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As filed with the Securities and Exchange Commission on July 27, 2001
Registration No. ________

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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BEVERLY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE ONE THOUSAND BEVERLY WAY 62-1691861
(State or Other Jurisdiction FORT SMITH, ARKANSAS 72919 (I.R.S. Employer
of Incorporation or Organization) (Address of Principal Executive Offices Including Zip Code) Identification No.)

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BEVERLY ENTERPRISES, INC.
1997 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)

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JOHN W. MACKENZIE
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
BEVERLY ENTERPRISES, INC.
ONE THOUSAND BEVERLY WAY
FORT SMITH, ARKANSAS 72919
(Name and Address of Agent For Service)

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(501) 201-2000
(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
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COMMON STOCK, PAR 5,000,000 $10.00(1) $50,000,000 $12,500
VALUE $0.10 PER SHARE(2)
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(1) Estimated solely for the purpose of calculating the registration fee.

(2) These shares are additional shares which have been authorized by the
Company for offer under the Company's 1997 Long-Term Incentive Plan.
Pursuant to Rule 457(h)(1), the filing fee for the 5,000,000 shares
subject to options that have not yet been granted is calculated based
upon the average high and low prices of the Common Stock reported on
July 25, 2001, which is $10.00 per share.

NOTE

The purpose of this Form S-8 is to increase by 5,000,000 the number of
shares which may be made subject to awards under the Company's 1997 Long-Term
Incentive Plan. In accordance with the instructions to Form S-8, the Company
hereby incorporates herein by reference the Form S-8 filed by the Company with
respect to the Plan on December 8, 1997 (SEC File No. 333-41669), together with
all exhibits filed therewith or incorporated therein by reference.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

In addition to those exhibits filed with the Registration Statement
being incorporated by reference into this filing, each of the following exhibits
is filed herewith:

Exhibit 5.1 Opinion of John W. MacKenzie, Esq.

Exhibit 23.1 Consent of John W. MacKenzie, Esq.
(contained in Exhibit 5.1)

Exhibit 23.2 Consent of Ernst & Young LLP

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 27th day of
July, 2001.

BEVERLY ENTERPRISES, INC.

By: /s/ JOHN W. MACKENZIE
John W. MacKenzie
Vice President and Deputy General Counsel

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John
W. MacKenzie, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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 dates indicated.

Signature Title Date
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/s/ DAVID R. BANKS Chairman of the Board and Director
David R. Banks July 26, 2001

/s/ WILLIAM R. FLOYD President, Chief Executive Officer and Director July 26, 2001
William R. Floyd (Principal Executive Officer)

/s/ PAMELA H. DANIELS Senior Vice President and Controller July 26, 2001
Pamela H. Daniels (Principal Financial and Accounting Officer)

/s/ BERYL F. ANTHONY, JR. Director July 26, 2001
Beryl F. Anthony, Jr.

/s/ HARRIS DIAMOND Director July 21, 2001
Harris Diamond

/s/ JAMES R. GREENE Director July 24, 2001
James R. Greene

/s/ JOHN P. HOWE, III Director July 26, 2001
John P. Howe, III

/s/ EDITH E. HOLIDAY Director July 26, 2001
Edith E. Holiday

/s/ JAMES W. MCLANE Director July 26, 2001
James W. McLane

/s/ MARILYN R. SEYMANN, PH.D. Director July 26, 2001
Marilyn R. Seymann, Ph.D.

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EXHIBIT INDEX

Exhibit
Number Description
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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

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