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                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           NEW BEVERLY HOLDINGS, INC.

        The undersigned, Robert W. Pommerville and Holly A. Odom, certify that
they are the Executive Vice President, General Counsel and Secretary and the
Assistant Secretary, respectively, of New Beverly Holdings, Inc., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), and do hereby further certify as follows:

        1. The name of the Corporation is currently New Beverly Holdings, Inc.,
        the name under which it was originally incorporated.

        2. The original Certificate of Incorporation of the Corporation was
        filed in the Office of the Secretary of State of the State of Delaware
        on April 15, 1997.

        3. The Restated Certificate of Incorporation of the Corporation was
        filed in the Office of the Secretary of State of the State of Delaware
        on November 21, 1997.

        4. This Certificate of Amendment of Certificate of Incorporation was
        duly adopted by the sole stockholder of the Corporation in accordance
        with Section 228 and 242 of the General Corporation Law of the State of
        Delaware.

        5. The Restated Certificate of Incorporation of the Corporation is
        amended hereby by changing Article I thereof so that, as amended said
        Article shall be and read as follows:

                                   "ARTICLE I

            The name of the Corporation is Beverly Enterprises, Inc."

        IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this ____ day of December, 1997.


                                   ---------------------------------------------
                                   Robert W. Pommerville
                                   Executive Vice President, General Counsel and
                                   Secretary

Attest:


- ---------------------------
Holly A. Odom
Assistant Secretary