
<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

<TABLE>
<S>                                   <C>                                  <C>
           DELAWARE                   5111 ROGERS AVENUE, SUITE 40-A          95-4100309
(State or Other Jurisdiction of       FORT SMITH, ARKANSAS  72919           (I.R.S. Employer
Incorporation or Organization)                                             Identification No.)
</TABLE>

          (Address of Principal Executive Offices Including Zip Code)

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

                           BEVERLY ENTERPRISES, INC.
                         1996 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

                             ROBERT W. POMMERVILLE
                           Executive Vice President,
                          General Counsel & Secretary
                           Beverly Enterprises, Inc.
                         5111 Rogers Avenue, Suite 40-A
                          Fort Smith, Arkansas  72919
                    (Name and Address of Agent For Service)

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

                                 (501) 452-6712
         (Telephone Number, Including Area Code, of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                   Proposed Maximum       Proposed Maximum
 Title of Securities         Amount to be           Offering Price           Aggregate                Amount of
  to be Registered            Registered              Per Share            Offering Price         Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                    <C>                       <C>
  Common Stock, par          4,000,000(1)             $12.13(2)              $48,520,000               $16,732
  value $.10 per share
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement on Form S-8 (this
"Registration Statement") also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described in this
Registration Statement. (3)

(1)  This Registration Statement registers the issuance or transfer of: (i) 
     4,000,000 shares of common stock, par value $.10 per share (the "Shares"),
     of Beverly Enterprises, Inc., a Delaware corporation (the "Company"),
     presently reserved for issuance under the Beverly Enterprises, Inc. 1996
     Long-Term Incentive Plan (the "Plan"), (ii) additional Shares that become
     available under the Plan in connection with certain changes in the number
     of outstanding Shares because of such things as recapitalizations, stock
     dividends, and stock splits, and (iii) any other securities with respect 
     to which the outstanding Shares are converted or exchanged.
        
(2)  Pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act, 
     the Company has determined the proposed maximum offering price per Share to
     be $12.13.  This price is the average of the high and low prices for a
     Share on June 19, 1996, a date within five business days before the filing
     of this Registration Statement.  Pursuant to Paragraph (h) of Rule 457, the
     Company does not owe a separate registration fee with respect to the Plan
     interests.
        
(3)  These Plan interests may include awards of restricted stock, incentive 
     stock options, non-qualified stock options, performance shares, 
     performance units, or other stock unit awards.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information requested in Part I of this Registration Statement is
included in the prospectus for the Plan, which the Company has excluded from
this Registration Statement in accordance with the instructions to Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that the Company has previously filed with the
Commission are hereby incorporated by reference into this Registration
Statement:

    1.   The Company's Annual Report on Form 10-K for the year ended December
         31, 1995.

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1996.

    3.   The Proxy Statement dated May 2, 1996 (except for the information
         under the captions "Compensation Committee Report on Executive
         Compensation" and "Performance Graph").

    4.   The description of the Shares set forth in the Company's Registration
         Statement on Form 8-A, filed with the Commission on August 21, 1990,
         under which the Company registered the Shares under Section 12(g) of
         the Securities and Exchange Act of 1934, as amended (the "Exchange
         Act").

         All reports and other documents that the Company subsequently files
with the Securities and Exchange Commission (the "Commission") pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of
a post- effective amendment indicating that the Company has sold all of the
securities offered under this Registration Statement or that deregisters the
distribution of all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement from the date
that the Company files such report or document.  Any statement contained in
this Registration Statement or any report or document incorporated into this
Registration Statement by reference, however, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in a subsequently dated report or document that is also
considered part of this Registration Statement, or in any amendment to this
Registration Statement, is inconsistent with such prior statement.  The
Company's file number with the Commission is 1-9550.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.





                                      2
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law, the Company's certificate of
incorporation and bylaws, and the Company's indemnification agreements between
the Company and its officers and directors provide that the Company will
indemnify them to the full extent permitted by the Delaware General Corporation
Law for liabilities and expenses that they may incur in their capacities as
directors and officers of the Company.  Generally, the Company will indemnify
its directors and officers with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company.  With respect to any criminal action or proceeding, the director
or officer must also not have had any reasonable cause to believe that his or
her actions were unlawful.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
         EXHIBIT NO.                 DESCRIPTION 
         -----------                 ----------- 
             <S>       <C>                       
             4.1       Beverly Enterprises, Inc. 1996 Long-Term Incentive Plan 

             5.1       Opinion of Gibson, Dunn & Crutcher LLP                  

             23.1      Consent of Gibson, Dunn & Crutcher LLP                  
                                                                               
             23.2      Consent of Ernst & Young LLP                            
</TABLE>

ITEM 9.  UNDERTAKINGS.

         A.      RULE 415 OFFERING.  The undersigned Registrant hereby
undertakes:

                 (1)      To file, during any period in which offers or sales
        are being made, a post-effective amendment to this Registration
        Statement: (i) to include any prospectus required by Section 10(a)(3)
        of the Securities Act, (ii) to reflect in the prospectus any facts or
        events arising after the effective date of the Registration Statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change in the
        information set forth in the Registration Statement, and (iii) to
        include any material information with respect to the plan of
        distribution not previously disclosed in the Registration Statement or
        any material change to such information in the Registration Statement,
        provided, however, that clauses (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by
        those clauses is contained in periodic reports filed with or furnished
        to the Commission by the Registrant pursuant to Section 13 or 15(d) of
        the Exchange Act that are incorporated by reference in the Registration
        Statement;

                 (2)      That, for the purpose of determining any liability
        under the Securities Act, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and





                                      3
<PAGE>   4
                 (3)      To remove from registration by means of a
        post-effective amendment any of the securities being registered which
        remain unsold at the termination of the offering.

        B.       FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

        C.       REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                         [SIGNATURES ON THE NEXT PAGE]





                                      4
<PAGE>   5
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Smith, State of Arkansas, on this 13th day of
June, 1996.


                                BEVERLY ENTERPRISES, INC.


                                By:  /s/  DAVID R. BANKS
                                   ---------------------------------------------
                                   Name:    David R. Banks
                                   Title:   Chairman of the Board,
                                            Chief Executive Officer and Director


        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
     NAME AND SIGNATURE                                     TITLE                                   DATE
     ------------------                                     -----                                   ----
<S>                                            <C>                                              <C>              
/s/ DAVID R. BANKS                             Chairman of the Board, Chief Executive           June 13, 1996 
- --------------------------------               Officer and Director                            
David R. Banks                                                                                                              
                                                                                                                  
                                                                                                                  
/s/ BOYD H. HENDRICKSON                        President, Chief Operating Officer and           June 13, 1996 
- --------------------------------               Director                                                
Boyd W. Hendrickson                                                                                               
                                                                                                                  
                                                                                                                  
/s/ SCOTT M. TABAKIN                           Senior Vice President, Controller,               June 13, 1996 
- --------------------------------               Chief Accounting Officer, and Acting                   
Scott M. Tabakin                               Chief Financial Officer                                            
                                                                                                                  
                                                                                                                  
/s/ BERYL F. ANTHONY, JR.                      Director                                         June 13, 1996 
- --------------------------------                                                                       
Beryl F. Anthony, Jr.                                                                                             
                                                                                                                  
                                                                                                                  
/s/ JAMES R. GREENE                            Director                                         June 13, 1996 
- --------------------------------                                                                       
James R. Greene                                                                                                   
                                                                                                                  
                                                                                                                  
/s/ EDITH E. HOLIDAY                           Director                                         June 13, 1996 
- --------------------------------                                                                      
Edith E. Holiday                                                                                                  
</TABLE>   
           
           
           
           
           
                                      5
<PAGE>   6
<TABLE>    
<S>                                            <C>                                              <C>              
/s/ JON E. M. JACOBY                           Director                                         June 13, 1996 
- --------------------------------                                                                       
Jon E. M. Jacoby                                                                                                 
                                                                                                                 
                                                                                                                 
/s/ RISA J. LAVIZZO-MOUREY, M.D.               Director                                         June 13, 1996 
- --------------------------------                                                                       
Risa J. Lavizzo-Mourey, M.D.                                                                                     
                                                                                                                 
/s/ LOUIS W. MENK                              Director                                         June 13, 1996 
- --------------------------------                                                                       
Louis W. Menk                                                                                                    
                                                                                                                 
                                                                                                                 
/s/ MARILYN R. SEYMANN                         Director                                         June 13, 1996 
- --------------------------------                                                                       
Marilyn R. Seymann                
</TABLE>                          




                                      6
<PAGE>   7
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT NO.                        DESCRIPTION                                                  PAGE NO.
   -----------                        -----------                                                  --------
       <S>       <C>                                                                                 <C>
       4.1       Beverly Enterprises, Inc. 1996 Long-Term Incentive Plan..........................    8

       5.1       Opinion of Gibson, Dunn & Crutcher LLP...........................................    23
                                                                                                    
       23.1      Consent of Gibson, Dunn & Crutcher LLP (included in                                     
                 Exhibit 5.1).....................................................................    N/A
                                                                                                  
       23.2      Consent of Ernst & Young LLP.....................................................    26
</TABLE>





                                      7
