<PAGE>   1
    As filed with the Securities and Exchange Commission on July 24, 1995
                                                        Registration No.33-_____

- --------------------------------------------------------------------------------

                       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                                            95-4100309
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

 1200 South Waldron Road, No. 155
       Fort Smith, Arkansas                                     72903
(Address of principal executive offices)                      (Zip Code)
                                               
                           ------------------------

                       PHARMACY MANAGEMENT SERVICES, INC.
  1990 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN, AS AMENDED, ASSUMED BY
        BEVERLY ENTERPRISES, INC.; AND INSTA-CARE HOLDINGS, INC. FIRST
      EMPLOYEES STOCK OPTION PLAN, ASSUMED BY BEVERLY ENTERPRISES, INC.
                          (Full Titles of the Plans)

                           ------------------------

                             Robert W. Pommerville,
             Executive Vice President, General Counsel & Secretary
                         5111 Rogers Avenue, Suite 40-A
                        Fort Smith, Arkansas 72919-0155
                                 (501) 452-6712
           (Name, address and telephone number of agent for service)

                                    Copy to:

                           H. Watt Gregory, III, Esq.
                            Michael E. Karney, Esq.
                   Giroir & Gregory, Professional Association
                         111 Center Street, Suite 1900
                          Little Rock, Arkansas 72201
                                 (501) 372-3000       

                           ------------------------

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=================================================================================================================
                                                 Proposed Maximum      Proposed Maximum  
  Title of Securities      Amount to be          Offering Price Per    Aggregate Offering    Amount of
  to be Registered         Registered(1)         Share(2)              Price(2)              Registration(2)
- -----------------------------------------------------------------------------------------------------------------
  <S>                      <C>                   <C>                   <C>                   <C>
                                                                                             Fee(2)
  Common Stock, $.10
  par value                436,024 shares        $ 12.875              $ 5,613,809           $ 1935.80
=================================================================================================================
</TABLE>

(1) The maximum amount of shares issuable pursuant to the PMSI Plan (as
    defined) is 342,311 shares of the Registrant's $.10 par value per share
    common stock (the "Common Stock" or "Beverly Common Stock"). 
<PAGE>   2
    The maximum amount of shares issuable pursuant to the Insta-Care Plan (as 
    defined) is 93,713 shares of the Registrant's Common Stock.

(2) Estimated solely for the purpose of determining the registration fee 
    pursuant to Rule 457(c) and (h)(1), based upon the average of the high and 
    low  sales prices of the Registrant's Common Stock on July 19, 1995 as 
    reported on the New York Stock Exchange.
<PAGE>   3
                                     PART I

GENERAL NOTE

         This Registration Statement on Form S-8 relates to two different
employee benefit plans (the "Plans") of Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"): the Pharmacy Management Services, Inc. ("PMSI") 1990
Incentive and Non-statutory Stock Option Plan, as amended, assumed by Beverly
(the "PMSI Plan"); and the Insta-Care Holdings, Inc.("Insta-Care") First 
Employees Stock Option Plan, assumed by Beverly (the "Insta-Care Plan").

         The PMSI Plan.  On June 27, 1995, pursuant to an Agreement and Plan of
Merger dated December 26, 1994, as amended by Amendment No. 1 to Agreement and
Plan of Merger dated May 19, 1995 (the "Merger Agreement"), PMSI was merged
with and into Beverly, with Beverly being the surviving corporation.  Pursuant
to the Merger Agreement, Beverly assumed the PMSI Plan which assumption
included modification with respect to the number of shares of Beverly Common
Stock issuable upon exercise of the outstanding options thereunder and the
modification of the exercise price for shares of Beverly Common Stock issuable
upon exercise of the outstanding options thereunder.  The PMSI Plan assumed by
Beverly has 342,311 shares of Beverly Common Stock reserved for issuance
thereunder.

         The Insta-Care Plan.  On November 15, 1994, pursuant to a Stock
Purchase Agreement dated as of September 12, 1994 (the "Purchase Agreement"),
between Eckerd Corporation ("Eckerd") and Pharmacy Corporation of America, a
California corporation and a wholly-owned subsidiary of Beverly ("PCA"), PCA
purchased all of the issued and outstanding shares of common stock of
Insta-Care from Eckerd.  Pursuant to the Purchase Agreement, on November 15,
1994, Beverly assumed the Insta-Care Plan which assumption included
modification with respect to the number of shares of Beverly Common Stock
issuable upon exercise of the outstanding options thereunder, modification of
the exercise price for shares of Beverly Common Stock underlying the options,
as well as designating the Beverly Compensation Committee (as defined) to
administer the Insta-Care Plan, as assumed.  The Insta-Care Plan assumed by
Beverly has 93,713 shares of Beverly Common Stock reserved for issuance
thereunder.

RULE 428(B)(1)

         The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants in the Plans
as specified in Rule 428(b)(1) and, in accordance with the instructions to Part
I, are not filed with the Commission as part of this Registration Statement.
<PAGE>   4
                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed with the Securities and
Exchange Commission are hereby incorporated by reference:

         1.      Annual Report on Form 10-K for the year ended December 31,
                 1994, as amended May 19, 1995 on Form 10-K/A (the "1994
                 Beverly 10-K");

         2.      Quarterly Report on Form 10-Q for the quarter ended March 31,
                 1995;

         3.      The portions of the Proxy Statement for the Annual Meeting of
                 Stockholders held May 18, 1995 that have been incorporated by
                 reference in the 1994 Beverly 10-K;

         4.      Current Report on Form 8-K dated June 27, 1995;

         5.      Current Report on Form 8-K dated May 30, 1995;

         6.      Current Report on Form 8-K dated April 6, 1995;

         7.      Current Report on Form 8-K dated December 14, 1994, as amended
                 February 10, 1995, on Form 8-K/A;

         8.      Registration Statement on Form 8-A relating to the
                 Registrant's Common Stock dated August 21, 1990, and any
                 amendment or report filed for the purpose of updating such
                 description; and

         9.      Registration Statement on Form 8-A relating to the
                 Registrant's Common Stock Purchase Rights (as defined) dated
                 September 29, 1994, and any amendment or report filed for the
                 purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in the Prospectus covering the securities registered by this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement or the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or
therein supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement or the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Restated Certificate of Incorporation and Amended
Bylaws and indemnification agreements between the Registrant and its officers
and directors contain provisions regarding the indemnification of officers and
directors.  The Registrant's Restated Certificate of Incorporation and Amended
Bylaws provide that the Registrant, to the full extent permitted, and in the
manner required by the laws of the State of Delaware as in effect at the time





                                      II-1
<PAGE>   5
of the adoption of the certificate and bylaw provision regarding
indemnification or as the same may be amended from time to time, shall (i)
indemnify any person (and the heirs and legal representatives of such person)
who is made or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether in nature civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Registrant or of any constituent
corporation absorbed into the Registrant by consolidation or merger or serves
or served with another corporation, partnership, joint venture, trust or
enterprise, or non-profit entity, including service with respect to employee
benefit plans, at the request of the Registrant or of any such constituent
corporation against all liability and (ii) provide to any such person (and the
heirs and legal representatives of such person) advances for expenses incurred
in defending any such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such person (and the heirs and legal
representatives of such person) to repay such advances unless it is ultimately
determined that he or she is not entitled to indemnification by the Registrant.

         Section 145 of the Delaware General Corporation Law provides the
following:

         (a)     A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation  as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

         (b)     A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         (c)     To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         (d)     Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (3) by the stockholders.





                                      II-2
<PAGE>   6
         (e)     Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this Section.  Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

         (f)     The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholder or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         (g)     A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section.

         (h)     For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

         (i)     For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of any employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Section.

         (j)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Item 7.  Exemption from Registration Claimed.

         Not applicable.




Item 8.  Exhibits.

         Exhibit 4.1*     Pharmacy Management Services, Inc. 1990 Incentive and
                          Non-statutory Stock Option Plan, dated December 23,
                          1989, assumed by Beverly Enterprises, Inc.





                                      II-3
<PAGE>   7
         Exhibit 4.2*     Pharmacy Management Services, Inc. Amendment to 1990
                          Incentive and Non-statutory Stock Option Plan, dated
                          December 5, 1991, assumed by Beverly Enterprises,
                          Inc.

         Exhibit 4.3*     Pharmacy Management Services, Inc. Second Amendment
                          to 1990 Incentive and Non-statutory Stock Option
                          Plan, dated June 4, 1993, assumed by Beverly
                          Enterprises, Inc.

         Exhibit 4.4*     Insta-Care Holdings, Inc. First Employees Stock
                          Option Plan assumed by Beverly Enterprises, Inc.

         Exhibit 4.5*     Assumption Agreement by and between Beverly
                          Enterprises, Inc. and Insta-Care Holdings, Inc.,
                          dated as of November 15, 1994.

         Exhibit 5.1*     Opinion and Consent of Giroir & Gregory, Professional
                          Association, as to the legality of the common stock
                          offered pursuant to the Plans.

         Exhibit 23.1*    Consent of Giroir & Gregory, Professional Association
                          (included in Exhibit 5.1).

         Exhibit 23.2*    Consent of Ernst & Young LLP, Independent Auditors.

         Exhibit 24.1*    The Power of Attorney of officers and directors of
                          the Registrant is found on the signature page hereof.

_________________

*Filed herewith.


Item 9.  Undertakings.

         (a)     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 of 1933;

                          (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)





                                      II-4
<PAGE>   8
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the registration
                                  statement;

                          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8 and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, 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.

                 (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)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 Securities and Exchange 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 connected 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.





                                      II-5
<PAGE>   9
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 July 24, 1995.

                                          BEVERLY ENTERPRISES, INC.



                                          By:      /s/ DAVID R. BANKS 
                                                       David R. Banks
                                              Chairman of the Board, President
                                                 and Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints David R. Banks, Robert W. Pommerville, and John W.
MacKenzie, and each or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute, and file with the Securities and Exchange Commission and any state
securities regulatory board or commission any documents relating to the
proposed issuance and registration of the securities offered pursuant to this
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including any and all amendments relating thereto, with all exhibits
and any and all documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorney, 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 in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, 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.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:


<TABLE>
<CAPTION>
          Signatures                                     Title                                            Date
          ----------                                     -----                                            ----
<S>                                              <C>                                                  <C>
                                                                                                                         
/s/ DAVID R. BANKS                               Chairman of the Board,                                                  
- -------------------------------------------      President, Chief Executive                                              
       David R. Banks                            Officer and Director                                 July 24, 1995      
                                                 
                                                                          
/s/ ROBERT D. WOLTIL                             Executive Vice President,
- -------------------------------------------      Finance and Chief        
       Robert D. Woltil                          Financial Officer                                   July 24, 1995


                                                                        
/s/ SCOTT M. TABAKIN                              Senior Vice President,                                                 
- -------------------------------------------       Controller and Chief  
       Scott M. Tabakin                           Accounting Officer                                 July 24, 1995
</TABLE>                                          





                                      II-6
<PAGE>   10

<TABLE>
<S>                                            <C>                                   <C>
/s/ BERYL F. ANTHONY, JR.                      Director                              July 24, 1995
- -------------------------------------------                                                       
           Beryl F. Anthony, Jr.




/s/ JAMES R. GREENE                            Director                              July 24, 1995
- -------------------------------------------                                                       
              James R. Greene



/s/ EDITH E. HOLIDAY                           Director                              July 24, 1995
- -------------------------------------------                                                       
             Edith E. Holiday



                                               Director                              July __, 1995
- -------------------------------------------                                                       
             Jon E. M. Jacoby




/s/ RISA J. LAVIZZO-MOUREY                     Director                              July 24, 1995
- -------------------------------------------                                                       
          Risa J. Lavizzo-Mourey




/s/ LOUIS W. MENK                              Director                              July 24, 1995
- -------------------------------------------                                                       
               Louis W. Menk



/s/ MARILYN R. SEYMANN                         Director                              July 24, 1995
- -------------------------------------------                                                       
            Marilyn R. Seymann
</TABLE>

<PAGE>   11
                               INDEX TO EXHIBITS


4.1*     Pharmacy Management Services, Inc. 1990 Incentive and Non-statutory
         Stock Option Plan, dated December 23, 1989, assumed by Beverly
         Enterprises, Inc.

4.2*     Pharmacy Management Services, Inc. Amendment to 1990 Incentive and
         Non-statutory Stock Option Plan, dated December 5, 1991, assumed by
         Beverly Enterprises, Inc.

4.3*     Pharmacy Management Services, Inc. Second Amendment to 1990 Incentive
         and  Non-statutory Stock Option Plan, dated June 4, 1993, assumed by
         Beverly Enterprises, Inc.

4.4*     Insta-Care Holdings, Inc. First Employees Stock Option Plan assumed by
         Beverly Enterprises, Inc.

4.5*     Assumption Agreement by and between Beverly Enterprises, Inc. and
         Insta-Care Holdings, Inc. dated as of November 15, 1994.

5.1*     Opinion and Consent of Giroir & Gregory, Professional Association, as
         to the legality of the common stock offered pursuant to the Plans.

23.1*    Consent of Giroir & Gregory, Professional Association (included in
         Exhibit 5.1).

23.2*    Consent of Ernst & Young LLP, Independent Auditors.

24.1*    The Power of Attorney of officers and directors of the Registrant is
         found on the signature page hereof.


_________________

*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33050}]
{"company-data": {"conformed-name": "BEVERLY ENTERPRISES INC /DE/", "cik": "0000812305", "assigned-sic": "8051", "irs-number": "954100309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61269", "film-number": "95555601"}, "business-address": {"street1": "1200 S WALDRON RD", "street2": "STE 155", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5014526712"}}
1
    As filed with the Securities and Exchange Commission on July 24, 1995
                                                        Registration No.33-_____

- --------------------------------------------------------------------------------

                       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                                            95-4100309
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

 1200 South Waldron Road, No. 155
       Fort Smith, Arkansas                                     72903
(Address of principal executive offices)                      (Zip Code)
                                               
                           ------------------------

                       PHARMACY MANAGEMENT SERVICES, INC.
  1990 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN, AS AMENDED, ASSUMED BY
        BEVERLY ENTERPRISES, INC.; AND INSTA-CARE HOLDINGS, INC. FIRST
      EMPLOYEES STOCK OPTION PLAN, ASSUMED BY BEVERLY ENTERPRISES, INC.
                          (Full Titles of the Plans)

                           ------------------------

                             Robert W. Pommerville,
             Executive Vice President, General Counsel & Secretary
                         5111 Rogers Avenue, Suite 40-A
                        Fort Smith, Arkansas 72919-0155
                                 (501) 452-6712
           (Name, address and telephone number of agent for service)

                                    Copy to:

                           H. Watt Gregory, III, Esq.
                            Michael E. Karney, Esq.
                   Giroir & Gregory, Professional Association
                         111 Center Street, Suite 1900
                          Little Rock, Arkansas 72201
                                 (501) 372-3000       

                           ------------------------

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                 Proposed Maximum      Proposed Maximum  
  Title of Securities      Amount to be          Offering Price Per    Aggregate Offering    Amount of
  to be Registered         Registered(1)         Share(2)              Price(2)              Registration(2)
- -----------------------------------------------------------------------------------------------------------------
Fee(2)
  Common Stock, $.10
  par value                436,024 shares        $ 12.875              $ 5,613,809           $ 1935.80
=================================================================================================================
(1) The maximum amount of shares issuable pursuant to the PMSI Plan (as
    defined) is 342,311 shares of the Registrant's $.10 par value per share
    common stock (the "Common Stock" or "Beverly Common Stock").
2
    The maximum amount of shares issuable pursuant to the Insta-Care Plan (as 
    defined) is 93,713 shares of the Registrant's Common Stock.

(2) Estimated solely for the purpose of determining the registration fee 
    pursuant to Rule 457(c) and (h)(1), based upon the average of the high and 
    low  sales prices of the Registrant's Common Stock on July 19, 1995 as 
    reported on the New York Stock Exchange.
3
                                     PART I

GENERAL NOTE

         This Registration Statement on Form S-8 relates to two different
employee benefit plans (the "Plans") of Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"): the Pharmacy Management Services, Inc. ("PMSI") 1990
Incentive and Non-statutory Stock Option Plan, as amended, assumed by Beverly
(the "PMSI Plan"); and the Insta-Care Holdings, Inc.("Insta-Care") First 
Employees Stock Option Plan, assumed by Beverly (the "Insta-Care Plan").

         The PMSI Plan.  On June 27, 1995, pursuant to an Agreement and Plan of
Merger dated December 26, 1994, as amended by Amendment No. 1 to Agreement and
Plan of Merger dated May 19, 1995 (the "Merger Agreement"), PMSI was merged
with and into Beverly, with Beverly being the surviving corporation.  Pursuant
to the Merger Agreement, Beverly assumed the PMSI Plan which assumption
included modification with respect to the number of shares of Beverly Common
Stock issuable upon exercise of the outstanding options thereunder and the
modification of the exercise price for shares of Beverly Common Stock issuable
upon exercise of the outstanding options thereunder.  The PMSI Plan assumed by
Beverly has 342,311 shares of Beverly Common Stock reserved for issuance
thereunder.

         The Insta-Care Plan.  On November 15, 1994, pursuant to a Stock
Purchase Agreement dated as of September 12, 1994 (the "Purchase Agreement"),
between Eckerd Corporation ("Eckerd") and Pharmacy Corporation of America, a
California corporation and a wholly-owned subsidiary of Beverly ("PCA"), PCA
purchased all of the issued and outstanding shares of common stock of
Insta-Care from Eckerd.  Pursuant to the Purchase Agreement, on November 15,
1994, Beverly assumed the Insta-Care Plan which assumption included
modification with respect to the number of shares of Beverly Common Stock
issuable upon exercise of the outstanding options thereunder, modification of
the exercise price for shares of Beverly Common Stock underlying the options,
as well as designating the Beverly Compensation Committee (as defined) to
administer the Insta-Care Plan, as assumed.  The Insta-Care Plan assumed by
Beverly has 93,713 shares of Beverly Common Stock reserved for issuance
thereunder.

RULE 428(B)(1)

         The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants in the Plans
as specified in Rule 428(b)(1) and, in accordance with the instructions to Part
I, are not filed with the Commission as part of this Registration Statement.
4
                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed with the Securities and
Exchange Commission are hereby incorporated by reference:

         1.      Annual Report on Form 10-K for the year ended December 31,
                 1994, as amended May 19, 1995 on Form 10-K/A (the "1994
                 Beverly 10-K");

         2.      Quarterly Report on Form 10-Q for the quarter ended March 31,
                 1995;

         3.      The portions of the Proxy Statement for the Annual Meeting of
                 Stockholders held May 18, 1995 that have been incorporated by
                 reference in the 1994 Beverly 10-K;

         4.      Current Report on Form 8-K dated June 27, 1995;

         5.      Current Report on Form 8-K dated May 30, 1995;

         6.      Current Report on Form 8-K dated April 6, 1995;

         7.      Current Report on Form 8-K dated December 14, 1994, as amended
                 February 10, 1995, on Form 8-K/A;

         8.      Registration Statement on Form 8-A relating to the
                 Registrant's Common Stock dated August 21, 1990, and any
                 amendment or report filed for the purpose of updating such
                 description; and

         9.      Registration Statement on Form 8-A relating to the
                 Registrant's Common Stock Purchase Rights (as defined) dated
                 September 29, 1994, and any amendment or report filed for the
                 purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in the Prospectus covering the securities registered by this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement or the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or
therein supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement or the Prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's Restated Certificate of Incorporation and Amended
Bylaws and indemnification agreements between the Registrant and its officers
and directors contain provisions regarding the indemnification of officers and
directors.  The Registrant's Restated Certificate of Incorporation and Amended
Bylaws provide that the Registrant, to the full extent permitted, and in the
manner required by the laws of the State of Delaware as in effect at the time

                                      II-1
5
of the adoption of the certificate and bylaw provision regarding
indemnification or as the same may be amended from time to time, shall (i)
indemnify any person (and the heirs and legal representatives of such person)
who is made or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether in nature civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the Registrant or of any constituent
corporation absorbed into the Registrant by consolidation or merger or serves
or served with another corporation, partnership, joint venture, trust or
enterprise, or non-profit entity, including service with respect to employee
benefit plans, at the request of the Registrant or of any such constituent
corporation against all liability and (ii) provide to any such person (and the
heirs and legal representatives of such person) advances for expenses incurred
in defending any such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such person (and the heirs and legal
representatives of such person) to repay such advances unless it is ultimately
determined that he or she is not entitled to indemnification by the Registrant.

         Section 145 of the Delaware General Corporation Law provides the
following:

         (a)     A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation  as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

         (b)     A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         (c)     To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         (d)     Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (3) by the stockholders.

                                      II-2
6
         (e)     Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this Section.  Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

         (f)     The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholder or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         (g)     A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section.

         (h)     For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

         (i)     For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of any employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Section.

         (j)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit 4.1*     Pharmacy Management Services, Inc. 1990 Incentive and
                          Non-statutory Stock Option Plan, dated December 23,
                          1989, assumed by Beverly Enterprises, Inc.

                                      II-3
7
         Exhibit 4.2*     Pharmacy Management Services, Inc. Amendment to 1990
                          Incentive and Non-statutory Stock Option Plan, dated
                          December 5, 1991, assumed by Beverly Enterprises,
                          Inc.

         Exhibit 4.3*     Pharmacy Management Services, Inc. Second Amendment
                          to 1990 Incentive and Non-statutory Stock Option
                          Plan, dated June 4, 1993, assumed by Beverly
                          Enterprises, Inc.

         Exhibit 4.4*     Insta-Care Holdings, Inc. First Employees Stock
                          Option Plan assumed by Beverly Enterprises, Inc.

         Exhibit 4.5*     Assumption Agreement by and between Beverly
                          Enterprises, Inc. and Insta-Care Holdings, Inc.,
                          dated as of November 15, 1994.

         Exhibit 5.1*     Opinion and Consent of Giroir & Gregory, Professional
                          Association, as to the legality of the common stock
                          offered pursuant to the Plans.

         Exhibit 23.1*    Consent of Giroir & Gregory, Professional Association
                          (included in Exhibit 5.1).

         Exhibit 23.2*    Consent of Ernst & Young LLP, Independent Auditors.

         Exhibit 24.1*    The Power of Attorney of officers and directors of
                          the Registrant is found on the signature page hereof.

_________________

*Filed herewith.

Item 9.  Undertakings.

         (a)     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 of 1933;

                          (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)

                                      II-4
8
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the registration
                                  statement;

                          (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 paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 or Form S-8 and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, 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.

                 (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)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 Securities and Exchange 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 connected 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.

                                      II-5
9
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 July 24, 1995.

                                          BEVERLY ENTERPRISES, INC.

                                          By:      /s/ DAVID R. BANKS 
                                                       David R. Banks
                                              Chairman of the Board, President
                                                 and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints David R. Banks, Robert W. Pommerville, and John W.
MacKenzie, and each or any of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute, and file with the Securities and Exchange Commission and any state
securities regulatory board or commission any documents relating to the
proposed issuance and registration of the securities offered pursuant to this
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including any and all amendments relating thereto, with all exhibits
and any and all documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorney, 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 in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, 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.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
Signatures                                     Title                                            Date
          ----------                                     -----                                            ----
/s/ DAVID R. BANKS                               Chairman of the Board,                                                  
- -------------------------------------------      President, Chief Executive                                              
       David R. Banks                            Officer and Director                                 July 24, 1995      
                                                 
                                                                          
/s/ ROBERT D. WOLTIL                             Executive Vice President,
- -------------------------------------------      Finance and Chief        
       Robert D. Woltil                          Financial Officer                                   July 24, 1995

                                                                        
/s/ SCOTT M. TABAKIN                              Senior Vice President,                                                 
- -------------------------------------------       Controller and Chief  
       Scott M. Tabakin                           Accounting Officer                                 July 24, 1995
II-6
10
/s/ BERYL F. ANTHONY, JR.                      Director                              July 24, 1995
- -------------------------------------------                                                       
           Beryl F. Anthony, Jr.

/s/ JAMES R. GREENE                            Director                              July 24, 1995
- -------------------------------------------                                                       
              James R. Greene

/s/ EDITH E. HOLIDAY                           Director                              July 24, 1995
- -------------------------------------------                                                       
             Edith E. Holiday

                                               Director                              July __, 1995
- -------------------------------------------                                                       
             Jon E. M. Jacoby

/s/ RISA J. LAVIZZO-MOUREY                     Director                              July 24, 1995
- -------------------------------------------                                                       
          Risa J. Lavizzo-Mourey

/s/ LOUIS W. MENK                              Director                              July 24, 1995
- -------------------------------------------                                                       
               Louis W. Menk

/s/ MARILYN R. SEYMANN                         Director                              July 24, 1995
- -------------------------------------------                                                       
            Marilyn R. Seymann
11
                               INDEX TO EXHIBITS

4.1*     Pharmacy Management Services, Inc. 1990 Incentive and Non-statutory
         Stock Option Plan, dated December 23, 1989, assumed by Beverly
         Enterprises, Inc.

4.2*     Pharmacy Management Services, Inc. Amendment to 1990 Incentive and
         Non-statutory Stock Option Plan, dated December 5, 1991, assumed by
         Beverly Enterprises, Inc.

4.3*     Pharmacy Management Services, Inc. Second Amendment to 1990 Incentive
         and  Non-statutory Stock Option Plan, dated June 4, 1993, assumed by
         Beverly Enterprises, Inc.

4.4*     Insta-Care Holdings, Inc. First Employees Stock Option Plan assumed by
         Beverly Enterprises, Inc.

4.5*     Assumption Agreement by and between Beverly Enterprises, Inc. and
         Insta-Care Holdings, Inc. dated as of November 15, 1994.

5.1*     Opinion and Consent of Giroir & Gregory, Professional Association, as
         to the legality of the common stock offered pursuant to the Plans.

23.1*    Consent of Giroir & Gregory, Professional Association (included in
         Exhibit 5.1).

23.2*    Consent of Ernst & Young LLP, Independent Auditors.

24.1*    The Power of Attorney of officers and directors of the Registrant is
         found on the signature page hereof.

_________________

*Filed herewith.