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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)
________________________________________________________

NEW BEVERLY HOLDINGS, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION 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

- ----------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE OFFERING PRICE
- ----------------------------------------------------------------------------------------------------------------------

COMMON STOCK, PAR 300,000(1) $12.75(2) $3,825,000 $1,129
VALUE $.10 PER SHARE
- ----------------------------------------------------------------------------------------------------------------------

(1) This Registration Statement registers the issuance or transfer of
300,000 shares of common stock, par value $.10 per share (the "Shares"),
of Beverly Enterprises, Inc., a delaware corporation (the "Company"),
presently reserved for issuance under the New Beverly Holdings, Inc.
Non-Employee Directors' Stock Option Plan (the "Plan"), (ii) additional
Shares that become available under the Plan in connection with certain
changes in the number of outstanding Shares because of events such as
recapitalizations, stock dividends, and stock splits, and (iii) any
other securities with respect to which the outstanding Shares are
converted or exchanged.

(2) Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act,
the Company has determined the proposed maximum offering price per Share
to be $12.75. This price is the average of the high and low prices for
a Share on December 8, 1997, a date within five business days before the
filing of this Registration Statement.

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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, filed with the Commission on December 2, 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 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.

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ITEM 4. DESCRIPTION OF SECURITIES.

Inapplicable.

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 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 New Beverly Holdings, Inc. Non-Employee Directors' Stock Option 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, independent auditors

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 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]

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 11th 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 11, 1997
- ------------------------------- Executive Officer and Director
David R. Banks

/s/ Boyd W. Hendrickson President, Chief Operating December 11, 1997
- ------------------------------- Officer and Director
Boyd W. Hendrickson

/s/ Scott M. Tabakin Executive Vice President and December 11, 1997
- ------------------------------- Chief Financial Officer
Scott M. Tabakin

/s/ Pamela H. Daniels Vice President, Controller, and December 11, 1997
- ------------------------------- Chief Accounting Officer
Pamela H. Daniels

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/s/ Beryl F. Anthony, Jr. Director December 11, 1997
- --------------------------------
Beryl F. Anthony, Jr.

/s/ James R. Greene Director December 11, 1997
- --------------------------------
James R. Greene

/s/ Edith E. Holiday Director December 11, 1997
- --------------------------------
Edith E. Holiday

/s/ Jon E. M. Jacoby Director December 11, 1997
- --------------------------------
Jon E. M. Jacoby

/s/ Risa J. Lavizzo-Mourey, M.D. Director December 11, 1997
- --------------------------------
Risa J. Lavizzo-Mourey, M.D.

/s/ Marilyn R. Seymann Director December 11, 1997
- --------------------------------
Marilyn R. Seymann

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION PAGE NO.
---------- ----------- -------

4.1 New Beverly Holdings, Inc. Non-Employee Directors' Stock Option 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, independent auditors