<PAGE>   1
      As filed with the Securities and Exchange Commission on July 27, 2001
                                                       Registration No. ________

================================================================================



                       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)


<TABLE>

<S>                                 <C>                                                          <C>
            DELAWARE                                 ONE THOUSAND BEVERLY WAY                        62-1691861
  (State or Other Jurisdiction                      FORT SMITH, ARKANSAS 72919                     (I.R.S. Employer
of Incorporation or Organization)   (Address of Principal Executive Offices Including Zip Code)   Identification No.)
</TABLE>

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

                            BEVERLY ENTERPRISES, INC.
                          1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

                                JOHN W. MACKENZIE
                    VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
                            BEVERLY ENTERPRISES, INC.
                            ONE THOUSAND BEVERLY WAY
                           FORT SMITH, ARKANSAS 72919
                     (Name and Address of Agent For Service)

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

                                 (501) 201-2000
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE            OFFERING PRICE             AGGREGATE             AMOUNT OF
     TO BE REGISTERED              REGISTERED               PER SHARE              OFFERING PRICE       REGISTRATION FEE
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------

<S>                           <C>                      <C>                     <C>                       <C>
     COMMON STOCK, PAR             5,000,000                $10.00(1)               $50,000,000               $12,500
 VALUE $0.10 PER SHARE(2)
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
</TABLE>

(1)     Estimated solely for the purpose of calculating the registration fee.

(2)     These shares are additional shares which have been authorized by the
        Company for offer under the Company's 1997 Long-Term Incentive Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 5,000,000 shares
        subject to options that have not yet been granted is calculated based
        upon the average high and low prices of the Common Stock reported on
        July 25, 2001, which is $10.00 per share.



<PAGE>   2







                                      NOTE

         The purpose of this Form S-8 is to increase by 5,000,000 the number of
shares which may be made subject to awards under the Company's 1997 Long-Term
Incentive Plan. In accordance with the instructions to Form S-8, the Company
hereby incorporates herein by reference the Form S-8 filed by the Company with
respect to the Plan on December 8, 1997 (SEC File No. 333-41669), together with
all exhibits filed therewith or incorporated therein by reference.



                                       I-1
<PAGE>   3








                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         In addition to those exhibits filed with the Registration Statement
being incorporated by reference into this filing, each of the following exhibits
is filed herewith:

         Exhibit 5.1       Opinion of John W. MacKenzie, Esq.

         Exhibit 23.1      Consent of John W. MacKenzie, Esq.
                           (contained in Exhibit 5.1)

         Exhibit 23.2      Consent of Ernst & Young LLP









                                      II-1

<PAGE>   4




                                    SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, the Company
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, thereunto duly
authorized, in the City of Fort Smith, State of Arkansas, on this 27th day of
July, 2001.

                               BEVERLY ENTERPRISES, INC.

                               By: /s/ JOHN W. MACKENZIE
                                       John W. MacKenzie
                                       Vice President and Deputy General Counsel


                                      II-2

<PAGE>   5




                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints John
W. MacKenzie, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, 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 attorney-in-fact and
agent 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 attorney-in-fact and agent, 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.

<TABLE>
<CAPTION>

                 Signature                                         Title                                Date
                 ---------                                         -----                                ----
<S>                                          <C>                                                  <C>
             /s/ DAVID R. BANKS                     Chairman of the Board and Director
              David R. Banks                                                                        July 26, 2001


            /s/ WILLIAM R. FLOYD              President, Chief Executive Officer and Director       July 26, 2001
             William R. Floyd                          (Principal Executive Officer)

           /s/ PAMELA H. DANIELS                   Senior Vice President and Controller             July 26, 2001
             Pamela H. Daniels                 (Principal Financial and Accounting Officer)

         /s/ BERYL F. ANTHONY, JR.                               Director                           July 26, 2001
            Beryl F. Anthony, Jr.

        /s/ HARRIS DIAMOND                                       Director                           July 21, 2001
              Harris Diamond

            /s/ JAMES R. GREENE                                  Director                           July 24, 2001
              James R. Greene

           /s/ JOHN P. HOWE, III                                 Director                           July 26, 2001
             John P. Howe, III

           /s/ EDITH E. HOLIDAY                                  Director                           July 26, 2001
             Edith E. Holiday

            /s/ JAMES W. MCLANE                                  Director                           July 26, 2001
              James W. McLane

       /s/ MARILYN R. SEYMANN, PH.D.                             Director                           July 26, 2001
         Marilyn R. Seymann, Ph.D.
</TABLE>



                                      II-3

<PAGE>   6


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

      Exhibit
      Number                   Description
      -------                  -----------
<S>               <C>
        5.1       Opinion of John W. MacKenzie, Esq.

        23.1      Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1)

        23.2      Consent of Ernst & Young LLP
</TABLE>


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "d89349s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9037}]
{"company-data": {"conformed-name": "BEVERLY ENTERPRISES INC", "cik": "0001040441", "assigned-sic": "8051", "irs-number": "621691861", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66026", "film-number": "1690731"}, "business-address": {"street1": "ONE THOUSAND BEVERLY WAY", "city": "FORT SMITH", "state": "AR", "zip": "72919", "phone": "5014526712"}, "mail-address": {"street1": "ONE THOUSAND BEVERLY WAY", "city": "FORT SMITH", "state": "AR", "zip": "72919"}, "former-company": {"former-conformed-name": "NEW BEVERLY HOLDINGS INC", "date-changed": "19970604"}}
1
      As filed with the Securities and Exchange Commission on July 27, 2001
                                                       Registration No. ________

================================================================================

                       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                                 ONE THOUSAND BEVERLY WAY                        62-1691861
  (State or Other Jurisdiction                      FORT SMITH, ARKANSAS 72919                     (I.R.S. Employer
of Incorporation or Organization)   (Address of Principal Executive Offices Including Zip Code)   Identification No.)
----------------

                            BEVERLY ENTERPRISES, INC.
                          1997 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

                                JOHN W. MACKENZIE
                    VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
                            BEVERLY ENTERPRISES, INC.
                            ONE THOUSAND BEVERLY WAY
                           FORT SMITH, ARKANSAS 72919
                     (Name and Address of Agent For Service)

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

                                 (501) 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               PER SHARE              OFFERING PRICE       REGISTRATION FEE
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
COMMON STOCK, PAR             5,000,000                $10.00(1)               $50,000,000               $12,500
 VALUE $0.10 PER SHARE(2)
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
(1)     Estimated solely for the purpose of calculating the registration fee.

(2)     These shares are additional shares which have been authorized by the
        Company for offer under the Company's 1997 Long-Term Incentive Plan.
        Pursuant to Rule 457(h)(1), the filing fee for the 5,000,000 shares
        subject to options that have not yet been granted is calculated based
        upon the average high and low prices of the Common Stock reported on
        July 25, 2001, which is $10.00 per share.
2

                                      NOTE

         The purpose of this Form S-8 is to increase by 5,000,000 the number of
shares which may be made subject to awards under the Company's 1997 Long-Term
Incentive Plan. In accordance with the instructions to Form S-8, the Company
hereby incorporates herein by reference the Form S-8 filed by the Company with
respect to the Plan on December 8, 1997 (SEC File No. 333-41669), together with
all exhibits filed therewith or incorporated therein by reference.

                                       I-1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         In addition to those exhibits filed with the Registration Statement
being incorporated by reference into this filing, each of the following exhibits
is filed herewith:

         Exhibit 5.1       Opinion of John W. MacKenzie, Esq.

         Exhibit 23.1      Consent of John W. MacKenzie, Esq.
                           (contained in Exhibit 5.1)

         Exhibit 23.2      Consent of Ernst & Young LLP

                                      II-1
4

                                    SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, the Company
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, thereunto duly
authorized, in the City of Fort Smith, State of Arkansas, on this 27th day of
July, 2001.

                               BEVERLY ENTERPRISES, INC.

                               By: /s/ JOHN W. MACKENZIE
                                       John W. MacKenzie
                                       Vice President and Deputy General Counsel

                                      II-2
5

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints John
W. MacKenzie, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, 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 attorney-in-fact and
agent 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 attorney-in-fact and agent, 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/ DAVID R. BANKS                     Chairman of the Board and Director
              David R. Banks                                                                        July 26, 2001

            /s/ WILLIAM R. FLOYD              President, Chief Executive Officer and Director       July 26, 2001
             William R. Floyd                          (Principal Executive Officer)

           /s/ PAMELA H. DANIELS                   Senior Vice President and Controller             July 26, 2001
             Pamela H. Daniels                 (Principal Financial and Accounting Officer)

         /s/ BERYL F. ANTHONY, JR.                               Director                           July 26, 2001
            Beryl F. Anthony, Jr.

        /s/ HARRIS DIAMOND                                       Director                           July 21, 2001
              Harris Diamond

            /s/ JAMES R. GREENE                                  Director                           July 24, 2001
              James R. Greene

           /s/ JOHN P. HOWE, III                                 Director                           July 26, 2001
             John P. Howe, III

           /s/ EDITH E. HOLIDAY                                  Director                           July 26, 2001
             Edith E. Holiday

            /s/ JAMES W. MCLANE                                  Director                           July 26, 2001
              James W. McLane

       /s/ MARILYN R. SEYMANN, PH.D.                             Director                           July 26, 2001
         Marilyn R. Seymann, Ph.D.
II-3
6

                                  EXHIBIT INDEX
Exhibit
      Number                   Description
      -------                  -----------
5.1       Opinion of John W. MacKenzie, Esq.

        23.1      Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1)

        23.2      Consent of Ernst & Young LLP
II-4