
<PAGE>   1
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________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q

(MARK ONE)
    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   ___    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
          JUNE 30, 1994

   ___    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
          __________ TO __________


                         COMMISSION FILE NUMBER 1-9550


                           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)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (501) 452-6712


INDICATE BY CHECK MARK WHETHER REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                               YES  X     NO     
                                   ___       ___ 
                                   
       SHARES OF REGISTRANT'S COMMON STOCK, $.10 PAR VALUE, OUTSTANDING,
          EXCLUSIVE OF TREASURY SHARES, AT JULY 29, 1994 -- 83,110,802


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


______________________________________________________________________________
<PAGE>   2



                           BEVERLY ENTERPRISES, INC.

                                   FORM 10-Q

                                 JUNE 30, 1994

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION                                                                       PAGE
                                                                                                      ----
<S>                                                                                                    <C>
         Item 1.  Financial Statements (Unaudited)
                       Condensed Consolidated Balance Sheets  . . . . . . . . . . . . . . . . . .       2
                       Condensed Consolidated Statements of Income  . . . . . . . . . . . . . . .       3
                       Condensed Consolidated Statements of Cash Flows  . . . . . . . . . . . . .       4
                       Notes to Condensed Consolidated Financial Statements   . . . . . . . . . .       5
         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations   . . . . . . . . . . . . . . . . . . . .       8

Part II -- Other Information

         Item 1.  Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
         Item 4.  Submission of Matters to a Vote of Security Holders   . . . . . . . . . . . . .      12
         Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . .      13
</TABLE>





                                       1
<PAGE>   3
                                     PART I

                           BEVERLY ENTERPRISES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1994 AND DECEMBER 31, 1993

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               JUNE 30,    DECEMBER 31,
                                                                                 1994          1993
                                                                                 ----          ----
                                                                              (UNAUDITED)
<S>                                                                          <C>          <C>
                            ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .    $   75,182   $    73,773
  Accounts receivable-patient, less allowance for doubtful accounts:
    1994 - $20,068; 1993 - $19,561  . . . . . . . . . . . . . . . . . . .       356,332       340,249
  Accounts receivable-nonpatient, less allowance for doubtful accounts:
    1994 - $283; 1993 - $343  . . . . . . . . . . . . . . . . . . . . . .         6,162         6,329
  Notes receivable  . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,882         4,617
  Operating supplies  . . . . . . . . . . . . . . . . . . . . . . . . . .        61,571        62,915
  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .        25,674        27,050
  Prepaid expenses and other  . . . . . . . . . . . . . . . . . . . . . .        38,213        33,817
                                                                             ----------   -----------
         Total current assets . . . . . . . . . . . . . . . . . . . . . .       567,016       548,750

Property and equipment, net of accumulated depreciation and amortization:
    1994 - $564,087; 1993 - $544,611  . . . . . . . . . . . . . . . . . .     1,181,869     1,153,370

Other assets:
  Notes receivable, less allowance for doubtful notes:
    1994 - $9,865; 1993 - $10,440 . . . . . . . . . . . . . . . . . . . .        41,232        41,689
  Designated and restricted funds . . . . . . . . . . . . . . . . . . . .        40,274        44,948
  Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        72,347        72,209
  Operating and leasehold rights and licenses, net  . . . . . . . . . . .        24,312        25,819
  Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       110,848       106,745
                                                                             ----------   -----------
         Total other assets . . . . . . . . . . . . . . . . . . . . . . .       289,013       291,410
                                                                             ----------   -----------
                                                                             $2,037,898   $ 1,993,530
                                                                             ==========   ===========

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  124,709   $   119,212
  Accrued wages and related liabilities . . . . . . . . . . . . . . . . .       124,525       126,909
  Accrued interest  . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,715         9,519
  Accrued restructuring costs . . . . . . . . . . . . . . . . . . . . . .        17,402        34,310
  Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . .        69,886        63,433
  Current portion of long-term obligations  . . . . . . . . . . . . . . .        41,631        42,873
  Income taxes payable  . . . . . . . . . . . . . . . . . . . . . . . . .         3,589           625
                                                                             ----------   -----------
         Total current liabilities  . . . . . . . . . . . . . . . . . . .       391,457       396,881
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . .       712,893       706,695
Deferred income taxes payable . . . . . . . . . . . . . . . . . . . . . .        70,641        72,765
Other liabilities and deferred items  . . . . . . . . . . . . . . . . . .        78,649        78,180
Commitments and contingencies
Stockholders' equity:
  Preferred stock:
    Series B, shares issued and outstanding: 3,000,000  . . . . . . . . .       150,000       150,000
    Series A, shares issued and outstanding: 999,999  . . . . . . . . . .            --       100,000
    Funds designated for the redemption of Series A preferred stock . . .            --      (100,000)
  Common stock, shares issued:
    1994 - 87,081,560; 1993 - 85,845,400  . . . . . . . . . . . . . . . .         8,708         8,585
  Additional paid-in capital  . . . . . . . . . . . . . . . . . . . . . .       592,459       578,239
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .        73,226        42,320
  Treasury stock, at cost: 3,977,800 shares . . . . . . . . . . . . . . .       (40,135)      (40,135)
                                                                             ----------   ----------- 
         Total stockholders' equity . . . . . . . . . . . . . . . . . . .       784,258       739,009
                                                                             ----------   -----------
                                                                             $2,037,898   $ 1,993,530
                                                                             ==========   ===========
</TABLE>


                            See accompanying notes.





                                       2
<PAGE>   4
                           BEVERLY ENTERPRISES, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

         THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 1994 AND 1993

                                  (UNAUDITED)

                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                                                            
                                                                   JUNE 30,                     JUNE 30,
                                                                   --------                     --------
                                                               1994          1993           1994          1993
                                                               ----          ----           ----          ----
<S>                                                          <C>          <C>           <C>          <C>
Net operating revenues  . . . . . . . . . . . . . . . . .    $719,030     $ 714,440     $ 1,431,218  $1,405,657
Interest income . . . . . . . . . . . . . . . . . . . . .       3,623         3,722           7,330       7,030
                                                             --------     ---------     -----------  ----------
       Total revenues . . . . . . . . . . . . . . . . . .     722,653       718,162       1,438,548   1,412,687
Costs and expenses:
  Operating and administrative:
    Wages and related . . . . . . . . . . . . . . . . . .     386,662       392,680         771,778     778,123
    Other . . . . . . . . . . . . . . . . . . . . . . . .     270,713       265,927         541,351     522,158
  Interest  . . . . . . . . . . . . . . . . . . . . . . .      14,544        16,303          28,995      32,565
  Depreciation and amortization . . . . . . . . . . . . .      21,513        21,556          44,139      42,687
                                                             --------     ---------     -----------  ----------
       Total costs and expenses . . . . . . . . . . . . .     693,432       696,466       1,386,263   1,375,533
                                                             --------     ---------     -----------  ----------

Income before provision for income taxes  . . . . . . . .      29,221        21,696          52,285      37,154
Provision for income taxes  . . . . . . . . . . . . . . .       9,643         7,160          17,254      12,261
                                                             --------     ---------     -----------  ----------
Net income  . . . . . . . . . . . . . . . . . . . . . . .    $ 19,578     $  14,536     $    35,031  $   24,893
                                                             ========     =========     ===========  ==========

Net income per share of common stock:
  Primary . . . . . . . . . . . . . . . . . . . . . . . .    $    .21     $     .18     $       .37  $      .31
                                                             ========     =========     ===========  ==========
  Fully diluted . . . . . . . . . . . . . . . . . . . . .    $    .20     $     .17     $       .37  $      .30
                                                             ========     =========     ===========  ==========

Shares used to compute net income per share:
  Primary . . . . . . . . . . . . . . . . . . . . . . . .      84,521        81,299          84,444      81,308
                                                             ========     =========     ===========  ==========
  Fully diluted . . . . . . . . . . . . . . . . . . . . .      95,774        88,481          84,443      88,465
                                                             ========     =========     ===========  ==========
</TABLE>



         Primary earnings per share for the three-month and six-month periods
ended June 30, 1994 and fully diluted earnings per share for the six-month
period ended June 30, 1994 were computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares of common stock outstanding during the period and the weighted average
number of shares issuable upon exercise of stock options, calculated using the
treasury stock method.  For fully diluted earnings per share, conversion of the
Company's Series B preferred stock (as defined herein), 7.625% convertible
subordinated debentures and zero coupon notes would have an anti-dilutive
effect for such periods and, therefore, were not assumed.  Fully diluted
earnings per share for the three-month period ended June 30, 1994 was computed
by dividing net income by the weighted average number of shares of common stock
outstanding during the period, the weighted average number of shares issuable
upon exercise of stock options, calculated using the treasury stock method, and
the assumed conversion of the Company's Series B preferred stock.  Conversion
of the Company's 7.625% convertible subordinated debentures and zero coupon
notes would have an anti-dilutive effect and, therefore, were not assumed.

         Primary earnings per share for the three-month and six-month periods
ended June 30, 1993 were computed by dividing net income by the weighted
average number of shares of common stock and dilutive common stock equivalents
outstanding during the period.  Common stock equivalents included the Company's
Series A preferred stock (as defined herein) and the weighted average number of
shares issuable upon exercise of stock options, calculated using the treasury
stock method.  Fully diluted earnings per share for the three-month and
six-month periods ended June 30, 1993 were computed as above and assumed
conversion of the Company's 9% convertible subordinated debentures.  Conversion
of the Company's 7.625% convertible subordinated debentures and zero coupon
notes would have an anti-dilutive effect and, therefore, were not assumed.


                            See accompanying notes.





                                       3
<PAGE>   5
                           BEVERLY ENTERPRISES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 1994 AND 1993

                                  (UNAUDITED)

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 1994        1993
                                                                                 ----        ----
<S>                                                                            <C>        <C>
Cash flows from operating activities:
      Net income          . . . . . . . . . . . . . . . . . . . . . . . .      $ 35,031   $  24,893
      Adjustments to reconcile net income to net cash provided by
        operating activities:
           Depreciation and amortization  . . . . . . . . . . . . . . . .        44,139      42,687
           Provision for reserves and discounts on patient, notes
             and other receivables, net . . . . . . . . . . . . . . . . .         6,483       9,261
           Gains on dispositions of facilities, net . . . . . . . . . . .        (3,100)     (2,037)
           Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . .           833      (1,447)
           Net increase (decrease) in insurance reserves  . . . . . . . .           198      (9,597)
           Changes in operating assets and liabilities,
             net of acquisitions and dispositions:
               Accounts receivable - patient  . . . . . . . . . . . . . .       (24,358)    (16,481)
               Operating supplies . . . . . . . . . . . . . . . . . . . .          (677)       (263)
               Prepaid expenses and other receivables . . . . . . . . . .        (2,150)     (3,777)
               Accounts payable and other accrued expenses  . . . . . . .           773      (4,088)
               Income taxes payable . . . . . . . . . . . . . . . . . . .         1,790       4,684
               Other, net . . . . . . . . . . . . . . . . . . . . . . . .        (7,502)     (4,838)
                                                                               --------   --------- 
                   Total adjustments  . . . . . . . . . . . . . . . . . .        16,429      14,104
                                                                               --------   ---------
                   Net cash provided by operating activities  . . . . . .        51,460      38,997
Cash flows from investing activities:
      Payments for acquisitions, net of cash acquired . . . . . . . . . .       (29,113)    (18,964)
      Proceeds from dispositions of facilities and other assets . . . . .        32,764       5,850
      Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . .       (39,199)    (40,012)
      Construction in progress, net . . . . . . . . . . . . . . . . . . .       (13,323)     (4,601)
      Payments on notes receivable  . . . . . . . . . . . . . . . . . . .         5,756       2,193
      Other, net          . . . . . . . . . . . . . . . . . . . . . . . .       (11,599)     (5,220)
                                                                               --------   --------- 
                   Net cash used for investing activities . . . . . . . .       (54,714)    (60,754)
Cash flows from financing activities:
      Proceeds from issuance of long-term obligations . . . . . . . . . .        25,000      41,541
      Net borrowings under revolving credit agreement . . . . . . . . . .            --       5,000
      Repayments of long-term obligations . . . . . . . . . . . . . . . .       (29,374)    (32,318)
      Proceeds from exercise of stock options . . . . . . . . . . . . . .        13,508         986
      Deferred financing costs  . . . . . . . . . . . . . . . . . . . . .        (3,141)     (5,574)
      Dividends paid      . . . . . . . . . . . . . . . . . . . . . . . .        (4,125)       (500)
      Proceeds from designated funds, net . . . . . . . . . . . . . . . .         2,795         757
                                                                               --------   ---------
                   Net cash provided by financing activities  . . . . . .         4,663       9,892
                                                                               --------   ---------
Net increase (decrease) in cash and cash equivalents  . . . . . . . . . .         1,409     (11,865)
Cash and cash equivalents at beginning of period  . . . . . . . . . . . .        73,773      49,597
                                                                               --------   ---------
Cash and cash equivalents at end of period  . . . . . . . . . . . . . . .      $ 75,182   $  37,732
                                                                               ========   =========

Supplemental schedule of cash flow information:
      Cash paid during the period for:
        Interest (net of amount capitalized)  . . . . . . . . . . . . . .      $ 28,799   $  31,729
        Income taxes (net of refunds) . . . . . . . . . . . . . . . . . .        14,631       8,875
</TABLE>


                            See accompanying notes.





                                       4
<PAGE>   6
                           BEVERLY ENTERPRISES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1994

                                  (UNAUDITED)



         (i)     The condensed consolidated financial statements included
herein have been prepared by the Company, without audit, and include all
adjustments of a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the three-month and six-month periods ended June 30, 1994 and 1993 pursuant to
the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures in these condensed consolidated financial
statements are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated  financial  statements  and  the  notes
thereto  included  in  the  Company's  1993 Annual  Report on Form  10-K filed
with the Securities and Exchange Commission.  The results of operations for the
three-month and six-month periods ended June 30, 1994 are not necessarily
indicative of the results for a full year.  Unless the context indicates
otherwise, the Company means Beverly Enterprises, Inc. and its consolidated
subsidiaries.

         Certain prior year amounts have been reclassified to conform with the
1994 presentation.

         (ii)    The provisions for income taxes for the three-month and
six-month periods ended June 30, 1994 and 1993 are based on estimated annual
tax rates of 33%.  The Company's effective tax rate is lower than the federal
statutory rate primarily due to the utilization of certain tax credit
carryforwards, partially offset by the impact of state income taxes.  The
provisions for income taxes consist of the following for the three-month and
six-month periods ended June 30 (in thousands):

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                                                     
                                                          JUNE 30,                       JUNE 30,
                                                          --------                       --------
                                                     1994           1993           1994               1993
                                                     ----           ----           ----               ----
   <S>                                             <C>            <C>          <C>                 <C>
   Federal:
        Current . . . . . . . . . . . . . . . .    $ 7,054        $   5,387    $   13,026          $  10,126
        Deferred  . . . . . . . . . . . . . . .        251               38            45               (837)

   State:
        Current . . . . . . . . . . . . . . . .      2,086            1,311         3,395              2,385
        Deferred  . . . . . . . . . . . . . . .        252              424           788                587
                                                   -------        ---------    ----------          ---------
                                                   $ 9,643        $   7,160    $   17,254          $  12,261
                                                   =======        =========    ==========          =========
</TABLE>


         (iii)   During the six months ended June 30, 1994, the Company
acquired 10 nursing facilities (1,246 beds), which were previously leased by
the Company, and certain other assets, for approximately $29,163,000 cash,
approximately $9,580,000 assumed and acquired debt and approximately $1,143,000
security and other deposits.  Also during such period, the Company sold,
subleased or terminated the leases on 42 nursing facilities (3,735 beds) (11 of
such facilities were included in the 1992 restructuring program discussed
below) and certain other assets for cash proceeds of approximately $33,417,000
and approximately $681,000 notes receivable.  The Company recognized  pre-tax
losses of approximately $9,000,000 for the 11 facilities included in the 1992
restructuring program.  Such losses were included in the $57,000,000 pre-tax
restructuring charge discussed below.  The Company recognized pre-tax gains of
approximately $3,000,000 related to the remaining dispositions, which were
primarily included in the Company's operating results for the six months ended
June 30, 1994.  The operations of these facilities were immaterial to the
Company's financial position and results of operations.

         During the year ended December 31, 1992, the Company recognized a
$57,000,000 pre-tax restructuring charge related to a program to discontinue
the Company's operation of 33 nursing facilities with historically poor
financial performance, and to replace, relocate or sell certain other assets
(the "1992 restructuring program").  This charge included the estimated
operating losses to be incurred by these 33 facilities during the anticipated
period required





                                       5
<PAGE>   7
                           BEVERLY ENTERPRISES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)


to implement the program. Certain transactions which were reserved as part of
the 1992 restructuring program were not completed by the originally anticipated
one-year implementation period; however, it is anticipated that the remaining
transactions will be substantially completed during 1994.  The Company
evaluates the reserves established in connection with the remaining
transactions on a regular basis and believes the current reserves are adequate.

         On July 8, 1994, the Company filed a Registration Statement on Form
S-4 with the Securities and Exchange Commission to register 3,099,030 common
shares, all or a portion of which will be used for the acquisition of American
Transitional Hospitals, Inc. ("ATH"), as previously announced.  The Company
filed an amendment to such Registration Statement which was declared effective
on August 5, 1994.  The stockholders of ATH have until September 1, 1994, to
vote on the transaction.  The Company anticipates that the acquisition will be
accounted for as a pooling-of-interests and closing is expected to occur on or
before September 30, 1994.  The transaction is subject to the satisfaction of
certain conditions, including receipt of ATH stockholder approvals.  The
acquisition of ATH by the Company is not expected to have a material effect on
the Company's financial position or results of operations.

         The Company has entered into an agreement to purchase three
institutional pharmacy subsidiaries of Synetic, Inc., through Pharmacy
Corporation of America, a subsidiary of the Company, in exchange for cash of
approximately $107,300,000.  The acquisition will be accounted for as a
purchase.  Closing is subject to satisfaction of certain conditions, including
receipt of regulatory and Synetic stockholder approvals.  The Company has
obtained a financing commitment to complete the transaction.  The Synetic
businesses provide pharmaceutical dispensing services in New England and
Indiana to approximately 45,000 patients in various institutions, including
nursing homes, transitional care facilities, correctional facilities and group
homes.

         (iv)    In May 1994, the Company entered into a $25,000,000 promissory
note (the "Note") which bears interest at the rate of 7.75% per annum.  The
Note is due in equal quarterly installments of approximately $708,000,
including principal and interest, beginning in September, 1994, with a balloon
payment due in June, 2001.  The Note is secured by a mortgage interest in 11
nursing facilities and a security interest in certain personal property.  In
addition, the Company amended certain of its credit agreements during the
second quarter of 1994 to change various restrictive covenants, release certain
collateral and adjust the interest rate calculations.

         During 1993, the Company completed the sale of 3,000,000 shares of
$2.75 Cumulative Convertible Exchangeable Preferred Stock (the "Series B
preferred stock") through a public offering.  On January 3, 1994, the Company
used approximately $100,000,000 of the net proceeds from such offering to
redeem all of the Company's cumulative convertible preferred stock (the "Series
A preferred stock").

         (v)     There are various lawsuits and regulatory actions pending
against the Company arising in the normal course of business, some of which
seek punitive damages.  The Company does not believe that the ultimate
resolution of these matters will have a material adverse effect on the
Company's consolidated financial position or results of operations.

         (vi)    Effective July 31, 1987, Beverly Enterprises, a California
corporation ("Beverly California"), became a wholly-owned subsidiary of
Beverly Enterprises, Inc., a Delaware corporation ("Beverly Delaware").
Beverly Delaware (the parent) provides financial, administrative and legal
services to Beverly California for which Beverly California is charged
management fees.





                                       6
<PAGE>   8
                           BEVERLY ENTERPRISES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)


         The following summarized unaudited financial information is being
reported because Beverly California's 7.625% convertible subordinated
debentures due March 2003 and its zero coupon notes (collectively, the "Debt
Securities") and its senior secured notes (the "Senior Secured Notes") are
publicly held.  Beverly Delaware is co-obligor of the Debt Securities and
guarantor of the Senior Secured Notes.  Summary unaudited financial information
for Beverly California is as follows (in thousands):

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                                                         
                                                                   JUNE 30,                  JUNE 30,
                                                                   --------                  --------
                                                                1994      1993           1994          1993
                                                                ----      ----           ----          ----
        <S>                                                  <C>       <C>           <C>          <C>
        Total revenues  . . . . . . . . . . . . . . . . .    $722,934  $ 718,519     $ 1,439,082  $ 1,413,337
        Total costs and expenses  . . . . . . . . . . . .     693,706    696,832       1,386,839    1,376,267
        Net income  . . . . . . . . . . . . . . . . . . .      19,583     14,530          35,003       24,837
</TABLE>


<TABLE>
<CAPTION>
                                                                     AS OF                    AS OF
                                                                 JUNE 30, 1994          DECEMBER 31, 1993
                                                                 -------------          -----------------
        <S>                                                      <C>                       <C>
        Current assets  . . . . . . . . . . . . . . . . .        $   490,445               $    468,441
        Long-term assets  . . . . . . . . . . . . . . . .          1,503,606                  1,483,400
        Current liabilities . . . . . . . . . . . . . . .            388,689                    392,244
        Long-term liabilities . . . . . . . . . . . . . .            849,435                    838,673
</TABLE>


         In addition to Beverly Delaware, one of its direct wholly-owned
subsidiaries and each of Beverly California's material wholly-owned
subsidiaries (collectively, the "Subsidiary Guarantors") have guaranteed the
obligations of Beverly California under the Senior Secured Notes.  Separate
financial statements of Beverly California and the Subsidiary Guarantors are
not considered to be material to holders of the Senior Secured Notes since the
guaranty of each of the Subsidiary Guarantors is joint and several and full and
unconditional (except that liability thereunder is limited to an aggregate
amount equal to the largest amount that would not render its obligations
thereunder subject to avoidance under Section 548 of the Bankruptcy Code of
1978, as amended, or any comparable provisions of applicable state law), and
the aggregate net assets, earnings and equity of the Subsidiary Guarantors and
Beverly California together, after adjustment for intercompany management fees,
are substantially equivalent to the net assets, earnings and equity of Beverly
Delaware on a consolidated basis.





                                       7
<PAGE>   9
                           BEVERLY ENTERPRISES, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                 JUNE 30, 1994

                                  (UNAUDITED)



OPERATING RESULTS

SECOND QUARTER 1994 COMPARED TO SECOND QUARTER 1993

         Net income was $19,578,000 for the three months ended June 30, 1994, as
compared to net income of $14,536,000 for the same period in 1993.  Net
operating revenues increased approximately $4,600,000 for the three months
ended June 30, 1994, as compared to the same period in 1993.  This increase
consists of the following:  increases of approximately $51,200,000 for
facilities which the Company operated during each of the three-month periods
ended June 30, 1994 and 1993 ("same facility operations"); increases of
approximately $2,100,000 due to the acquisition of three facilities in 1993;
offset by decreases of approximately $48,700,000 due to the disposition of, or
lease terminations on, 42 facilities in 1994 and 43 facilities in 1993. 
Operating and administrative costs decreased approximately $1,200,000 for the
three months ended June 30, 1994, as compared to the same period in 1993.  This
decrease consists of the following: decreases of approximately $43,100,000 due
to the disposition of, or lease terminations on, 42 facilities in 1994 and 43
facilities in 1993;  offset by increases of approximately $39,900,000 for same
facility operations and approximately $2,000,000 due to the acquisition of
three facilities in 1993.

         The increase in net operating revenues for same facility operations
for the three months ended June 30, 1994, as compared to the same period in
1993, was due to the following:  approximately $24,100,000 due to increased
ancillary revenues as a result of providing additional ancillary services to
the Company's Medicare and private-pay patients; approximately $26,700,000 due
primarily to increases in Medicaid room and board rates, and to a lesser
extent, private and Medicare room and board rates;  and approximately
$6,200,000 due to increases in pharmacy revenues and various other items.
These increases in net operating revenues were partially offset by
approximately $5,800,000 due to a decrease in same facility occupancy to 88.5%
for the three months ended June 30, 1994, as compared to 89.5% for the same
period in 1993.

         The increase in operating and administrative costs for same facility
operations for the three months ended June 30, 1994, as compared to the same
period in 1993, was due to the following:  approximately $18,700,000 due to
increased wages and related expenses principally due to higher wages and
greater benefits intended to attract and retain qualified personnel, the hiring
of therapists on staff as opposed to contracting for their services, and
increased staffing levels in the Company's nursing facilities to cover
increased patient acuity; approximately $17,800,000 due to additional ancillary
costs (excluding wages and related expenses) associated with the increase in
ancillary services provided to the Company's Medicare and private-pay patients;
and approximately $3,400,000 due primarily to increases in pharmacy-related
costs and various other items.

         Ancillary revenues are derived from providing services to residents
beyond room and board care.  These services include occupational, physical,
speech, respiratory and IV therapy, as well as, sales of pharmaceutical
products and other services.  The Company's overall ancillary revenues for the
three months ended June 30, 1994 were $175,997,000 and represented 24.5% of net
operating revenues, as compared to $153,705,000 of ancillary revenues for the
same period in 1993 which represented 21.5% of net operating revenues for the
three months ended June 30, 1993.  Although the Company is pursuing further
growth of ancillary revenues through expansion of specialty services, such as
rehabilitation and sub-acute care, there can be no assurance that such growth
will continue.  Growth in ancillary revenues, as well as increases in Medicare
census, have also resulted in higher costs for the Company due to higher acuity
services being provided to these patients.  The Company's overall ancillary
costs, excluding wages and related expenses, were $96,230,000 for the three
months ended June 30, 1994, compared to $85,164,000 for the same period in
1993.





                                       8
<PAGE>   10
                           BEVERLY ENTERPRISES, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)



         Interest expense decreased approximately $1,800,000 as compared to the
same period in 1993 primarily due to the repayment of approximately $45,000,000
of debt with a portion of the proceeds from issuance of the Series B preferred
stock (as defined herein) and the conversion of approximately $46,000,000 in
principal amount of the Company's 9% convertible subordinated debentures into
common stock.  Such transactions were completed during the third quarter of
1993.


SIX MONTHS 1994 COMPARED TO SIX MONTHS 1993

         Net income was $35,031,000 for the six months ended June 30, 1994, as 
compared to net income of $24,893,000 for the same period in 1993. Net
operating revenues and operating and administrative costs increased
approximately $25,600,000 and $12,800,000, respectively, for the six months
ended June 30, 1994, as compared to the same period in 1993.  These increases
consist of the following:  increases in net operating revenues and operating
and administrative costs for facilities which the Company operated during each
of the six-month periods ended June 30, 1994 and 1993 ("same facility
operations") of approximately $110,600,000 and $91,600,000, respectively;
increases in net operating revenues and operating and administrative costs of
approximately $4,600,000 and $4,200,000, respectively, due to the acquisition
of three facilities in 1993; and decreases in net operating revenues and
operating and administrative costs of approximately $89,600,000 and
$83,000,000, respectively, due to the disposition of, or lease terminations on,
42 facilities in 1994 and 43 facilities in 1993.

         The increase in net operating revenues for same facility operations
for the six months ended June 30, 1994, as compared to the same period in 1993,
was due to the following:  approximately $54,600,000 due to increased ancillary
revenues as a result of providing additional ancillary services to the
Company's Medicare and private-pay patients; approximately $53,200,000 due
primarily to increases in Medicaid room and board rates, and to a lesser
extent, private and Medicare room and board rates; approximately $3,700,000 due
to a shift in the Company's patient mix to a higher Medicare census; and
approximately $11,400,000 due to increases in pharmacy revenues and various
other items.  The Company's Medicare, private and Medicaid census for same
facility operations was 12%, 19%, and 68%, respectively, for the six months
ended June 30, 1994, as compared to 11%, 19%, and 69%, respectively, for the
same period in 1993.  These increases in net operating revenues were partially
offset by approximately $12,300,000 due to a decrease in same facility
occupancy to 88.5% for the six months ended June 30, 1994, as compared to 89.6%
for the same period in 1993.

         The increase in operating and administrative costs for same facility
operations for the six months ended June 30, 1994, as compared to the same
period in 1993, was due to the following:  approximately $39,900,000 due to
increased wages and related expenses principally due to higher wages and
greater benefits intended to attract and retain qualified personnel, the hiring
of therapists on staff as opposed to contracting for their services, and
increased staffing levels in the Company's nursing facilities to cover
increased patient acuity;  approximately $43,700,000 due to additional
ancillary costs (excluding wages and related expenses) associated with the
increase in ancillary services provided to the Company's Medicare and
private-pay patients;  and approximately $8,000,000 due primarily  to increases
in pharmacy-related costs and various other items.

         The Company's overall ancillary revenues for the six months ended June
30, 1994 were $346,190,000 and represented 24.2% of net operating revenues, as
compared to ancillary revenues of $295,042,000 for the same period in 1993
which represented 21.0% of net operating revenues for the six months ended June
30, 1993.  The Company's overall ancillary costs, excluding wages and related
expenses, were $191,701,000 for the six months ended June 30, 1994, compared to
$162,848,000 for the same period in 1993.

         Interest expense decreased approximately $3,600,000 as compared to the
same period in 1993 primarily due to the repayment of approximately $45,000,000
of debt with a portion of the proceeds from issuance of the Series B preferred





                                       9
<PAGE>   11
                           BEVERLY ENTERPRISES, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)


stock (as defined herein) and the conversion of approximately $46,000,000 in
principal amount of the Company's 9% convertible subordinated debentures into
common stock.  Such transactions were completed during the third quarter of
1993.  Depreciation and amortization expense increased approximately $1,500,000
as compared to the same period in 1993 primarily due to the acquisition of
previously-leased nursing facilities, partially offset by a decrease due to the
disposition of or lease terminations on certain nursing facilities.

         The Company's future operating performance will continue to be
affected by the issues facing the long-term health care industry as a whole,
including the maintenance of occupancy, the availability of nursing personnel,
the adequacy of funding of governmental reimbursement programs, the demand for
nursing home care and the nature of any health care reform measures that may be
taken by the federal government, as discussed below, as well as by any state
governments.  The  Company's ability to control costs, including its wages and
related expenses which continue to rise and represent the largest component of
the Company's operating and administrative expenses, will also significantly
impact its future operating results.

         As a general matter, increases in the Company's operating costs result
in higher patient rates under Medicaid programs in subsequent periods.
However, the Company's results of operations will continue to be affected by
the time lag in most states between the increases in reimbursable costs and the
receipt of related reimbursement rate increases.  Medicaid rate increases,
adjusted  for inflation, are generally based upon changes in costs for a full
calendar year period.  The time lag before such costs are reflected in
permitted rates varies from state to state, with a substantial portion of the
increases taking effect up to 18 months after the related cost increases.

         The Clinton Administration is actively pursuing reform of the health
care system.  The White House Task Force on Health Care Reform studied the
issue of health care reform and  presented its report and recommendations to
the Administration.  The Administration proposed health care reform legislation
to Congress in October 1993 and other proposed health care reform legislation
is being debated and formulated.  Among the proposals under consideration are
insurance market reforms to increase the availability of group health insurance
to small businesses, requirements that all businesses offer health insurance
coverage to their employees and the creation of a single governmental health
insurance plan that would cover all citizens.  These proposals and industry and
other groups' recommendations will likely impact the form and content of any
future health care reform legislation.  As a result, the Company is unable to
predict the type of legislation or regulations that may be adopted or the
impact, if any, on the Company.  There can be no assurance that any health care
reform will not adversely affect the Company's financial position or results of
operations.


LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1994, the Company had approximately $75,182,000 in cash
and cash equivalents and net working capital of approximately $175,559,000.
The Company anticipates that approximately $23,645,000 of its existing cash at
June 30, 1994, while not legally restricted, will be utilized for funding
insurance claims, and the Company does not expect to use such cash for other
purposes.  The Company has $50,000,000 of unused commitments under its
revolving credit agreement and $15,000,000 of unused commitments under its
commercial paper program as of June 30, 1994.

         Net cash provided by operating activities for the six months ended
June 30, 1994 was approximately $51,460,000, an increase of approximately
$12,463,000 from the prior year due primarily to an improvement in the
Company's operations and various other items.  Net cash used for investing
activities was approximately $54,714,000 and net cash provided by financing
activities was approximately $4,663,000 for the six months ended June 30, 1994.
The Company primarily used cash generated from operations to fund capital
expenditures and construction totaling approximately $52,522,000.  The Company
received cash proceeds of approximately $31,000,000 from the sale or sublease
of 28 nursing facilities in the state of Texas, and received $12,000,000 in
cash proceeds from the exercise of an option grant





                                       10
<PAGE>   12
                           BEVERLY ENTERPRISES, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)


for 1,000,000 common shares at $12.00 per share.  In addition, the Company
issued approximately $25,000,000 in long-term obligations.  A portion of such
proceeds was used to repay approximately $29,374,000 of long-term obligations
and to fund acquisitions of approximately $29,113,000.  In April 1994, the
Company filed a Registration Statement on Form S-3 with the Securities and
Exchange Commission to register the 1,000,000 common shares purchased under the
option grant.  This did not result in any additional proceeds to the Company.

         On July 8, 1994, the Company filed a Registration Statement on Form
S-4 with the Securities and Exchange Commission to register 3,099,030 common
shares, all or a portion of which will be used for the acquisition of American
Transitional Hospitals, Inc. ("ATH"), as previously announced.  The Company
filed an amendment to such Registration Statement which was declared effective
on August 5, 1994.  The stockholders of ATH have until September 1, 1994, to
vote on the transaction.  The Company anticipates that the acquisition will be
accounted for as a pooling-of-interests and closing is expected to occur on or
before September 30, 1994.  The transaction is subject to the satisfaction of
certain conditions, including receipt of ATH stockholder approvals.  The
acquisition of ATH by the Company is not expected to have a material effect on
the Company's financial position or results of operations.

         The Company has entered into an agreement to purchase three
institutional pharmacy subsidiaries of Synetic, Inc., through Pharmacy
Corporation of America, a subsidiary of the Company, in exchange for cash of
approximately $107,300,000.  The acquisition will be accounted for as a
purchase.  Closing is subject to satisfaction of certain conditions, including
receipt of regulatory and Synetic stockholder approvals.  The Company has
obtained a financing commitment to complete the transaction.  The Synetic
businesses provide pharmaceutical dispensing services in New England and
Indiana to approximately 45,000 patients in various institutions, including
nursing homes, transitional care facilities, correctional facilities and group
homes.

         In May 1994, the Company entered into a $25,000,000 promissory note
(the "Note") which bears interest at the rate of 7.75% per annum.  The Note is
due in equal quarterly installments of approximately $708,000, including
principal and interest, beginning in September, 1994, with a balloon payment
due in June, 2001.  In addition, the Company amended certain of its credit
agreements during the second quarter of 1994 to change various restrictive
covenants, release certain collateral and adjust the interest rate
calculations.

         During 1993, the Company completed the sale of 3,000,000 shares of
$2.75 Cumulative Convertible  Exchangeable Preferred Stock (the "Series B
preferred stock") through a public offering. On January 3, 1994, the Company
used approximately $100,000,000 of the net proceeds from such offering to
redeem all of the Company's cumulative convertible preferred stock (the "Series
A preferred stock").  The Series A preferred stock dividend rate was scheduled
to increase from 1% to 10% on January 1, 1994.

         The Company believes that its existing cash and cash equivalents,
working capital from operations, borrowings under its banking arrangements and
commercial paper program, proceeds from issuance of certain debt securities and
refinancings of certain existing indebtedness will be adequate to repay its
debts due within one year of approximately $41,631,000, to make normal
recurring capital additions and improvements for the twelve months ending June
30, 1995 of approximately $100,000,000, to make selective acquisitions,
including the purchase of previously-leased facilities, and to meet working
capital requirements.





                                       11
<PAGE>   13
                                    PART II

                           BEVERLY ENTERPRISES, INC.

                               OTHER INFORMATION

                                 JUNE 30, 1994

                                  (UNAUDITED)



ITEM 1.  LEGAL PROCEEDINGS

         There are various lawsuits and regulatory actions pending against the
Company arising in the normal course of business, some of which seek punitive
damages.  The Company does not believe that the ultimate resolution of these
matters will have a material adverse effect on the Company's consolidated
financial position or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On May 19, 1994, the Company held its Annual Meeting of Stockholders
in Fort Smith, Arkansas, for the purposes of electing seven members of the
Board of Directors, considering Amendment No. 1 to the Beverly Enterprises,
Inc. 1993 Long-Term Incentive Stock Plan, considering the Beverly Enterprises,
Inc. Annual Incentive Plan, considering the Beverly Enterprises, Inc.
Non-Employee Directors' Stock Option Plan, ratifying the appointment of Ernst &
Young as independent auditors for 1994, considering an Independent
Stockholders' Resolution recommending the preparation of a special report to
stockholders on patient care related lawsuits filed against the Company and the
issuance of instructions to legal counsel to refrain from sealing court
settlements involving the Company, and transacting such other business as may
have properly come before the meeting or any adjournment thereof.

         The following table sets forth the directors elected at such meeting
and the number of votes cast for and withheld for each director:

<TABLE>
<CAPTION>
                   DIRECTOR                              FOR         WITHHELD
                   --------                              ---         --------
                <S>                                    <C>            <C>
                Beryl F. Anthony, Jr. . . . . . . .    50,528,871     376,511
                David R. Banks  . . . . . . . . . .    50,533,638     371,744
                Curt F. Bradbury  . . . . . . . . .    50,552,399     352,983
                James R. Greene . . . . . . . . . .    50,552,905     382,477
                Jon E. M. Jacoby  . . . . . . . . .    50,516,449     388,933
                Louis W. Menk . . . . . . . . . . .    50,485,563     419,819
                Will K. Weinstein . . . . . . . . .    50,535,540     369,842
</TABLE>


         Amendment No. 1 to the Beverly Enterprises, Inc. 1993 Long-Term
Incentive Stock Plan was approved at the meeting.  The following table sets
forth the number of votes for and against, as well as abstentions as to this
matter:

<TABLE>
                              <S>                                <C>
                              For   . . . . . . . . . .          51,689,078
                              Against   . . . . . . . .           2,953,809
                              Abstentions   . . . . . .             434,031
</TABLE>

         The Beverly Enterprises, Inc. Annual Incentive Plan was approved at
the meeting.  The following table sets forth the number of votes for and
against, as well as abstentions as to this matter:

<TABLE>
                              <S>                                <C>
                              For   . . . . . . . . . .          48,973,739
                              Against   . . . . . . . .           5,661,042
                              Abstentions   . . . . . .             465,132
</TABLE>





                                       12
<PAGE>   14
                           BEVERLY ENTERPRISES, INC.

                         OTHER INFORMATION (CONTINUED)

                                 JUNE 30, 1994

                                  (UNAUDITED)



         The Beverly Enterprises, Inc. Non-Employee Directors' Stock Option
Plan was approved at the meeting.  The following table sets forth the number of
votes for and against, as well as abstentions as to this matter:

<TABLE>
                              <S>                                <C>
                              For   . . . . . . . . . .          52,182,878
                              Against   . . . . . . . .           2,429,830
                              Abstentions   . . . . . .             488,192
</TABLE>

         The appointment of Ernst & Young as independent auditors for 1994 was
ratified at the meeting.  The following table sets forth the number of votes
for and against, as well as abstentions as to this matter:

<TABLE>
                              <S>                                <C>
                              For   . . . . . . . . . .          54,770,625
                              Against   . . . . . . . .             156,892
                              Abstentions   . . . . . .             146,564
</TABLE>

         The Independent Stockholders' Resolution was not approved at the
meeting.  The following table sets forth the number of votes for and against,
as well as abstentions as to this matter:

<TABLE>
                              <S>                                <C>
                              For   . . . . . . . . . .           3,557,143
                              Against   . . . . . . . .          47,188,450
                              Abstentions   . . . . . .           3,950,219
</TABLE>


ITEM 6(A).  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
4.1         Indenture dated as of December 27, 1990 (the "Senior Secured Note Indenture"), among Beverly California, Beverly
            Enterprises and Yasuda Bank and Trust Company (U.S.A.) with respect to Senior Secured Floating Rate Notes due 1995 and
            14 1/4% Senior Secured Fixed Rate Notes due 1997 (incorporated by reference to Exhibit 4.1 to the Registration Statement
            on Form S-4 of Beverly California, Beverly Enterprises and the Registrants set forth on the Table of Additional Co-
            Registrants filed on February 8, 1991 (File No. 33-38954))

4.2         Supplemental Indenture No. 1, dated as of September 20, 1991, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4.1 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

4.3         Supplemental Indenture No. 2, dated as of September 26, 1991, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4.2 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

4.4         Supplemental Indenture No. 3, dated as of March 11, 1992, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

4.5         Supplemental Indenture No. 4, dated as of July 21, 1993, to the Senior Secured Note Indenture (incorporated by reference
            to Exhibit 4.5 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended June 30, 1993)
</TABLE>





                                       13
<PAGE>   15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
4.6         Subsidiary Guaranty dated as of December 27, 1990 by Beverly Enterprises, Beverly California and the Subsidiary
            Guarantors listed therein (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 of Beverly
            California, Beverly Enterprises and the Registrants set forth on the Table of Additional Co-Registrants filed on
            February 8, 1991 (File No. 33-38954))

4.7         Subsidiary Guaranty dated as of April 1, 1991 by Beverly Enterprises, Beverly California and the Subsidiary Guarantors
            listed therein (incorporated by reference to Exhibit 4.5 to Beverly Enterprises' Annual Report on Form 10-K for the year
            ended December 31, 1991)

4.8         Subsidiary Guaranty dated as of October 31, 1991 by Beverly Enterprises, Beverly California and Northshore Rehab
            Association, Inc. as Subsidiary Guarantor (incorporated by reference to Exhibit 4.6 to Beverly Enterprises' Annual
            Report on Form 10-K for the year ended December 31, 1991)

4.9         Subsidiary Guaranty dated as of December 30, 1991 by Beverly Enterprises, Beverly California and Beverly Indemnity, Inc.
            as Subsidiary Guarantor (incorporated by reference to Exhibit 4.7 to Beverly Enterprises' Annual Report on Form 10-K for
            the year ended December 31, 1991)

4.10        Indenture dated as of August 1, 1993 between Beverly Enterprises and Chemical Bank, as Trustee with respect to Beverly
            Enterprises' 5 1/2% Convertible Subordinated Debentures due August 1, 2018, issuable upon exchange of Beverly
            Enterprises' $2.75 Cumulative Convertible Exchangeable Preferred Stock (the "Subordinated Debenture Indenture")
            (incorporated by reference to Exhibit 4.10 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1993)

4.11        Certificate of Designation, Powers, Preferences and Rights, and the Qualifications, Limitations or Restrictions Thereof,
            of the Series of Preferred Stock to be designated $2.75 Cumulative Convertible Exchangeable Preferred Stock of Beverly
            Enterprises (the "$2.75 Certificate of Designation") (incorporated by reference to Exhibit 4.12 to Beverly Enterprises'
            Quarterly Report on Form 10-Q for the quarter ended June 30, 1993)

4.12        Indenture dated as of April 1, 1993 (the "First Mortgage Bond Indenture"), among Beverly Enterprises, Delaware Trust
            Company, as Corporate Trustee, and Richard N. Smith, as Individual Trustee, with respect to First Mortgage Bonds
            (incorporated by reference to Exhibit 4.1 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1993)

4.13        First Supplemental Indenture dated as of April 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 3/4%
            First Mortgage Bonds (Series A) due 2008 (incorporated by reference to Exhibit 4.2 to Beverly Enterprises' Quarterly 
            Report on Form 10-Q for the quarter ended March 31, 1993)

4.14        Second Supplemental Indenture dated as of July 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 5/8%
            First Mortgage Bonds (Series B) due 2008 (replaces Exhibit 4.1 to Beverly Enterprises' Current Report on Form 8-K dated
            July 15, 1993)(incorporated by reference to Exhibit 4.15 to Beverly Enterprises' Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1993)

4.15        Indenture dated as of December 30, 1993 (the "Notes Indenture"), between Beverly Enterprises, Inc. and Boatmen's Trust
            Company, as Trustee, with respect to the Notes (incorporated by reference to Exhibit 4.2 to Beverly Enterprises'
            Registration Statement on Form S-3 filed on November 9, 1993 (File No. 33-50965))

4.16        First Supplemental Indenture dated as of December 30, 1993 to the Notes Indenture, with respect to 8.75% Notes due 2003
            (incorporated by reference to Exhibit 4.4 to Beverly Enterprises' Current Report on Form 8-K dated January 4, 1994)

            In accordance with item 601(b)(4)(iii) of Regulation S-K, certain instruments pertaining to Beverly Enterprises' long-
            term obligations have not been filed; copies thereof will be furnished to the Securities and Exchange Commission upon
            request.

10.1 *      Amended and Restated 1981 Beverly Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form
            S-8 to Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))

10.2 *      Amended and Restated 1981 Beverly Incentive Stock Option Plan (incorporated by reference to Post-Effective Amendment No.
            2 on Form S-8 to Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))
</TABLE>





                                       14
<PAGE>   16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.3  *     1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to
            Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))
       
10.4  *     Amended and Restated Beverly Enterprises, Inc. 1993 Long-Term Incentive Stock Plan (as amended by Amendment No. 1)
       
10.5  *     Beverly Enterprises, Inc. Annual Incentive Plan (incorporated by reference to Exhibit A to Beverly Enterprises
            definitive proxy for the Annual Meeting of Stockholders held May 19, 1994)
       
10.6  *     Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.5 to Beverly Enterprises' Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1993)
       
10.7  *     Beverly Enterprises, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit B to Beverly
            Enterprises definitive proxy for the Annual Meeting of Stockholders held May 19, 1994)
       
10.8  *     Executive Medical Reimbursement Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises' Annual Report on
            Form 10-K for the year ended December 31, 1987)
       
10.9  *     Amended and Restated Beverly Enterprises, Inc. Executive Life Insurance Plan and Summary Plan Description (incorporated
            by reference to Exhibit 10.7 to Beverly Enterprises'  Annual Report on Form 10-K for the year ended December 31, 1993)

10.10 *     Executive Physicals Policy (incorporated by reference to Exhibit 10.8 to Beverly Enterprises' Quarterly Report on Form
            10-Q for the quarter ended June 30, 1993)

10.11 *     Amended and Restated Deferred Compensation Plan effective July 18, 1991 (incorporated by reference to Exhibit 10.6 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.12 *     Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises' Annual Report on Form 10-K
            for the year ended December 31, 1987)

10.13 *     Amendment No. 1, effective as of July 1, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit
            10.8 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.14 *     Amendment No. 2, effective as of December 12, 1991, to the Executive Retirement Plan (incorporated by reference to
            Exhibit 10.9 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.15 *     Amendment No. 3, effective as of July 31, 1992, to the Executive Retirement Plan (incorporated by reference to Exhibit
            10.10 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.16 *     Form of Indemnification Agreement between Beverly Enterprises and its officers, directors and certain of its employees
            (incorporated by reference to Exhibit 19.14 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1987)

10.17 *     Form of request by Beverly Enterprises to certain of its officers or directors relating to indemnification rights
            (incorporated by reference to Exhibit 19.5 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1987)
</TABLE>





                                       15
<PAGE>   17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.18 *     Form of request by Beverly Enterprises to certain of its officers or employees relating to indemnification rights
            (incorporated by reference to Exhibit 19.6 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1987)

10.19 *     Agreement dated December 29, 1986 between Beverly Enterprises and Stephens Inc. (incorporated by reference to Exhibit
            10.20 to Beverly Enterprises' Registration Statement on Form S-1 filed on January 18, 1990 (File No. 33-33052))

10.20 *     Severance Plan for Corporate and Regional Employees effective December 1, 1989 (incorporated by reference to Exhibit
            10.21 to Amendment No. 1 to Beverly Enterprises' Registration Statement on Form S-1 filed on February 26, 1990 (File No.
            33-33052))

10.21 *     Form of Restricted Stock Performance Agreement dated June 28, 1990 under the 1985 Beverly Nonqualified Stock Option Plan
            (incorporated by reference to Exhibit 10.22 to Beverly Enterprises' Registration Statement on Form S-1 filed on July 30,
            1990 (File No. 33-36109))

10.22 *     Form of Agreement Concerning Benefits Upon Severance dated as of September 1, 1990 between Beverly Enterprises and
            certain officers of Beverly Enterprises (incorporated by reference to Exhibit 10.23 to Beverly Enterprises' Registration
            Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109))

10.23 *     First Amendment to Agreement Concerning Benefits Upon Severance dated as of April 25, 1993 between Beverly Enterprises
            and Ronald C. Kayne (incorporated by reference to Exhibit 10.22 to Beverly Enterprises' Annual Report on Form 10-K for
            the year ended December 31, 1993)

10.24 *     Beverly Enterprises Company Car Policy effective May 1, 1988 (incorporated by reference to Exhibit 10.18 to Beverly
            Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.25       Master Lease Document - General Terms and Conditions dated December 30, 1985 for Leases between Beverly California and
            various subsidiaries thereof as lessees and Beverly Investment Properties, Inc. as lessor (incorporated by reference to
            Exhibit 10.12 to Beverly California's Annual Report on Form 10-K for the year ended December 31, 1985)

10.26       Agreement dated as of December 29, 1986 among Beverly California, Beverly Enterprises - Texas, Inc., Stephens Inc. and
            Real Properties, Inc. (incorporated by reference to Exhibit 28 to Beverly California's Current Report on Form 8-K dated
            December 30, 1986) and letter agreement dated as of July 31, 1987 among Beverly Enterprises, Beverly California, Beverly
            Enterprises - Texas, Inc. and Stephens Inc. with reference thereto (incorporated by reference to Exhibit 19.13 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended June 30, 1987)

10.27       Credit Agreement, dated as of March 24, 1992, among Beverly Enterprises, Inc., Beverly California Corporation, the
            Lenders listed therein, Bank of Montreal as Co-Agent, and The Long Term Credit Bank of Japan, Ltd.  Los Angeles Agency
            as Agent (the "LTCB Credit Agreement") (incorporated by reference to Exhibit 10.2 to Beverly Enterprises' Quarterly
            Report on Form 10-Q for the quarter ended March 31, 1992)

10.28       Amendment No. 1 dated as of April 7, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.3 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

10.29       Second Amendment dated as of May 11, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.23 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.30       Third Amendment dated as of March 1, 1993 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.24 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)
</TABLE>





                                       16
<PAGE>   18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.31       Seventh Amendment dated as of May 2, 1994 to the LTCB Credit Agreement

10.32       Master Sale and Servicing Agreement dated as of December 1, 1990 among Beverly Funding Corporation, Beverly California,
            the wholly-owned subsidiaries of Beverly Enterprises listed therein, Beverly Enterprises and certain wholly-owned
            subsidiaries of Beverly Enterprises which may become parties thereto (incorporated by reference to Exhibit 10.27 to the
            Registration Statement on Form S-4 of Beverly California, Beverly Enterprises and the Registrants set forth on the Table
            of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954))

10.33       First Omnibus Amendment to Liquidity Agreement, Depository Agreement, Pledge and Security Agreement and Master Sale and
            Servicing Agreement dated as of July 1, 1991 (incorporated by reference to Exhibit 10.1 to Beverly Enterprises'
            Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

10.34       Second Amendment to Master Sale and Servicing Agreement dated as of March 1, 1992 (incorporated by reference to Exhibit
            10.4 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

10.35       Second Omnibus Amendment to Master Sale and Servicing Agreement, Pledge Agreement and Selling Subsidiary Agreements
            dated as of September 28, 1992, among Beverly Funding Corporation, Beverly California Corporation, Beverly Enterprises,
            Inc., the wholly-owned subsidiaries of Beverly Enterprises, Inc. listed on the signature pages and the Banks listed on
            the signature pages (incorporated by reference to Exhibit 10 to Beverly Enterprises' Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1992)

10.36       Credit Agreement dated as of March 2, 1993 among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders
            listed therein, and the Nippon Credit Bank, Ltd.  Los Angeles Agency as Agent (the "Nippon Credit Agreement")
            (incorporated by reference to Exhibit 10.29 to Beverly Enterprises' Annual Report on Form 10-K for the year ended
            December 31, 1992)

10.37       Second Amendment dated as of May 19, 1994 to the Nippon Credit Agreement

10.38       Credit Agreement dated as of March 1, 1993 among Beverly California Corporation, Beverly Enterprises, Inc., the Banks
            listed therein, Morgan Guaranty Trust Company of New York as Issuing Bank and Agent (the "Morgan Credit Agreement")
            (incorporated by reference to Exhibit 10.30 to Beverly Enterprises' Annual Report on Form 10-K for the year ended
            December 31, 1992)

10.39       First Amendment dated as of May 3, 1993 to the Morgan Credit Agreement (incorporated by reference to Exhibit 10.34 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1993)

10.40       Second Amendment dated as of September 30, 1993 to the Morgan Credit Agreement (incorporated by reference to Exhibit
            10.35 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1993)

10.41       Third Amendment dated as of April 6, 1994 to the Morgan Credit Agreement

10.42       Data Processing Agreement, dated as of August 1, 1992, by and between Systematics Telecommunications Services, Inc. and
            Beverly California Corporation (incorporated by reference to Exhibit 10 to Beverly Enterprises' Quarterly Report on Form
            10-Q for the quarter ended June 30, 1992)

11.1        Computation of Net Income Per Share
</TABLE>

            *  Exhibits 10.1 through 10.24 are the management contracts,
               compensatory plans, contracts and arrangements in which any
               director or named executive officer participates.





                                       17
<PAGE>   19
ITEM 6(B). REPORTS ON FORM 8-K

         The Company filed a Current Report on Form 8-K dated April 7, 1994,
which reported under Item 5 that the Consent of Independent Auditors dated
April 1, 1994 which was filed as Exhibit 23.1 to the Company's Registration
Statement No. 33-53013 had a typographical error, and filed under Item 7 the
corrected Consent of Independent Auditors.





                                       18
<PAGE>   20
                                   SIGNATURES

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


                                        BEVERLY ENTERPRISES, INC.
                                        Registrant


Dated:  August 11, 1994                 By:       SCOTT M. TABAKIN
                                           _______________________________
                                                  Scott M. Tabakin
                                            Vice President, Controller and
                                               Chief Accounting Officer





                                       19
<PAGE>   21
                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
4.1         Indenture dated as of December 27, 1990 (the "Senior Secured Note Indenture"), among Beverly California, Beverly
            Enterprises and Yasuda Bank and Trust Company (U.S.A.) with respect to Senior Secured Floating Rate Notes due 1995 and
            14 1/4% Senior Secured Fixed Rate Notes due 1997 (incorporated by reference to Exhibit 4.1 to the Registration Statement
            on Form S-4 of Beverly California, Beverly Enterprises and the Registrants set forth on the Table of Additional Co-
            Registrants filed on February 8, 1991 (File No. 33-38954))

4.2         Supplemental Indenture No. 1, dated as of September 20, 1991, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4.1 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

4.3         Supplemental Indenture No. 2, dated as of September 26, 1991, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4.2 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

4.4         Supplemental Indenture No. 3, dated as of March 11, 1992, to the Senior Secured Note Indenture (incorporated by
            reference to Exhibit 4 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

4.5         Supplemental Indenture No. 4, dated as of July 21, 1993, to the Senior Secured Note Indenture (incorporated by reference
            to Exhibit 4.5 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended June 30, 1993)
</TABLE>


<PAGE>   22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
4.6         Subsidiary Guaranty dated as of December 27, 1990 by Beverly Enterprises, Beverly California and the Subsidiary
            Guarantors listed therein (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 of Beverly
            California, Beverly Enterprises and the Registrants set forth on the Table of Additional Co-Registrants filed on
            February 8, 1991 (File No. 33-38954))

4.7         Subsidiary Guaranty dated as of April 1, 1991 by Beverly Enterprises, Beverly California and the Subsidiary Guarantors
            listed therein (incorporated by reference to Exhibit 4.5 to Beverly Enterprises' Annual Report on Form 10-K for the year
            ended December 31, 1991)

4.8         Subsidiary Guaranty dated as of October 31, 1991 by Beverly Enterprises, Beverly California and Northshore Rehab
            Association, Inc. as Subsidiary Guarantor (incorporated by reference to Exhibit 4.6 to Beverly Enterprises' Annual
            Report on Form 10-K for the year ended December 31, 1991)

4.9         Subsidiary Guaranty dated as of December 30, 1991 by Beverly Enterprises, Beverly California and Beverly Indemnity, Inc.
            as Subsidiary Guarantor (incorporated by reference to Exhibit 4.7 to Beverly Enterprises' Annual Report on Form 10-K for
            the year ended December 31, 1991)

4.10        Indenture dated as of August 1, 1993 between Beverly Enterprises and Chemical Bank, as Trustee with respect to Beverly
            Enterprises' 5 1/2% Convertible Subordinated Debentures due August 1, 2018, issuable upon exchange of Beverly
            Enterprises' $2.75 Cumulative Convertible Exchangeable Preferred Stock (the "Subordinated Debenture Indenture")
            (incorporated by reference to Exhibit 4.10 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1993)

4.11        Certificate of Designation, Powers, Preferences and Rights, and the Qualifications, Limitations or Restrictions Thereof,
            of the Series of Preferred Stock to be designated $2.75 Cumulative Convertible Exchangeable Preferred Stock of Beverly
            Enterprises (the "$2.75 Certificate of Designation") (incorporated by reference to Exhibit 4.12 to Beverly Enterprises'
            Quarterly Report on Form 10-Q for the quarter ended June 30, 1993)

4.12        Indenture dated as of April 1, 1993 (the "First Mortgage Bond Indenture"), among Beverly Enterprises, Delaware Trust
            Company, as Corporate Trustee, and Richard N. Smith, as Individual Trustee, with respect to First Mortgage Bonds
            (incorporated by reference to Exhibit 4.1 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1993)

4.13        First Supplemental Indenture dated as of April 1, 1993 to the First Mortgage Bond Indenture, with respect to 8
            3/4% First Mortgage Bonds (Series A) due 2008 (incorporated by reference to Exhibit 4.2 to Beverly Enterprises'
            Quarterly Report on Form 10-Q for the quarter ended March 31, 1993)

4.14        Second Supplemental Indenture dated as of July 1, 1993 to the First Mortgage Bond Indenture, with respect to 8 5/8%
            First Mortgage Bonds (Series B) due 2008 (replaces Exhibit 4.1 to Beverly Enterprises' Current Report on Form 8-K dated
            July 15, 1993)(incorporated by reference to Exhibit 4.15 to Beverly Enterprises' Quarterly Report on Form 10-Q for the
            quarter ended June 30, 1993)

4.15        Indenture dated as of December 30, 1993 (the "Notes Indenture"), between Beverly Enterprises, Inc. and Boatmen's Trust
            Company, as Trustee, with respect to the Notes (incorporated by reference to Exhibit 4.2 to Beverly Enterprises'
            Registration Statement on Form S-3 filed on November 9, 1993 (File No. 33-50965))

4.16        First Supplemental Indenture dated as of December 30, 1993 to the Notes Indenture, with respect to 8.75% Notes due 2003
            (incorporated by reference to Exhibit 4.4 to Beverly Enterprises' Current Report on Form 8-K dated January 4, 1994)

            In accordance with item 601(b)(4)(iii) of Regulation S-K, certain instruments pertaining to Beverly Enterprises' long-
            term obligations have not been filed; copies thereof will be furnished to the Securities and Exchange Commission upon
            request.

10.1 *      Amended and Restated 1981 Beverly Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form
            S-8 to Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))

10.2 *      Amended and Restated 1981 Beverly Incentive Stock Option Plan (incorporated by reference to Post-Effective Amendment No.
            2 on Form S-8 to Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))
</TABLE>


<PAGE>   23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.3  *     1985 Beverly Nonqualified Stock Option Plan (incorporated by reference to Post-Effective Amendment No. 2 on Form S-8 to
            Beverly Enterprises' Registration Statement on Form S-4 filed on July 31, 1987 (File No. 33-13243))
       
10.4  *     Amended and Restated Beverly Enterprises, Inc. 1993 Long-Term Incentive Stock Plan (as amended by Amendment No. 1)
       
10.5  *     Beverly Enterprises, Inc. Annual Incentive Plan (incorporated by reference to Exhibit A to Beverly Enterprises
            definitive proxy for the Annual Meeting of Stockholders held May 19, 1994)
       
10.6  *     Retirement Plan for Outside Directors (incorporated by reference to Exhibit 10.5 to Beverly Enterprises' Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1993)
       
10.7  *     Beverly Enterprises, Inc. Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit B to Beverly
            Enterprises definitive proxy for the Annual Meeting of Stockholders held May 19, 1994)
       
10.8  *     Executive Medical Reimbursement Plan (incorporated by reference to Exhibit 10.5 to Beverly Enterprises' Annual Report on
            Form 10-K for the year ended December 31, 1987)
       
10.9  *     Amended and Restated Beverly Enterprises, Inc. Executive Life Insurance Plan and Summary Plan Description (incorporated
            by reference to Exhibit 10.7 to Beverly Enterprises'  Annual Report on Form 10-K for the year ended December 31, 1993)

10.10 *     Executive Physicals Policy (incorporated by reference to Exhibit 10.8 to Beverly Enterprises' Quarterly Report on Form
            10-Q for the quarter ended June 30, 1993)

10.11 *     Amended and Restated Deferred Compensation Plan effective July 18, 1991 (incorporated by reference to Exhibit 10.6 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.12 *     Executive Retirement Plan (incorporated by reference to Exhibit 10.9 to Beverly Enterprises' Annual Report on Form 10-K
            for the year ended December 31, 1987)

10.13 *     Amendment No. 1, effective as of July 1, 1991, to the Executive Retirement Plan (incorporated by reference to Exhibit
            10.8 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.14 *     Amendment No. 2, effective as of December 12, 1991, to the Executive Retirement Plan (incorporated by reference to
            Exhibit 10.9 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1991)

10.15 *     Amendment No. 3, effective as of July 31, 1992, to the Executive Retirement Plan (incorporated by reference to Exhibit
            10.10 to Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.16 *     Form of Indemnification Agreement between Beverly Enterprises and its officers, directors and certain of its employees
            (incorporated by reference to Exhibit 19.14 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1987)

10.17 *     Form of request by Beverly Enterprises to certain of its officers or directors relating to indemnification rights
            (incorporated by reference to Exhibit 19.5 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1987)
</TABLE>


<PAGE>   24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.18 *     Form of request by Beverly Enterprises to certain of its officers or employees relating to indemnification rights
            (incorporated by reference to Exhibit 19.6 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1987)

10.19 *     Agreement dated December 29, 1986 between Beverly Enterprises and Stephens Inc. (incorporated by reference to Exhibit
            10.20 to Beverly Enterprises' Registration Statement on Form S-1 filed on January 18, 1990 (File No. 33-33052))

10.20 *     Severance Plan for Corporate and Regional Employees effective December 1, 1989 (incorporated by reference to Exhibit
            10.21 to Amendment No. 1 to Beverly Enterprises' Registration Statement on Form S-1 filed on February 26, 1990 (File No.
            33-33052))

10.21 *     Form of Restricted Stock Performance Agreement dated June 28, 1990 under the 1985 Beverly Nonqualified Stock Option Plan
            (incorporated by reference to Exhibit 10.22 to Beverly Enterprises' Registration Statement on Form S-1 filed on July 30,
            1990 (File No. 33-36109))

10.22 *     Form of Agreement Concerning Benefits Upon Severance dated as of September 1, 1990 between Beverly Enterprises and
            certain officers of Beverly Enterprises (incorporated by reference to Exhibit 10.23 to Beverly Enterprises' Registration
            Statement on Form S-1 filed on July 30, 1990 (File No. 33-36109))

10.23 *     First Amendment to Agreement Concerning Benefits Upon Severance dated as of April 25, 1993 between Beverly Enterprises
            and Ronald C. Kayne (incorporated by reference to Exhibit 10.22 to Beverly Enterprises' Annual Report on Form 10-K for
            the year ended December 31, 1993)

10.24 *     Beverly Enterprises Company Car Policy effective May 1, 1988 (incorporated by reference to Exhibit 10.18 to Beverly
            Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.25       Master Lease Document - General Terms and Conditions dated December 30, 1985 for Leases between Beverly California and
            various subsidiaries thereof as lessees and Beverly Investment Properties, Inc. as lessor (incorporated by reference to
            Exhibit 10.12 to Beverly California's Annual Report on Form 10-K for the year ended December 31, 1985)

10.26       Agreement dated as of December 29, 1986 among Beverly California, Beverly Enterprises - Texas, Inc., Stephens Inc. and
            Real Properties, Inc. (incorporated by reference to Exhibit 28 to Beverly California's Current Report on Form 8-K dated
            December 30, 1986) and letter agreement dated as of July 31, 1987 among Beverly Enterprises, Beverly California, Beverly
            Enterprises - Texas, Inc. and Stephens Inc. with reference thereto (incorporated by reference to Exhibit 19.13 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended June 30, 1987)

10.27       Credit Agreement, dated as of March 24, 1992, among Beverly Enterprises, Inc., Beverly California Corporation, the
            Lenders listed therein, Bank of Montreal as Co-Agent, and The Long Term Credit Bank of Japan, Ltd.  Los Angeles Agency
            as Agent (the "LTCB Credit Agreement") (incorporated by reference to Exhibit 10.2 to Beverly Enterprises' Quarterly
            Report on Form 10-Q for the quarter ended March 31, 1992)

10.28       Amendment No. 1 dated as of April 7, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.3 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

10.29       Second Amendment dated as of May 11, 1992 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.23 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)

10.30       Third Amendment dated as of March 1, 1993 to the LTCB Credit Agreement (incorporated by reference to Exhibit 10.24 to
            Beverly Enterprises' Annual Report on Form 10-K for the year ended December 31, 1992)
</TABLE>


<PAGE>   25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------
<S>         <C>
10.31       Seventh Amendment dated as of May 2, 1994 to the LTCB Credit Agreement

10.32       Master Sale and Servicing Agreement dated as of December 1, 1990 among Beverly Funding Corporation, Beverly California,
            the wholly-owned subsidiaries of Beverly Enterprises listed therein, Beverly Enterprises and certain wholly-owned
            subsidiaries of Beverly Enterprises which may become parties thereto (incorporated by reference to Exhibit 10.27 to the
            Registration Statement on Form S-4 of Beverly California, Beverly Enterprises and the Registrants set forth on the Table
            of Additional Co-Registrants filed on February 8, 1991 (File No. 33-38954))

10.33       First Omnibus Amendment to Liquidity Agreement, Depository Agreement, Pledge and Security Agreement and Master Sale and
            Servicing Agreement dated as of July 1, 1991 (incorporated by reference to Exhibit 10.1 to Beverly Enterprises'
            Quarterly Report on Form 10-Q for the quarter ended September 30, 1991)

10.34       Second Amendment to Master Sale and Servicing Agreement dated as of March 1, 1992 (incorporated by reference to Exhibit
            10.4 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended March 31, 1992)

10.35       Second Omnibus Amendment to Master Sale and Servicing Agreement, Pledge Agreement and Selling Subsidiary Agreements
            dated as of September 28, 1992, among Beverly Funding Corporation, Beverly California Corporation, Beverly Enterprises,
            Inc., the wholly-owned subsidiaries of Beverly Enterprises, Inc. listed on the signature pages and the Banks listed on
            the signature pages (incorporated by reference to Exhibit 10 to Beverly Enterprises' Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1992)

10.36       Credit Agreement dated as of March 2, 1993 among Beverly Enterprises, Inc., Beverly California Corporation, the Lenders
            listed therein, and the Nippon Credit Bank, Ltd.  Los Angeles Agency as Agent (the "Nippon Credit Agreement")
            (incorporated by reference to Exhibit 10.29 to Beverly Enterprises' Annual Report on Form 10-K for the year ended
            December 31, 1992)

10.37       Second Amendment dated as of May 19, 1994 to the Nippon Credit Agreement

10.38       Credit Agreement dated as of March 1, 1993 among Beverly California Corporation, Beverly Enterprises, Inc., the Banks
            listed therein, Morgan Guaranty Trust Company of New York as Issuing Bank and Agent (the "Morgan Credit Agreement")
            (incorporated by reference to Exhibit 10.30 to Beverly Enterprises' Annual Report on Form 10-K for the year ended
            December 31, 1992)

10.39       First Amendment dated as of May 3, 1993 to the Morgan Credit Agreement (incorporated by reference to Exhibit 10.34 to
            Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1993)

10.40       Second Amendment dated as of September 30, 1993 to the Morgan Credit Agreement (incorporated by reference to Exhibit
            10.35 to Beverly Enterprises' Quarterly Report on Form 10-Q for the quarter ended September 30, 1993)

10.41       Third Amendment dated as of April 6, 1994 to the Morgan Credit Agreement

10.42       Data Processing Agreement, dated as of August 1, 1992, by and between Systematics Telecommunications Services, Inc. and
            Beverly California Corporation (incorporated by reference to Exhibit 10 to Beverly Enterprises' Quarterly Report on Form
            10-Q for the quarter ended June 30, 1992)

11.1        Computation of Net Income Per Share
</TABLE>

            *  Exhibits 10.1 through 10.24 are the management contracts,
               compensatory plans, contracts and arrangements in which any
               director or named executive officer participates.


