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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)

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)
________________________________________________________

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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
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BEVERLY ENTERPRISES, $1,000,000 100% $1,000,000 $295
INC. NON-EMPLOYEE
DIRECTOR DEFERRED
COMPENSATION PLAN
OBLIGATIONS (2)
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COMMON STOCK, PAR (3) -- -- NONE
VALUE $.10 PER SHARE
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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.

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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

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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.

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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

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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

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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]

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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

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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

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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