1

                                                                 EXHIBIT 10.42



                       AMENDMENT NO. 3 TO CREDIT AGREEMENT


         AMENDMENT dated as of December 22, 2000 to the Credit Agreement dated
as of April 30, 1998 (as amended by Amendment No. 1 thereto dated as of
September 30, 1999 and Amendment No. 2 thereto dated as of October 31, 1999, the
"CREDIT AGREEMENT") among Beverly Enterprises, Inc. (the "BORROWER"), the BANKS
listed therein (the "BANKS"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Issuing Bank, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
"AGENT").

                                   WITNESSETH:

         WHEREAS, the Borrower plans to take certain restructuring and related
charges, and in connection therewith, the Banks are willing to amend the Credit
Agreement on the terms set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"HEREOF", "HEREUNDER", "HEREIN" and "HEREBY" and each other similar reference
and each reference to "THIS AGREEMENT" and each other similar reference
contained in the Credit Agreement shall, for so long as this Amendment remains
effective, refer to the Credit Agreement as amended hereby.

         SECTION 2. Amendments to Definitions. (a) The following new definition
is hereby added to Section 1.01 of the Credit Agreement in the appropriate
alphabetical order:

                  "SPECIFIED RESTRUCTURING CHARGES" means the restructuring
         charges, writedowns, severance costs and special charges, the material
         components of which are described in the memorandum dated December 15,
         2000 from the Borrower to the Agent and the Banks, in each case to the
         extent actually incurred by the Borrower or one of its Consolidated
         Subsidiaries.





   2



         (b) The definitions of Consolidated Net Income and Consolidated Net
Worth set forth in Section 1.01 of the Credit Agreement are hereby amended to
read in their entirety as follows:

                  "CONSOLIDATED NET INCOME" means, for any period, the net
         income (loss) (calculated (a) before preferred and common stock
         dividends and (b) exclusive of the effect of (i) any extraordinary or
         other material non-recurring gain or loss outside the ordinary course
         of business and (ii) Specified Restructuring Charges in an aggregate
         amount, on a pretax basis, during the term of this Agreement not to
         exceed $105,000,000) of the Borrower and its Consolidated Subsidiaries,
         determined on a consolidated basis for such period.

                  "CONSOLIDATED NEW WORTH" means at any date the consolidated
         stockholders' equity of the Borrower and its Consolidated Subsidiaries
         at such date, without giving effect to Specified Restructuring Charges
         in an amount not to exceed, on a pretax basis, $105,000,000.

         SECTION 3. New Subsidiary Guarantors. Each Subsidiary of the Borrower
listed as a "New Subsidiary Guarantor" on the signature pages hereof (each a
"NEW SUBSIDIARY GUARANTOR") hereby agrees that, as of the Amendment Effective
Date, such New Subsidiary Guarantor shall be a party to the Subsidiary Guaranty
and shall be bound for all purposes by the obligations of a Subsidiary Guarantor
set forth therein as if each such New Subsidiary Guarantor was an original party
to the Subsidiary Guaranty.

         SECTION 4. Representations of Borrower. The Borrower represents and
warrants that as of the date hereof and after giving effect hereto:

         (a) The representations and warranties of the Borrower set forth in
Article 4 of the Credit Agreement, both before and immediately after giving
effect to this Amendment, are true and correct as though made on and as of the
date hereof; and

         (b) no Default has occurred and is continuing.

         SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.




                                       2
   3


         SECTION 7. Effectiveness. This Amendment shall become effective as of
the date hereof on the date when the following conditions are met (the
"AMENDMENT EFFECTIVE DATE"):

         (a) the Agent shall have received from the Borrower, the Subsidiary
Guarantors and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the Agent) that
such party has signed a counterpart hereof;

         (b) the Agent shall have received, for the account of each Bank that
executes this Amendment on or prior to December 22, 2000, an amendment fee in an
amount equal to .1875% of such Bank's Commitment; and

         (c) each New Subsidiary Guarantor shall have signed and delivered to
the Agent an originally executed Subsidiary Guaranty.

The Agent shall promptly notify the Borrower and the Banks of the effectiveness
of this Amendment, and such notice shall be conclusive and binding on all
parties hereto.



                                       3