<PAGE>   1

   As filed with the Securities and Exchange Commission on September 21, 1994
                                                        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.)

    5111 Rogers Avenue, Suite 40-A
        Fort Smith, Arkansas                               72919-1000
(Address of principal executive offices)                   (Zip Code)
                       __________________________________

                           BEVERLY ENTERPRISES, INC.
  NON EMPLOYEE DIRECTORS' STOCK OPTION PLAN; AMERICAN TRANSITIONAL HOSPITALS,
   INC. 1993 NONQUALIFIED STOCK OPTION PLAN ASSUMED BY BEVERLY ENTERPRISES, 
    INC.; AND STOCK OPTION AGREEMENT BETWEEN BEVERLY ENTERPRISES, INC. AND 
                    ROBERT C. CROSBY DATED SEPTEMBER 2, 1994
                           (Full Titles of the Plans) 
                       __________________________________

                             Robert W. Pommerville,
               Senior Vice President, General Counsel & Secretary
                         5111 Rogers Avenue, Suite 40-A
                        Fort Smith, Arkansas 72919-1000
                                 (501) 452-6712
           (Name, address and telephone number of agent for service)

                                    Copy to:

                            C. J. Giroir, Jr., Esq.
                            Gordon Y. Allison, Esq.
                   Giroir & Gregory, Professional Association
                         111 Center Street, Suite 1900
                          Little Rock, Arkansas 72201
                                 (501) 372-3000       
                       __________________________________

                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
================================================================================================================
                                                 Proposed              Proposed Maximum
  Title of Securities      Amount to be          Maximum Offering      Aggregate Offering    Amount of
  to be Registered         Registered(1)         Price Per Share(2)    Price(2)              Registration Fee(2)
- ----------------------------------------------------------------------------------------------------------------
  <S>                      <C>                   <C>                   <C>                   <C>
  Common Stock, $.10
  par value                353,451 shares        $ 13.875              $ 4,904,133           $ 1,691.08
================================================================================================================
</TABLE>

(1) The maximum amount of shares issuable pursuant to the Directors' Plan (as
    defined) is 200,000 shares of the Registrant's common stock; the maximum
    amount of shares issuable pursuant to the ATH Plan (as defined) is 114,903
    shares of the Registrant's common stock and the maximum amount of shares
    issuable pursuant to the Crosby Agreement (as defined) is 38,548 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 prices of the Registrant's Common Stock on September 14, 1994 as
    reported on the New York Stock Exchange.
________________________________________________________________________________
<PAGE>   2
                                     PART I

GENERAL NOTE

         This Registration Statement on Form S-8 relates to three different
employee benefit plans (the "Plans") of Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"): (i) the NonEmployee Directors' Stock Option Plan (the
Directors' Plan"); (ii) the American Transitional Hospitals, Inc. 1993
NonQualified Stock Option Plan assumed by Beverly (the "ATH Plan"); and (iii)
the Stock Option Agreement between Beverly and Robert C. Crosby dated September
2, 1994 (the "Crosby Agreement").

         The Directors' Plan.  The Directors' Plan was approved by Beverly's
stockholders at its 1994 Annual Meeting of Stockholders.  The Directors' Plan
has 200,000 shares of Beverly common stock reserved for issuance thereunder.

         The ATH Plan.  On September 2, 1994, pursuant to an agreement and plan
of merger dated June 22, 1994, by and among Beverly, ATH Acquisition, Inc., a
Delaware corporation ("Acquisition"), and American Transitional Hospitals,
Inc., a Delaware corporation ("ATH"), Acquisition was merged with and into ATH,
with ATH being the surviving corporation and becoming a subsidiary of Beverly
(the "Merger Agreement").  Pursuant to the Merger Agreement, on September 2,
1994 Beverly assumed the ATH Plan, which assumption included modification with
respect to the number of shares of Beverly common stock issuable upon exercise
of the outstanding options thereunder, as well as modification to the exercise
price for shares of Beverly common stock underlying the options.  The ATH plan
assumed by Beverly has 114,903 shares of Beverly common stock reserved for
issuance thereunder.

         The Crosby Agreement.  Pursuant to the Merger Agreement, Beverly
assumed an existing Option Agreement dated May 25, 1992 between ATH and Mr.
Robert C. Crosby, which assumption resulted in an agreement dated September 2,
1994 between Beverly and Mr.  Crosby with the number of shares of Beverly
common stock issuable upon exercise of the option being adjusted in accordance
with the merger exchange ratio, as well as modification to the exercise price
for shares issuable upon exercise of the option in accordance with the merger
exchange ratio.  The Crosby Agreement has 38,548 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.





                                       2
<PAGE>   3
                                    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,
                 1993, as amended May 27, 1994 on Form 10-K/A (the "1993
                 Beverly 10-K").

         2.      The portions of the Proxy Statement for the Annual Meeting of
                 Stockholders held May 19, 1994 that have been incorporated by
                 reference in the 1993 Beverly 10-K.

         3.      Quarterly Reports on Form 10-Q for the quarters ended March
                 31, 1994 and June 30, 1994.

         4.      Current Report on Form 8-K dated January 4, 1994, as amended
                 January 7, 1994 on Form 8-K/A.

         5.      Current Report on Form 8-K dated April 7, 1994.

         6.      Registration Statement on Form 8-A dated August 21, 1990 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, 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 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 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





                                      II-1
<PAGE>   4
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.

         (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.





                                      II-2
<PAGE>   5
         (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 persons 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*     NonEmployee Directors' Stock Option Plan.

         Exhibit 4.2*     Assumption Agreement that was executed by and between
                          Beverly Enterprises, Inc. and American Transitional
                          Hospitals, Inc. ("ATH") at the time ATH became a
                          subsidiary of Beverly Enterprises, Inc.

         Exhibit 4.3      American Transitional Hospitals, Inc. 1993
                          NonQualified Stock Option Plan assumed by Beverly
                          Enterprises, Inc.  (Incorporated by reference to
                          Exhibit 10.39 to the Registration Statement on Form
                          S-4 (Amendment No.  1) of Beverly Enterprises, Inc.
                          filed on August 5, 1994 (File No. 33-54501)).

         Exhibit 4.4*     Stock Option Agreement between Beverly Enterprises,
                          Inc. and Robert C. Crosby dated September 2, 1994.





                                      II-3
<PAGE>   6
         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)
                                  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.





                                      II-4
<PAGE>   7
         (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>   8
                                   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 September 20,
1994.

                                           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>
                                               Chairman of the Board,
/s/ DAVID R. BANKS                             President, Chief
- -------------------------------------------    Executive Officer and                 September 20, 1994                
              David R. Banks                   Director


                                               Executive Vice President,
/s/ ROBERT D. WOLTIL                           Finance and Chief
- -------------------------------------------    Financial Officer                     September 20, 1994                 
             Robert D. Woltil                  


                                               Vice President,
/s/ SCOTT M. TABAKIN                           Controller and Chief
- -------------------------------------------    Accounting Officer                    September 20, 1994                    
             Scott M. Tabakin                  
</TABLE>





                                      II-6
<PAGE>   9


<TABLE>
<S>                                            <C>                                   <C>
/s/ BERYL F. ANTHONY, JR.                      Director                              September 20, 1994
- -------------------------------------------                                                            
            Beryl F. Anthony, Jr.
             

/s/ CURT F. BRADBURY                           Director                              September 20, 1994
- -------------------------------------------                                                            
              Curt F. Bradbury



/s/ JAMES R. GREENE                            Director                              September 20, 1994
- -------------------------------------------                                                            
             James R. Greene



/s/ JON E. M. JACOBY                           Director                              September 20, 1994
- -------------------------------------------                                                            
             Jon E. M. Jacoby



/s/ LOUIS W. MENK                              Director                              September 20, 1994
- -------------------------------------------                                                            
              Louis W. Menk



/s/ WILL K. WEINSTEIN                          Director                              September 20, 1994
- -------------------------------------------                                                            
            Will K. Weinstein
</TABLE>





                                      II-7
<PAGE>   10
                               INDEX TO EXHIBITS


Exhibit
- -------

4.1*     NonEmployee Directors' Stock Option Plan.

4.2*     Assumption Agreement that was executed by and between
         Beverly Enterprises, Inc. and American Transitional
         Hospitals, Inc. ("ATH") at the time ATH became a
         subsidiary of Beverly Enterprises, Inc.

4.3      American Transitional Hospitals, Inc. 1993
         NonQualified Stock Option Plan assumed by Beverly
         Enterprises, Inc.  (Incorporated by reference to
         Exhibit 10.39 to the Registration Statement on Form
         S-4 (Amendment No. 1) of Beverly Enterprises, Inc.
         filed on August 5, 1994 (File No. 33-54501)).

4.4*     Stock Option Agreement between Beverly Enterprises,
         Inc. and Robert C.  Crosby dated September 2, 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": 32003}]
{"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": "033-55571", "film-number": "94549841"}, "business-address": {"street1": "1200 S WALDRON RD #155", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5014526712"}}
1

   As filed with the Securities and Exchange Commission on September 21, 1994
                                                        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.)

    5111 Rogers Avenue, Suite 40-A
        Fort Smith, Arkansas                               72919-1000
(Address of principal executive offices)                   (Zip Code)
                       __________________________________

                           BEVERLY ENTERPRISES, INC.
  NON EMPLOYEE DIRECTORS' STOCK OPTION PLAN; AMERICAN TRANSITIONAL HOSPITALS,
   INC. 1993 NONQUALIFIED STOCK OPTION PLAN ASSUMED BY BEVERLY ENTERPRISES, 
    INC.; AND STOCK OPTION AGREEMENT BETWEEN BEVERLY ENTERPRISES, INC. AND 
                    ROBERT C. CROSBY DATED SEPTEMBER 2, 1994
                           (Full Titles of the Plans) 
                       __________________________________

                             Robert W. Pommerville,
               Senior Vice President, General Counsel & Secretary
                         5111 Rogers Avenue, Suite 40-A
                        Fort Smith, Arkansas 72919-1000
                                 (501) 452-6712
           (Name, address and telephone number of agent for service)

                                    Copy to:

                            C. J. Giroir, Jr., Esq.
                            Gordon Y. Allison, Esq.
                   Giroir & Gregory, Professional Association
                         111 Center Street, Suite 1900
                          Little Rock, Arkansas 72201
                                 (501) 372-3000       
                       __________________________________

                        CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                 Proposed              Proposed Maximum
  Title of Securities      Amount to be          Maximum Offering      Aggregate Offering    Amount of
  to be Registered         Registered(1)         Price Per Share(2)    Price(2)              Registration Fee(2)
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.10
  par value                353,451 shares        $ 13.875              $ 4,904,133           $ 1,691.08
================================================================================================================
(1) The maximum amount of shares issuable pursuant to the Directors' Plan (as
    defined) is 200,000 shares of the Registrant's common stock; the maximum
    amount of shares issuable pursuant to the ATH Plan (as defined) is 114,903
    shares of the Registrant's common stock and the maximum amount of shares
    issuable pursuant to the Crosby Agreement (as defined) is 38,548 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 prices of the Registrant's Common Stock on September 14, 1994 as
    reported on the New York Stock Exchange.
________________________________________________________________________________
2
                                     PART I

GENERAL NOTE

         This Registration Statement on Form S-8 relates to three different
employee benefit plans (the "Plans") of Beverly Enterprises, Inc., a Delaware
corporation ("Beverly"): (i) the NonEmployee Directors' Stock Option Plan (the
Directors' Plan"); (ii) the American Transitional Hospitals, Inc. 1993
NonQualified Stock Option Plan assumed by Beverly (the "ATH Plan"); and (iii)
the Stock Option Agreement between Beverly and Robert C. Crosby dated September
2, 1994 (the "Crosby Agreement").

         The Directors' Plan.  The Directors' Plan was approved by Beverly's
stockholders at its 1994 Annual Meeting of Stockholders.  The Directors' Plan
has 200,000 shares of Beverly common stock reserved for issuance thereunder.

         The ATH Plan.  On September 2, 1994, pursuant to an agreement and plan
of merger dated June 22, 1994, by and among Beverly, ATH Acquisition, Inc., a
Delaware corporation ("Acquisition"), and American Transitional Hospitals,
Inc., a Delaware corporation ("ATH"), Acquisition was merged with and into ATH,
with ATH being the surviving corporation and becoming a subsidiary of Beverly
(the "Merger Agreement").  Pursuant to the Merger Agreement, on September 2,
1994 Beverly assumed the ATH Plan, which assumption included modification with
respect to the number of shares of Beverly common stock issuable upon exercise
of the outstanding options thereunder, as well as modification to the exercise
price for shares of Beverly common stock underlying the options.  The ATH plan
assumed by Beverly has 114,903 shares of Beverly common stock reserved for
issuance thereunder.

         The Crosby Agreement.  Pursuant to the Merger Agreement, Beverly
assumed an existing Option Agreement dated May 25, 1992 between ATH and Mr.
Robert C. Crosby, which assumption resulted in an agreement dated September 2,
1994 between Beverly and Mr.  Crosby with the number of shares of Beverly
common stock issuable upon exercise of the option being adjusted in accordance
with the merger exchange ratio, as well as modification to the exercise price
for shares issuable upon exercise of the option in accordance with the merger
exchange ratio.  The Crosby Agreement has 38,548 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.

                                       2
3
                                    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,
                 1993, as amended May 27, 1994 on Form 10-K/A (the "1993
                 Beverly 10-K").

         2.      The portions of the Proxy Statement for the Annual Meeting of
                 Stockholders held May 19, 1994 that have been incorporated by
                 reference in the 1993 Beverly 10-K.

         3.      Quarterly Reports on Form 10-Q for the quarters ended March
                 31, 1994 and June 30, 1994.

         4.      Current Report on Form 8-K dated January 4, 1994, as amended
                 January 7, 1994 on Form 8-K/A.

         5.      Current Report on Form 8-K dated April 7, 1994.

         6.      Registration Statement on Form 8-A dated August 21, 1990 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, 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 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 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

                                      II-1
4
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.

         (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.

                                      II-2
5
         (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 persons 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*     NonEmployee Directors' Stock Option Plan.

         Exhibit 4.2*     Assumption Agreement that was executed by and between
                          Beverly Enterprises, Inc. and American Transitional
                          Hospitals, Inc. ("ATH") at the time ATH became a
                          subsidiary of Beverly Enterprises, Inc.

         Exhibit 4.3      American Transitional Hospitals, Inc. 1993
                          NonQualified Stock Option Plan assumed by Beverly
                          Enterprises, Inc.  (Incorporated by reference to
                          Exhibit 10.39 to the Registration Statement on Form
                          S-4 (Amendment No.  1) of Beverly Enterprises, Inc.
                          filed on August 5, 1994 (File No. 33-54501)).

         Exhibit 4.4*     Stock Option Agreement between Beverly Enterprises,
                          Inc. and Robert C. Crosby dated September 2, 1994.

                                      II-3
6
         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)
                                  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.

                                      II-4
7
         (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
8
                                   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 September 20,
1994.

                                           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
- ----------                                     -----                                 ----
Chairman of the Board,
/s/ DAVID R. BANKS                             President, Chief
- -------------------------------------------    Executive Officer and                 September 20, 1994                
              David R. Banks                   Director

                                               Executive Vice President,
/s/ ROBERT D. WOLTIL                           Finance and Chief
- -------------------------------------------    Financial Officer                     September 20, 1994                 
             Robert D. Woltil                  

                                               Vice President,
/s/ SCOTT M. TABAKIN                           Controller and Chief
- -------------------------------------------    Accounting Officer                    September 20, 1994                    
             Scott M. Tabakin
II-6
9
/s/ BERYL F. ANTHONY, JR.                      Director                              September 20, 1994
- -------------------------------------------                                                            
            Beryl F. Anthony, Jr.
             

/s/ CURT F. BRADBURY                           Director                              September 20, 1994
- -------------------------------------------                                                            
              Curt F. Bradbury

/s/ JAMES R. GREENE                            Director                              September 20, 1994
- -------------------------------------------                                                            
             James R. Greene

/s/ JON E. M. JACOBY                           Director                              September 20, 1994
- -------------------------------------------                                                            
             Jon E. M. Jacoby

/s/ LOUIS W. MENK                              Director                              September 20, 1994
- -------------------------------------------                                                            
              Louis W. Menk

/s/ WILL K. WEINSTEIN                          Director                              September 20, 1994
- -------------------------------------------                                                            
            Will K. Weinstein
II-7
10
                               INDEX TO EXHIBITS

Exhibit
- -------

4.1*     NonEmployee Directors' Stock Option Plan.

4.2*     Assumption Agreement that was executed by and between
         Beverly Enterprises, Inc. and American Transitional
         Hospitals, Inc. ("ATH") at the time ATH became a
         subsidiary of Beverly Enterprises, Inc.

4.3      American Transitional Hospitals, Inc. 1993
         NonQualified Stock Option Plan assumed by Beverly
         Enterprises, Inc.  (Incorporated by reference to
         Exhibit 10.39 to the Registration Statement on Form
         S-4 (Amendment No. 1) of Beverly Enterprises, Inc.
         filed on August 5, 1994 (File No. 33-54501)).

4.4*     Stock Option Agreement between Beverly Enterprises,
         Inc. and Robert C.  Crosby dated September 2, 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.