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)                         August 4, 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 2.02  Results of Operations and Financial Condition.

     On August 4, 2005, Beverly Enterprises, Inc. (the "Company") issued a press
release with  financial  statements  and schedules  that are attached  hereto as
exhibit  99.1.  In the  press  release,  the  Company  announced  financial  and
operating results for the quarter ended June 30, 2005.

     The attached press release includes, among other things,  references to the
Company's  performance in terms of EBITDA, which the Company defines as earnings
from continuing  operations before interest expense  (including costs related to
early extinguishments of debt), interest income, income taxes,  depreciation and
amortization.  EBITDA  margin is EBITDA as a percentage  of revenues.  EBITDA is
commonly  used by the  Company's  lenders and  investors  to assess its leverage
capacity,  debt service  ability and  liquidity,  and the Company uses EBITDA to
evaluate  financial  performance  and  to  design  incentive   compensation  for
management.  EBITDA is not considered a measure of financial  performance  under
U.S. generally accepted accounting  principles ("GAAP"),  and the items excluded
from EBITDA are  significant  components  in  understanding  and  assessing  the
Company's  financial  performance.   EBITDA  should  not  be  considered  as  an
alternative  to net  income,  cash  flows  provided  by or  used  in  operating,
investing or financing activities or other financial statement data presented in
the  Company's  consolidated  financial  statements as an indicator of financial
performance or liquidity. Since EBITDA is not a measure determined in accordance
with GAAP and is thus susceptible to varying calculations, EBITDA, as presented,
may not be comparable to other similarly titled measures of other companies.

     EBITDA has  limitations as an analytical  tool, and you should not consider
it in  isolation or as a substitute  for  analysis of the  Company's  results as
reported under GAAP. Some of these limitations are:

     o    EBITDA does not reflect the  Company's  cash  expenditures,  or future
          requirements, for capital expenditures or contractual commitments;
     o    EBITDA does not  reflect  changes in, or cash  requirements  for,  the
          Company's working capital needs;
     o    EBITDA does not reflect  interest  expense,  or the cash  requirements
          necessary to service interest or principal payments,  on the Company's
          debt; and
     o    although  depreciation  and  amortization  are non-cash  charges,  the
          assets being  depreciated and amortized will often have to be replaced
          in the future,  and EBITDA does not reflect any cash  requirements for
          such replacements.

     Because of these limitations,  EBITDA should not be considered as a measure
of  discretionary  cash  available to the Company to invest in the growth of its
business.  The Company compensates for these limitations by relying primarily on
its GAAP results and using EBITDA only supplementally.


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Item 9.01   Financial Statement, Pro Forma Financial Information and Exhibits.

      (a)     Exhibits

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


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                                    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:  August 4, 2005              BEVERLY ENTERPRISES, INC.


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

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                                  EXHIBIT INDEX

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


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