UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) February 3, 2005




                            BEVERLY ENTERPRISES, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

        Delaware                       1-9550                    62-1691861
-----------------------------       --------------          --------------------
(State or Other Jurisdiction         (Commission              (I.R.S. Employer
     of Incorporation)               File Number)            Identification No.)
                                                     


        One Thousand Beverly Way
         Fort Smith, Arkansas                                       72919
-----------------------------------------                        ------------
(Address of Principal Executive Offices)                          (Zip Code)


        Registrant's telephone number including area code (479) 201-2000

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events

     The Company issued the press release attached hereto as Exhibit 99.1 in
response to the alternative expressions of interest by the Appaloosa Group in
acquiring the Company.

Item 9.01 Financial Statements and Exhibits

     (a)  Exhibits

          Exhibit No.       Exhibit
          -----------       -------              
             99.1           Press Release



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: February 3, 2005                 BEVERLY ENTERPRISES, INC.


                                        By: /s/ Pamela H. Daniels               
                                           -------------------------------------
                                        Name:  Pamela H. Daniels
                                        Title: Senior Vice President, Controller
                                               and Chief Accounting Officer




                                  EXHIBIT INDEX

Exhibit No.       Exhibit
-----------       -------
   99.1           Press Release