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                                                                   EXHIBIT 10.23

                          AMENDMENT NUMBER ONE TO THE
                           BEVERLY ENTERPRISES, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN



         Amendment made this 11th day of December, 1997, by Beverly
Enterprises, Inc. (the "Corporation").

                              W I T N E S S E T H:

         WHEREAS, the Corporation sponsors the Amended and Restated Beverly
Enterprises, Inc. Executive Deferred Compensation Plan (the "EDC Plan");

         WHEREAS, the Corporation now desires to adopt an amendment to the EDC
Plan to provide for the transfer of a Participant's interest pursuant to
Domestic Relations Order entered by a court of competent jurisdiction incident
to a divorce;

         WHEREAS, the Corporation is empowered and authorized to amend the EDC
Plan pursuant to Section 13 of the EDC Plan;

         NOW, THEREFORE, the EDC Plan is hereby amended effective September 1,
1997 in the following respects:

         1.      The Plan is hereby amended by adding the following new
paragraph at the end of existing Section 15:

                          Notwithstanding the foregoing, a Participant's
interest in the Plan may be transferred pursuant to a domestic relations order
which is entered by a court of competent jurisdiction incident to a divorce,
however, the person claiming any share of a Participant's interest pursuant to
such an order shall not be entitled to receive a distribution from the Plan
until such time as distributions commence or could have commenced to the
affected Participant.  Furthermore, such transferred interest shall be subject
to the same terms, conditions, and restrictions of the Plan as were applicable
to the Participant.

         2.      The Plan is amended by replacing the second sentence of
existing Section 16 with the following:

                          The Participants, their beneficiaries, personal
representatives and any transferee pursuant to a domestic relations order shall
bear any and all federal, foreign, state or local income or any other tax
imposed on amounts paid under the Plan.





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         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by a duly authorized representative, as of the day and year first
written above.

                                      BEVERLY ENTERPRISES, INC.


                                      By:
                                      Its:





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