S-8

As filed with the Securities and Exchange Commission on July 2, 2004

Registration No. 333-                    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BEVERLY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	62-1691861
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
One Thousand Beverly Way	72919
Fort Smith, Arkansas	(Zip Code)
(Address of Principal Executive Offices)

BEVERLY ENTERPRISES, INC.
NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
(Full Title of the Plan)

Douglas J. Babb
One Thousand Beverly Way
Fort Smith, Arkansas 72919
(Name and Address of Agent For Service)

(479) 201-2000
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be		Offering Price		Aggregate		Amount of
to be Registered	Registered(1)		Per Share		Offering Price(2)		Registration Fee(3)
Common Stock, par value $0.10 per share		450,000		N/A	$	3,775,500	$	478.36

(1)	Pursuant to Rule 416(a), this Registration Statement also covers additional securities that may be offered under the Beverly Enterprises, Inc. Non-Employee Directors’ Stock Option Plan as a result of stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee.
(3)	Calculated pursuant to Rule 457(c) and Rule 457(h)(1) based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on June 29, 2004, which was $8.39.

TABLE OF CONTENTS

PART II
	Item 8. Exhibits.
SIGNATURE
EXHIBIT INDEX
Opinion/Consent of John G. Arena, Esq.
Consent of Ernst & Young LLP

NOTE

     The purpose of this Form S-8 is to increase by 450,000 the number of shares of Beverly Enterprise, Inc. common stock, par value $0.10 per share, which may be issued pursuant to awards under the Beverly Enterprises, Inc. Non-Employee Directors’ Stock Option Plan (the “Plan”). In accordance with General Instruction E to the Form S-8, Beverly Enterprises, Inc. (the “Registrant”) hereby incorporates herein by reference the Form S-8s previously filed by the Registrant with respect to the Plan on December 12, 1997 (SEC File No. 333-42131) and July 27, 2001 (SEC File No. 333-66018).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

     Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Securities and Exchange Commission, each of the following exhibits is filed herewith:

Exhibit No.	Description
4.1	Certificate of Incorporation of New Beverly Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997)
4.2	Certificate of Amendment of Certificate of Incorporation of New Beverly Holdings Inc., changing its name to Beverly Enterprises, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1997)
4.3	By-Laws of Beverly Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 filed on June 4, 1997 (File No. 333-28521))
5.1	Opinion of John G. Arena, Esq.
23.1	Consent of John G. Arena, Esq. (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP
24.1	Power of Attorney (included as part of signature page)

SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, there-unto duly authorized, in the City of Fort Smith, State of Arkansas, on this 2nd day of July, 2004.

BEVERLY ENTERPRISES, INC.
By:	/s/ Pamela H. Daniels
	Senior Vice President,
	Controller and Chief Accounting Officer

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Douglas J. Babb and John G. Arena, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.

Signature	Title	Date
/s/ William R. Floyd	Chairman of the Board,	July 2, 2004
	President, Chief Executive Officer and
William R. Floyd	Director
/s/ Donald L. Seeley	Director	July 2, 2004
Donald L. Seeley

Signature	Title	Date
/s/ John D. Fowler, Jr.	Director	July 2, 2004
John D. Fowler, Jr.
/s/ John P. Howe, III	Director	July 2, 2004
John P. Howe, III
/s/ James W. McLane	Director	July 2, 2004
James W. McLane
/s/ Marilyn R. Seymann	Director	July 2, 2004
Marilyn R. Seymann
/s/ Ivan R. Sabel	Director	July 2, 2004
Ivan R. Sabel

EXHIBIT INDEX

Exhibit
Number	Description
5.1	Opinion of John G. Arena, Esq.
23.1	Consent of John G. Arena, Esq. (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP

EX-5.1

EXHIBIT 5.1

July 2, 2004

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas 72919

Re:  Beverly Enterprises, Inc. Non-Employee Directors’ Stock Option Plan

Ladies and Gentlemen:

     I am the General Counsel — Corporate Law of Beverly Enterprises, Inc., a Delaware corporation (the “Company”), and have acted as counsel for the Company in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about July 2, 2004 under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-8 (the “Registration Statement”) for the purposes of registering 450,000 shares of Beverly Enterprises, Inc. common stock, par value $0.10 per shares (“Shares”), which may be issued pursuant to awards under the Beverly Enterprises, Inc. Non-Employee Directors’ Stock Option Plan (the “Plan”). In such capacity, I have examined the Certificate of Incorporation and By-Laws of the Company (as amended), the Plan, and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinions expressed herein.

     Based upon my examination mentioned above, I am of the opinion that the Shares have been validly authorized for issuance and, when issued and sold in accordance with the terms set forth in the Plan, and, when (a) the Registration Statement has become effective under the Act and (b) in the case of options issued under the Plans, the Shares have been paid for, the Shares so issued will be legally issued and will be fully paid and nonassessable.

     I am licensed to practice law in the State of Texas. As I am generally familiar with the Delaware General Corporation Law, however, I did not consider obtaining special Delaware counsel to be necessary to render the opinions expressed herein. Accordingly, this opinion letter is based on my general knowledge and experience and not based on the advice or opinion of counsel licensed to practice law in the State of Delaware. This opinion letter is limited to the effect of the Delaware General Corporation Law and present federal laws of the United States.

     This opinion letter and the matters addressed in this letter are as of the date of this letter. I hereby disclaim any obligation to advise you of any change in any matter set forth in this letter occurring after such date. This opinion letter is limited to the matters stated in this letter and no opinion is implied or may be inferred beyond the opinions expressly stated herein.

     This opinion letter is solely for your benefit and no other person may rely upon the opinions expressed herein. Without my prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished to any other person.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Act in such Registration Statement.

Very truly yours,

/s/ John G. Arena
General Counsel — Corporate Law

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Beverly Enterprises, Inc. Non-Employee Directors’ Stock Option Plan of our report dated February 25, 2004, except for Note 15, paragraph 1, as to which the date is June 9, 2004, with respect to the consolidated financial statements and schedule of Beverly Enterprises, Inc. included in its Amended Annual Report (Form 10-K/A) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Fort Smith, Arkansas

June 29, 2004