective Plan year.  The annual award
  of 500 Deferred Share Units will not be subject to the 25% matching
  contribution described in the preceding paragraph.
  
                                        3
  4
  
           The Beverly Enterprises, Inc. Non-Employee Director Deferred
  Compensation Plan was originally adopted by Beverly Enterprises, Inc. prior to
  the Distribution and Merger which is described in the proxy statement issued by
  Beverly Enterprises, Inc. ("Old Beverly") dated October 20, 1997 ("Proxy
  Statement").  The Plan was subsequently amended to provide for its adoption by
  the Registrant contemporaneous with the Distribution and Merger.  Such
  amendment also provides that, as of the date of the Distribution and Merger,
  each Participant's Accounts under the Plan, as expressed as a number of
  Deferred Share Units will be adjusted by dividing the number of Deferred Share
  Units by the Distributed Stock Fraction, as that term is defined in the Proxy
  Statement.  Subsequent to the Distribution and Merger, all subsequent additions
  to the Plan shall be deemed invested in Common Stock of the Registrant.
  Furthermore, the annual award of 500 Deferred Share Units shall be made in
  terms of Common Stock of the Registrant.
  
           Participants are at all times 100% vested in both of their Deferral
  Accounts.  The vested accrued balances in the Participant's Deferral Accounts
  shall be paid to the Participant upon such Participant's retirement,
  termination or disability.  In the case of any Participant's death prior to
  retirement from the Board, the vested accrued balance in such Participant's
  Deferral Accounts will be paid to the Participant's designated
  beneficiary(ies).  Earlier distributions are available only in the event of an
  unforeseeable emergency resulting in an extreme financial hardship for the
  Participant and only if approved by the Board of Directors of the Registrant.
  Distributions will ordinarily be made in shares of the Registrant's Common
  Stock.  With prior Board approval, however, a Participant may elect to be paid
  in cash.  Distributions will be in the form of either (a) one lump sum, or (b)
  over a period of two to ten years commencing as soon as it is administratively
  feasible after the Participant's retirement, termination, death or disability.
  Such election of distribution method shall be made at the time of deferral and
  may be changed at any time with Board approval prior to the Participant's
  retirement, termination, death or disability as long as it is made at least
  twenty-four (24) months prior to the Participant's retirement, termination,
  death or disability.
  
           A Participant's Obligations cannot be alienated, sold, transferred,
  assigned, pledged, attached or otherwise encumbered by the Participant, and
  pass only to a survivor beneficiary under the Plan, or by will or the laws of
  descent and distribution, or pursuant to a qualified domestic relations order
  which recognizes the rights of a spouse or former spouse to share in such
  Obligations.
  
           The Obligations are not subject to redemption, in whole or in part,
  prior to the payout to the Participant.  However, the Registrant reserves the
  right to amend or terminate the Plan at any time, except that no such amendment
  or termination shall adversely affect a Participant's right to Obligations in
  the amount of the Participant's vested Deferral Accounts 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 "grantor 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
  
                                        4
  5
  
  shares of Common Stock equivalent to those Options previously held  by Mr.
  MacKenzie to purchase 23,000 shares of the former Beverly Enterprises, Inc.
  Common Stock, as adjusted pursuant to the terms of the Employee Benefit Matters
  Agreement relating to the Distribution and Merger, as defined and as described
  in the Proxy Statement issued by the former Beverly Enterprises, Inc. dated
  October 20, 1997.  It is currently anticipated that Mr. MacKenzie will not be
  eligible to participate in the Plan.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                   The Delaware General Corporation Law, the Company's
  certificate of incorporation and bylaws, and the Company's indemnification
  agreements between the Company and its officers and directors provide that the
  Company will indemnify them to the full extent permitted by the Delaware
  General Corporation Law for liabilities and expenses that they may incur in
  their capacities as directors and officers of the Company.  Generally, the
  Company will indemnify its directors and officers with respect to actions taken
  in good faith in a manner reasonably believed to be in, or not opposed to, the
  best interests of the Company.  With respect to any criminal action or
  proceeding, the director or officer must also not have had any reasonable cause
  to believe that his or her actions were unlawful.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
                   Inapplicable.
  
  ITEM 8.  EXHIBITS.
  EXHIBIT NO.                                      DESCRIPTION
  4.1          Beverly Enterprises, Inc. Non-Employee Director 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
  
                                        5
  6
  
                   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]
  
                                        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
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  /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
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                                   EXHIBIT INDEX
  EXHIBIT NO.                                     DESCRIPTION
  4.1        Beverly Enterprises, Inc. Non-Employee Director 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
  9