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

                                    FORM 8-K

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

Date of report (Date of earliest event reported)        January 21, 2005
                                                        ----------------


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




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


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


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

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

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

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

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

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







Item 7.01   Regulation FD Disclosure.

On January 21, 2005, the Company issued a press release announcing that its
annual meeting will be held at 10:00 a.m. (CDT) on Thursday, April 21, 2005, at
the Company's Corporate Center located at 1000 Beverly Way, Fort Smith,
Arkansas. A copy of the press release is attached hereto as Exhibit 99.1.

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

         (a)      Exhibits

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


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                                    SIGNATURE


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

Dated:  January 21, 2005           BEVERLY ENTERPRISES, INC.


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


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                                  EXHIBIT INDEX


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



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