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

                                  SCHEDULE 13G
                                (RULE 13d - 102)

             Information to be included in statements filed pursuant
           to Rules 13d-1(b), (c) and (d) and amendments thereto filed
                              pursuant to 13d-2(b)

                              (AMENDMENT NO.___ )*

                            Beverly Enterprises, Inc.
                                (Name of Issuer)

                          Common Stock, par value $.10
                         (Title of Class of Securities)

                                    087851309
                                 (CUSIP Number)

                                  June 22, 2005
             (Date of Event which Requires Filing of this Statement)

                 Check the appropriate box to designate the rule
                    pursuant to which this Schedule is filed:

                                [ ] Rule 13d-1(b)
                                [x] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


 *The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
     for any subsequent amendment containing information which would alter
                  disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
 to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
   but shall be subject to all other provisions of the Act (however, see the
                                    Notes).

                       (Continued on the Following Pages)



1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg Master Investments Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             5,934,300

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             5,934,300

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             5,934,300

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             5.4%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Sandell Asset Management Corp.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             5,934,300

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             5,934,300

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             5,934,300

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          5.4%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg International Limited

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             5,934,300

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             5,934,300

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             5,934,300

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             5.4%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg International Holdings Limited

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             5,934,300

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             5,934,300

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             5,934,300

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             5.4%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Thomas E. Sandell

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Sweden

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             5,934,300

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             5,934,300

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             5,934,300

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [ ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             5.4%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


ITEM 1(a).      NAME OF ISSUER:

     Beverly Enterprises, Inc. ("Issuer")

ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

     One Thousand Beverly Way
     Fort Smith, Arkansas 72919

ITEM 2(a).      NAME OF PERSON FILING:

     The  names of the  persons  filing  this  statement  on  Schedule  13G are:
Castlerigg   Master   Investments   Ltd.,  a  British  Virgin  Islands   company
("Castlerigg  Master  Investments"),  Sandell Asset  Management  Corp., a Cayman
Islands exempted company ("SAMC"),  Castlerigg  International Limited, a British
Virgin Islands company ("Castlerigg  International"),  Castlerigg  International
Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings"),  and
Thomas E. Sandell, a citizen of Sweden ("Sandell").

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

     The principal  business address for each of Castlerigg Master  Investments,
Castlerigg  International  and  Castlerigg  Holdings is c/o Citco Fund  Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands, Antilles.

     The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York 10019.

ITEM 2(c).      CITIZENSHIP:

     Each  of  Castlerigg  Master  Investments,   Castlerigg  International  and
Castlerigg  Holdings is a company  formed  under the laws of the British  Virgin
Islands.

     SAMC is a Cayman Islands exempted company.

     Mr. Sandell is a citizen of Sweden.

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

     Common Stock, par value $.10 per share (the "Common Stock")

ITEM 2(e).      CUSIP NUMBER:

     087851309

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
                OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

     (a)  [ ] Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.



     (d)  [ ] Investment company  registered  under Section 8 of the  Investment
              Company Act.

     (e)  [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

     (f)  [ ] An employee benefit plan or endowment fund in accordance with Rule
              13d-1(b)(1)(ii)(F).

     (g)  [ ] A parent holding company or control person in accordance with Rule
              13d-1(b)(1)(ii)(G).

     (h)  [ ] A savings association  as defined in Section  3(b) of the  Federal
              Deposit Insurance Act.

     (i)  [ ] A church plan that is excluded from the definition of an
              investment company under Section 3(c)(14) of the Investment
              Company Act;

     (j)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

ITEM 4.         OWNERSHIP.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          The Reporting  Persons  beneficially  own  5,934,300  shares of Common
          Stock.

     (b)  Percent of Class:

          The Reporting  Persons  beneficially  own  5,934,300  shares of Common
          Stock representing 5.4% of all the outstanding shares of Common Stock.

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote

                Not applicable.

          (ii)  Shared  power to vote or to direct  the vote of shares of Common
                Stock:

                Castlerigg  Master  Investments,  Castlerigg  International,
                Castlerigg  Holdings,  SAMC and Mr.  Sandell have the shared
                power to vote or  direct  the vote of  5,934,300  shares  of
                Common Stock beneficially owned by the Reporting Persons.

          (iii) Sole power to dispose or to direct the  disposition of shares of
                Common Stock:

                Not applicable.



          (iv)  Shared power to dispose or to direct the disposition of shares
                of Common Stock:

                Castlerigg  Master  Investments,  Castlerigg  International,
                Castlerigg  Holdings,  SAMC and Mr.  Sandell have the shared
                power  to  dispose  or to  direct  the  disposition  of  the
                5,934,300 shares of Common Stock  beneficially  owned by the
                Reporting Persons.


ITEM 5.         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].


ITEM 6.         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                PERSON.

     Not applicable.


ITEM 7.         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                COMPANY.

     The shares of Common Stock  beneficially owned by the Reporting Persons are
owned  directly by Castlerigg  Master  Investments.  Castlerigg  Holdings is the
controlling   shareholder  of  Castlerigg  Master   Investments  and  Castlerigg
International is the controlling shareholder of Castlerigg Holdings.

ITEM 8.         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

     See Exhibit B attached hereto.

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP.

     Not applicable.

ITEM 10.        CERTIFICATION.

     By signing below the undersigned  certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.



                                    SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete, and correct.


Dated:  June 30, 2005      CASTLERIGG MASTER INVESTMENTS LTD.
                           By: Sandell Asset Management Corp.
                                 As Investment Manager


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Chief Executive Officer


                           SANDELL ASSET MANAGEMENT CORP.


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Chief Executive Officer



                           CASTLERIGG INTERNATIONAL LIMITED


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Director


                           CASTLERIGG INTERNATIONAL HOLDINGS LIMITED


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Director


                           /s/ Thomas E. Sandell
                           ---------------------
                               Thomas E. Sandell



                                    EXHIBIT A
                             JOINT FILING AGREEMENT

     The  undersigned  hereby  agree that the  statement  on  Schedule  13G with
respect to the Common Stock of Beverly  Enterprises,  Inc.  dated as of June 30,
2005 is, and any further  amendments  thereto signed by each of the  undersigned
shall  be,  filed  on  behalf  of each  of the  undersigned  pursuant  to and in
accordance  with the provisions of Rule 13d-1(k)  under the Securities  Exchange
Act of 1934, as amended.


Dated:  June 30, 2005      CASTLERIGG MASTER INVESTMENTS LTD.
                           By: Sandell Asset Management Corp.
                                 As Investment Manager


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Chief Executive Officer


                           SANDELL ASSET MANAGEMENT CORP.


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Chief Executive Officer



                           CASTLERIGG INTERNATIONAL LIMITED


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Director


                           CASTLERIGG INTERNATIONAL HOLDINGS LIMITED


                           By: /s/ Thomas E. Sandell
                               ---------------------
                           Name:   Thomas E. Sandell
                           Title:  Director


                           /s/ Thomas E. Sandell
                           ---------------------
                               Thomas E. Sandell



                                    EXHIBIT B

                     IDENTIFICATION OF MEMBERS OF THE GROUP



Castlerigg Master Investments Ltd.
Sandell Asset Management Corp.
Castlerigg International Limited
Castlerigg International Holdings Limited
Thomas E. Sandell