NYSE Arca, Inc. ("Exchange") hereby notifies the SEC of its intention to remove
the entire class of the stated securities from listing and registration on the
Exchange pursuant to the provisions of Rule 12d2-2 (a).

[ X ] 17CER240.12d2-2(a)(3) That on March 14, 2006, the instruments
representing the securities comprising the entire class of this security came
to evidence, by operation of law or otherwise, other securities in substitution
therefor and represent no other right except, if such be the fact, the right
to receive an immediate cash payment.

On March 14, 2006, PSC Sub, LLC ("PSC Sub"), a Delaware limited liability
company formerly known as PSC Sub, Inc., and a wholly owned subsidiary of
Pearl Senior Care, LLC ("PSC"), a Delaware limited liability company formerly
known as Pearl Senior Care, Inc., was merged (the "Merger") with and into
Beverly Enterprises, Inc. (the "Company") pursuant to the terms of the
Agreement and Plan of Merger, dated as of August 16, 2005, as amended as of
August 23, 2005, September 22, 2005, November 20, 2005 and December 20, 2005,
by and among the Company, PSC, PSC Sub, and Geary Property Holdings, LLC. PSC
is an affiliate of Fillmore Capital Partners, LLC ("Fillmore Capital Partners).

As a result of the Merger, each share of common stock (each a "Share") of the
Company outstanding (other than treasury Shares or Shares held by shareholders
who properly exercised appraisal rights under Delaware law) has been converted
into the right to receive $12.50 per Share in cash, without interest.

The Exchange also notifies the Securities and Exchange Commission that as a
result of the above indicated conditions this security was suspended from
trading on March 15, 2006.