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                                                                  EXHIBIT 10.41



                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

         AMENDMENT dated as of October 31, 1999 to the Credit Agreement dated as
of April 30, 1998 (as amended by Amendment No. 1 thereto dated as of September
30, 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 (the "ISSUING BANK"), and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "AGENT").

                                   WITNESSETH

         WHEREAS, the Credit Agreement requires the Borrower and its
Subsidiaries to deliver Mortgages (as defined in the Credit Agreement) and to
perform certain other related obligations on or prior to October 31, 1999;

         WHEREAS, the Borrower has requested an amendment to the Credit
Agreement to (i) extend the time by which Mortgages in respect of certain of the
real property collateral listed on Schedule V to the Credit Agreement must be
delivered, and related actions taken, to November 30, 1999 and (ii) permit the
Borrower to substitute other facilities for such real property collateral if
such Mortgages cannot be delivered, or such actions taken, by such date;

         WHEREAS, the Banks and the Agent are willing to amend the Credit
Agreement for such purposes 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 and
Waiver remains effective, refer to the Credit Agreement as amended hereby.

         SECTION 2. New Definition of "Alternate Facility". The following new
definitions are hereby added to Section 1.01 of the Credit Agreement in the
appropriate alphabetical order:







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         "ALTERNATE FACILITY" means, respect of any Designated Facility, the
real property interest of the Borrower or any of its Subsidiaries in a nursing
home, related real property improvements and equipment owned and operated by the
Borrower or such Subsidiary proposed by the Borrower as substituted collateral
to be subjected to a Mortgage in place of the Mortgage to be provided on such
Designated Facility, which nursing home, real property improvements and
equipment (i) are reasonably acceptable to the Agent and (ii) have associated
Consolidated EBITDA for the two fiscal quarters ending June 30, 1999 at least
equal to the associated Consolidated EBITDA for such fiscal quarters for such
Designated Facility."

         "DESIGNATED FACILITY" means either Facility No. 71 or Facility 660."

         "FACILITY NO. 71" means the Green Hill Manor Nursing Facility nursing
home and related real estate improvements and equipment referred to on Schedule
V hereto."

         "FACILITY NO. 660" means the Beverly Manor-Honolulu nursing home and
related real estate improvements and equipment referred to on Schedule V
hereto."

         SECTION 3. Amendment to Definition of "Mortgages". The definition of
Mortgages set forth in Section 1.01 of the Credit Agreement is hereby amended to
read in its entirety as follows:

         "`MORTGAGES' means the mortgages or deeds of trust relating to the real
property collateral described in Schedule V hereto (or, in the case of any
Designated Facility in respect of which a Mortgage cannot be delivered, or the
other actions required under Section 5.20 cannot be taken, on or prior to
November 30, 1999, an Alternate Facility with respect to such Designated
Facility) in form and substance reasonably satisfactory to the Agent, in each
case as the same may be amended from time to time."

         SECTION 4. Amendment to Section 5.20. Section 5.20 of the Credit
Agreement is hereby amended by:

         (a) amending the language prior to subsection (a) thereof to read in
its entirety as follows:

         "On or prior to (i) in the case of the Mortgages relating to each of
the real properties listed on Schedule V hereto (other than a Designated
Facility), October 31, 1999 (the "MORTGAGE DUE DATE") and (ii) in the case of
the Mortgages




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relating to any Designated Facility or Alternate Facility in respect thereof,
November 30, 1999 (the "ALTERNATE MORTGAGE DUE DATE"),"; and

         (b) adding, at the end of subsection (g) thereof but before the period,
the phrase "or the Alternate Mortgage Due Date, as the case may be."

         SECTION 5. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement are true on and as of the Amendment
Effective Date and (ii) no Default has occurred and is continuing on such date.

         SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York

         SECTION 7. 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.

         SECTION 8. Effectiveness. This Amendment shall become effective as of
the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Agent
shall have received from the Borrower, the Subsidiary Guarantors, the Agent 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.




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