SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                Schedule 13D

                 Under the Securities Exchange Act of 1934
                             (Amendment No. 1)


                         Beverly Enterprises, Inc.
                 -----------------------------------------
                              (Name of Issuer)

                   Common Stock, $.10 par value per share
                 -----------------------------------------
                       (Title of class of securities)

                                 087851309
                 -----------------------------------------
                               (CUSIP Number)

           Kenneth Maiman, Esq.                  Bradley Takahashi, Esq.
        Appaloosa Management L.P.             Franklin Mutual Advisers, LLC
       26 Main Street, First Floor              51 John F. Kennedy Parkway
            Chatham, NJ 07928                     Short Hills, NJ 07078
              (973) 701-7000                          (973) 912-2000

            Arnold M. Whitman                      Richard Marks, Esq.
          Formation Capital, LLC                   Northbrook NBV, LLC
            1035 Powers Place                   500 Skokie Blvd, Ste. 310
           Alpharetta, GA 30004                    Northbrook, IL 60062
              (770) 754-9660                          (847) 559-1002

                         Robert C. Schwenkel, Esq.
                Fried, Frank, Harris, Shriver & Jacobson LLP
                             One New York Plaza
                          New York, NY 10004-1980
                               (212) 859-8000
         (Persons Authorized to Receive Notices and Communications)

                              January 14, 2005
                 -----------------------------------------
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]






CUSIP NO.   087851309                 13D          PAGE     2   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Appaloosa Investment Limited Partnership I

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,873,122

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,873,122

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,873,122

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.7%

        TYPE OF REPORTING PERSON
  14    PN




CUSIP NO.   087851309                 13D          PAGE     3   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Palomino Fund Ltd.

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    British Virgin Islands

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,641,178

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,641,178

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,641,178

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.5%

        TYPE OF REPORTING PERSON
  14    CO




CUSIP NO.   087851309                 13D          PAGE     4   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Appaloosa Management L.P.

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         3,514,300

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           3,514,300

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        3,514,300

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        3.3%

        TYPE OF REPORTING PERSON
  14    PN;IA



CUSIP NO.   087851309                 13D          PAGE     5   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Appaloosa Partners Inc.

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         3,514,300

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           3,514,300

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        3,514,300

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        3.3%

        TYPE OF REPORTING PERSON
  14    CO



CUSIP NO.   087851309                 13D          PAGE     6   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    David A. Tepper

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    USA

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         3,514,300

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           3,514,300

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        3,514,300

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        3.3%

        TYPE OF REPORTING PERSON
  14    IN;HC



CUSIP NO.   087851309                 13D          PAGE     7   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Franklin Mutual Advisers, LLC

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          3,508,900

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         -0-

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        3,508,900

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           -0-

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        3,508,900

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        3.2%

        TYPE OF REPORTING PERSON
  14    IA



CUSIP NO.   087851309                 13D          PAGE     8   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Northbrook NBV, LLC

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    WC

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,487,200

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,487,200

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,487,200

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.4%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     9   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    David Hokin

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    USA

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,487,200

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,487,200

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,487,200

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.4%

        TYPE OF REPORTING PERSON
  14    IN;HC



CUSIP NO.   087851309                 13D          PAGE     10   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Rob Rubin

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    USA

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,487,200

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,487,200

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,487,200

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.4%

        TYPE OF REPORTING PERSON
  14    IN



CUSIP NO.   087851309                 13D          PAGE     11   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Robert Hartman

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    USA

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         1,487,200

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           1,487,200

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        1,487,200

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        1.4%

        TYPE OF REPORTING PERSON
  14    IN




CUSIP NO.   087851309                 13D          PAGE     12   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    1995 David Reis Family Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         10,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           10,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        10,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     13   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    1995 Donna Reis Family Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         25,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           25,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        25,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     14   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Aaron Reis Spray Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         20,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           20,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        20,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     15   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Anna Reis Spray Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         22,500

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           22,500

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        22,500

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     16   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Alexander Reis Spray Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         22,500

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           22,500

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        22,500

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     17   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    David Reis Family Trust

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    OO

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Connecticut

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         25,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           25,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        25,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     18   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    David Reis

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    PF

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    United States

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          95,000[1]

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         125,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        95,000[1]

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           125,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        220,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    IN

-----------------
[1]  Includes 20,000 Beverly Enterprises shares which may be purchased
     pursuant to currently exercisable call options.



CUSIP NO.   087851309                 13D          PAGE     19   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Baylor Enterprises LLC

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    AF

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    Georgia

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          -0-

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         22,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        -0-

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           22,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        22,000

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1.0%

        TYPE OF REPORTING PERSON
  14    OO



CUSIP NO.   087851309                 13D          PAGE     20   OF      PAGES

       NAME OF REPORTING PERSON
       SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  1    Arnold M. Whitman

       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                 (a)  |X|
  2                                              (b)  |_|

  3    SEC USE ONLY

       SOURCE OF FUNDS
  4    PF

       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) OR 2(e)
  5    N/A

       CITIZENSHIP OR PLACE OF ORGANIZATION
  6    USA

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          4,500

BENEFICIALLY   8   SHARED VOTING POWER
  OWNED BY         22,000

    EACH       9   SOLE DISPOSITIVE POWER
  REPORTING        4,500

   PERSON      10  SHARED DISPOSITIVE POWER
    WITH           22,000

  11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
        26,500

  12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        N/A

  13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        Less than 1%

        TYPE OF REPORTING PERSON
  14    IN;HC




     This Amendment No. 1 amends and restates the Schedule 13D filed on
January 24, 2005 (the "Statement") by (i) Appaloosa Investment Limited
Partnership I, (ii) Palomino Fund Ltd., (iii) Appaloosa Management L.P.,
(iv) Appaloosa Partners, Inc., (v) David A. Tepper, (vi) Franklin Mutual
Advisers, LLC, (vii) Northbrook NBV, LLC, (viii) David Hokin, (ix) Rob
Rubin, (x) Robert Hartman, (xi) 1995 David Reis Family Trust, (xii) 1995
Donna Reis Family Trust, (xiii) Aaron Reis Spray Trust, (xiv) Anna Reis
Spray Trust, (xv) Alexander Reis Spray Trust, (xvi) David Reis Family
Trust, (xvii) David Reis, (xviii) Baylor Enterprises LLC and (xix) Arnold
Whitman relating to the common stock, $0.10 par value per share, of Beverly
Enterprises Inc., making certain corrections to the Statement.

Item 1.    Security and Issuer

      This Statement on Schedule 13D (this "Statement") is filed with
respect to common stock, $.10 par value per share ("Beverly Enterprises
Shares"), of Beverly Enterprises, Inc., a Delaware corporation (the
"Company"). The principal executive office of the Company is located at One
Thousand Beverly Way, Fort Smith, Arkansas 72919.

Item 2.    Identity and Background

      This Statement is being filed by Appaloosa Investment Limited
Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa
Management L.P. ("Appaloosa"), Appaloosa Partners Inc. ("API"), David A.
Tepper, Franklin Mutual Advisers, LLC ("Franklin Mutual"), Northbrook NBV
LLC ("Northbrook"), David Hokin, Rob Rubin, Robert Hartman, the 1995 David
Reis Family Trust ("1995 DRF Trust"), the 1995 Donna Reis Family Trust
("Donna Trust"), the Aaron Reis Spray Trust ("Aaron Trust"), the Anna Reis
Spray Trust ("Anna Trust"), the Alexander Reis Spray Trust ("Alexander
Trust"), the David Reis Family Trust ("DRF Trust"), David Reis, Baylor
Enterprises LLC ("Baylor") and Arnold M. Whitman (collectively, the "Filing
Persons"). The Filing Persons have entered into a Joint Filing Agreement,
dated as of January 24, 2004, a copy of which is attached hereto as Exhibit
A.

      API is a Delaware corporation and the sole general partner of
Appaloosa, a Delaware limited partnership. Mr. Tepper is the sole
stockholder and sole director of API and is a U.S. citizen. Mr. Tepper's
present principal employment is as President of API. Ronald Goldstein is
the Secretary of API, and his present principal employment is as Vice
President of API ("Mr. Goldstein"). Lawrence O'Friel's present principal
employment is as treasurer of API ("Mr. O'Friel" and, together with Mr.
Goldstein, the "API Officers"). Each of the API Officers is a citizen of
the United States and disclaims beneficial ownership of any of the
securities covered by this Statement.

      Appaloosa is the sole general partner of AILP, a Delaware limited
partnership, and Appaloosa makes all investment decisions for Palomino as
its investment adviser. AILP and Palomino are referred to herein
collectively as the "Appaloosa Purchasers." Palomino has no executive
officers, and its directors are as follows: Mr. Tepper, Ernest Morrison
("Mr. Morrison"), and Graham Cook ("Mr. Cook" and, together with Mr.
Morrison, the "Palomino Directors"). Mr. Morrison and Mr. Cook are each
citizens of the United Kingdom. Mr. Morrison's present principal employment
is as a partner of the law firm Cox Hallett Wilkinson. Mr. Cook's present
principal employment is as Managing Director of TMF (BVI) Limited and as
Managing Director of Bison Financial Services Limited. Each of the Palomino
Directors disclaims beneficial ownership of any of the securities covered
by this Statement.

      The address of the principal business and/or principal office of each
of AILP, Appaloosa, API, Mr. Tepper and the API Officers is c/o API, 26
Main Street, 1st Floor, Chatham, New Jersey 07928. The address of the
principal business and principal office of Palomino is c/o Trident Trust
Company (Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand Cayman, Cayman
Islands. Mr. Morrison's principal business address at Cox Hallett Wilkinson
is Milner House, 18 Parliament Street, Hamilton, Bermuda. Mr. Cook's
principal business address at TMF (BVI) Limited is Mill Mall P.O. Box 964,
Road Town, Tortola, British Virgin Islands, and at Bison Financial Services
Limited, his principal business address is Bison Court, Yamraj Building,
Road Town, Tortola, British Virgin Islands.

      Franklin Mutual is a limited liability company organized under the
laws of Delaware, and its principal business is as an investment adviser
registered with the U.S. Securities and Exchange Commission ("SEC") and
investment adviser to certain investment companies within the
Franklin/Templeton Group of Fund, including Franklin Mutual Series Fund
Inc. Franklin Mutual's principal business address is 51 John F. Kennedy
Parkway, Short Hills, New Jersey 07078. The names, addresses, principal
occupations and citizenship of each executive officer and director and each
controlling person, if any, of Franklin Mutual are set forth in Exhibit B
attached hereto.

      Northbrook is a limited liability company organized under the laws of
Delaware, and its principal business is general investment activities. Each
of Messrs. Hokin, Hartman and Rubin is a Manager of Northbrook, and Mr.
Hokin is the controlling member. Mr. Hokin's principal employment is as
Chief Strategist for DH2, Inc., an Illinois corporation ("DH2"), whose
principal business is investment and advisory services. Mr. Rubin's
principal employment is as Managing Director for DH2. Mr. Hartman's
principal employment is as Chairman of Nucare Services Corp, an Illinois
corporation ("Nucare"), whose principal business is healthcare management.
The business address of each of Northbrook, DH2 and Messrs Hokin and Rubin
is 500 Skokie Boulevard, Suite 310, Northbrook, Illinois 60062. The
business address of each of Nucare and Mr. Hartman is 6633 N. Lincoln Ave.,
Lincolnwood, Illinois, 60712. Each of Messrs Hokin, Hartman and Rubin is a
U.S. citizen.

      Each of the 1995 DRF Trust, Donna Trust, Aaron Trust, Anna Trust,
Alexander Trust and DRF Trust (together, the "Reis Trusts") is a personal,
discretionary family trust formed under the laws of Connecticut. Pursuant
to the trust agreements under which each Reis Trust was formed, the trustee
is authorized to make any investment of its trust fund which the trustee
considers to be in the best interests of the beneficiaries. None of the
Reis Trusts carries on business but holds property, including 200,000
Beverly Enterprises Shares in the aggregate. The records of each Reis Trust
are held at, and the mailing address of each Reis Trust is, c/o Senior Care
Development, LLC, 19 Post Road East, Westport, CT 06880.

      David Reis is a trustee of each of the Reis Trusts and serves as
Managing Member of Senior Care Development, LLC, a limited liability
company organized under the laws of Connecticut. His principal business
address is 19 Post Road East Westport, CT 06880. Mr. Reis is a U.S.
citizen.

      Baylor is a limited liability company organized under the laws of
Georgia, and its principal business is holding selected securities.
Baylor's principal business address is c/o Formation Capital, LLC, 1035
Powers Place, Alpharetta, GA 30004.

      Arnold M. Whitman is the controlling member of Baylor and serves as
Chief Executive Officer, Treasurer and Co-Chairman of Formation Capital,
LLC ("Formation"), a limited liability company organized under the laws of
Pennsylvania to invest in companies in the senior housing and long-term
care industry. Mr. Whitman's principal business address is c/o Formation
Capital, LLC, 1035 Powers Place, Alpharetta, GA 30004. Mr. Whitman is a
U.S. citizen.

      During the last five years, none of the Filing Persons, Formation,
the API Officers, the Palomino Directors or any of the executive officers
listed in Exhibit B attached hereto has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration

      The Beverly Enterprises Shares reported herein by the Appaloosa
Purchasers were acquired with funds of approximately $30,590,227.19
(including brokerage commissions). All of such funds were provided from
investment capital of each Appaloosa Purchaser. The Beverly Enterprises
Shares reported herein by Franklin Mutual were acquired with funds of
approximately $31,446,000 (including brokerage commissions). All of such
funds were provided from investment capital of Franklin Mutual's respective
advisory clients. The Beverly Enterprises Shares reported herein by
Northbrook were acquired with funds of approximately $13,344,744.62
(including brokerage commissions). All of such funds were provided from
Northbrook's working capital. The Beverly Enterprises Shares reported
herein by each of the Reis Trusts were acquired with funds (including
brokerage commissions) of approximately $89,000 for the 1995 DRF Trust,
$209,224 for the Donna Trust, $161,266 for the Aaron Trust, $183,373.97 for
the Anna Trust, $183,374 for the Alexander Trust, $205,616 for the DRF
Trust, and the Beverly Enterprises Shares reported herein by Mr. Reis in
his personal capacity were acquired with funds of approximately $624,967.
All of such funds were provided to each of the Reis Trusts from earnings
accumulated, in or contributions to, the general trust corpus, and the
funds provided to David Reis in his personal capacity were contributed by
Mr. Reis through his personal funds. The Beverly Enterprises Shares
reported herein by Baylor were acquired with funds of approximately
$198,019.80 (excluding brokerage commissions). All of such funds were
provided from a capital contribution from Baylor's controlling member,
Arnold M. Whitman. The Beverly Enterprises Shares reported herein by Mr.
Whitman in his personal capacity were acquired with funds of approximately
$40,511.45 (including brokerage commissions). All of such funds were
provided from Mr. Whitman's own personal funds.

Item 4.    Purpose of Transaction

      The Filing Persons acquired the Beverly Enterprises Shares reported
in Item 5 of this Statement in order to increase their equity interest in
the Company, which the Filing Persons believe is an attractive investment.

      The Filing Persons are interested in exploring the possibility of a
negotiated transaction with the Company that would involve acquiring
control of the Company or purchasing its real estate assets and nursing
facilities operations (the "SNFs"). In this regard, during the week of
December 13, 2004, Mr. Whitman discussed the possibility of such a
transaction with William R. Floyd, the Chairman of the Board, President and
Chief Executive Officer of the Company. On December 22, 2004, Formation
sent a follow-up letter, a copy of which is attached hereto as Exhibit D
(the "December 22 Letter"), to Mr. Floyd, expressing its interest in
acquiring the issued and outstanding Beverly Enterprises Shares subject to
completion of Formation's due diligence review of the Company and execution
of definitive agreements and stating that it was prepared to immediately
commence due diligence review of the Company. In this letter, Formation
also stated that the terms of the letter were only intended as an outline
of certain material terms of the proposed transaction and were not intended
to be binding on the Company or Formation and, moreover, that they did not
include all the material terms, conditions, covenants, representations,
warranties and other provisions that would be contained in a definitive
agreement and other documentation.

      On January 5, 2005, the Company responded to Formation's December 22
Letter in a letter, a copy of which is attached hereto as Exhibit E (the
"January 5 Letter"), indicating that the Company had shared the December 22
Letter with its Board of Directors which had engaged advisors to assist it
in evaluating Formation's indication of interest. On or about January 13,
2005, Mr. Whitman responded to the January 5 Letter and discussed further
with Mr. Floyd Formation's indication of interest. On January 19, 2005,
Formation expanded on its proposal as initially set forth in the December
22 Letter in a letter to the Company, a copy of which is attached hereto as
Exhibit F (the "January 19 Letter"), and reiterated the non-binding nature
of the proposed transaction on the Company and Formation.

      The Filing Persons, Formation, any of the API Officers and Palomino
Directors or persons named in Exhibit B may also acquire additional Beverly
Enterprises Shares in the open market, in privately negotiated
transactions, or otherwise, and may contact the Company, its
representatives or other persons interested in the Company, for the purpose
of discussing the Company and the matters referred to in the December 22
Letter, January 5 Letter and January 19 Letter. The Filing Persons reserve
the right at any time (ii) to modify or withdraw their proposal as set
forth in the December 22 Letter and January 19 Letter, (ii) to terminate
their acting as a group in respect of the Beverly Enterprises Shares or
(iii) to dispose of some or all of their Beverly Enterprises Shares in the
open market or in privately negotiated transactions to third parties, or
otherwise, depending on the market conditions and other factors.

      Although the foregoing represents the range of activities presently
contemplated by the Filing Persons and Formation with respect to the
Beverly Enterprises Shares, it should be noted that the possible activities
of the Filing Persons and Formation are subject to change at any time. In
particular, any one or more Filing Persons (and their respective
affiliates) reserves the right, in each case subject to any applicable
limitations imposed on the sale of any of their Beverly Enterprises Shares
by the Securities Act of 1933, as amended, and the rules promulgated
thereunder, to distribute or cause to be distributed Beverly Enterprises
Shares in kind to its limited partners, members or investors, as the case
may be, or to the limited partners, members or investors of one or more
Filing Persons controlled by it.

Item 5.    Interest in Securities of the Issuer

     (a)  The Filing Persons beneficially own, as defined in Rule 13d-3
          under the Securities Exchange Act of 1934 (the "1934 Act"),
          8,756,900 Beverly Enterprises Shares in the aggregate. Based on
          the number of Beverly Enterprises Shares reported as outstanding
          by the Company in recent public filings, the Filing Persons
          beneficially own approximately 8.1% of the Beverly Enterprises
          Shares as calculated pursuant to Rule 13d-3(d)(1)(i):

          (i)    AILP is the owner of 1,873,122 Beverly Enterprises Shares
                 (or 1.7% of the outstanding Beverly Enterprises Shares).
                 Each Filing Person (other than AILP, Palomino, Appaloosa,
                 API and Mr. Tepper) disclaims beneficial ownership of
                 AILP's Beverly Enterprises Shares;

          (ii)   Palomino is the owner of 1,641,178 Beverly Enterprises
                 Shares (or 1.5% of the outstanding Beverly Enterprises
                 Shares). Each Filing Person (other than AILP, Palomino,
                 Appaloosa, API and Mr. Tepper) disclaims beneficial
                 ownership of Palomino's Beverly Enterprises Shares;

          (iii)  each of Appaloosa, API, and Mr. Tepper, by virtue of their
                 relationships to the Appaloosa Purchasers as described in
                 Item 2 above, may be deemed to be a beneficial owner of
                 3,514,300 Beverly Enterprises Shares in the aggregate (or
                 3.3% of the outstanding Beverly Enterprises Shares). None
                 of the API Officers and Palomino Directors owns, and each
                 disclaims beneficial ownership of, any of the Beverly
                 Enterprises Shares covered by this Statement. Each Filing
                 Person (other than AILP, Palomino, Appaloosa, API and Mr.
                 Tepper) disclaims beneficial ownership of the Beverly
                 Enterprises Shares owned by Appaloosa, API, and Mr.
                 Tepper;

          (iv)   Advisory clients of Franklin Mutual are the owners, in the
                 aggregate, of 3,508,900 Beverly Enterprises Shares under
                 investment advisory contracts that grant to Franklin
                 Mutual sole voting and investment discretion over such
                 shares. Therefore, Franklin Mutual may be deemed to be,
                 for purposes of Rule 13d-3 under the 1934 Act, the
                 beneficial owner of 3,508,900 Beverly Enterprises Shares,
                 representing approximately 3.2% of the outstanding Beverly
                 Enterprises Shares.

                 Franklin Mutual is an indirect wholly owned subsidiary of
                 Franklin Resources, Inc., a Delaware corporation ("FRI").
                 Beneficial ownership by investment advisory subsidiaries
                 and other affiliates of FRI is being reported in
                 conformity with the guidelines articulated by the SEC
                 staff in Release No. 34-39538 (January 12, 1998) relating
                 to organizations, such as FRI, where related entities
                 exercise voting and investment powers over the securities
                 being reported independently from each other. The voting
                 and investment powers held by Franklin Mutual are
                 exercised independently from FRI, and from all other
                 investment advisor subsidiaries of FRI (FRI, its
                 affiliates and investment advisor subsidiaries other than
                 Franklin Mutual are collectively referred to herein as
                 "FRI affiliates"). Furthermore, Franklin Mutual and FRI
                 internal policies and procedures establish informational
                 barriers that prevent the flow between Franklin Mutual and
                 the FRI affiliates of information that relates to the
                 voting and investment powers over the securities owned by
                 their respective advisory clients. Consequently, Franklin
                 Mutual and the FRI affiliates are each reporting the
                 securities over which they hold investment and voting
                 power separately from each other.

                 Charles B. Johnson and Rupert H. Johnson, Jr. (the
                 "Principal FRI Shareholders") each owns in excess of 10%
                 of the outstanding common stock of FRI and are the
                 principal shareholders of FRI. However, Franklin Mutual
                 exercises voting and investment powers on behalf of its
                 advisory clients independently of FRI, the Principal FRI
                 Shareholders, and their respective affiliates.
                 Consequently, beneficial ownership of the securities being
                 reported by Franklin Mutual, including the Beverly
                 Enterprises Shares being reported herein, is not
                 attributed to FRI, the Principal FRI Shareholders, and
                 their respective affiliates other than Franklin Mutual.
                 Franklin Mutual disclaims any economic interest or
                 beneficial ownership in any of the Beverly Enterprises
                 Shares that may be beneficially owned by FRI or its other
                 affiliates. Furthermore, FRI, the Principal FRI
                 Shareholders, and their respective affiliates, including
                 Franklin Mutual, are of the view that they are not acting
                 as a "group" for purposes of Section 13(d) under the 1934
                 Act and that they are not otherwise required to attribute
                 to each other the "beneficial ownership" of securities
                 held by any of them or by any persons or entities advised
                 by FRI subsidiaries. Each other Filing Person disclaims
                 beneficial ownership of the Beverly Enterprises Shares
                 owned by Franklin Mutual;

          (v)    Northbrook owns 1,487,200 Beverly Enterprises Shares which
                 represent approximately 1.4% of the outstanding Beverly
                 Enterprises Shares. Each of Messrs. Hartman and Rubin, in
                 their capacities as Managers of Northbrook as disclosed in
                 Item 2, may be deemed to have beneficial ownership of the
                 1,487,200 Beverly Enterprises Shares owned by Northbrook,
                 and each of Messrs. Hokin, Hartman and Rubin disclaims
                 beneficial ownership of such shares. Mr. Hokin, in his
                 capacity as Manager and controlling member of Northbrook,
                 may be deemed to be a beneficial owner of the Beverly
                 Enterprises Shares owned by Northbrook. Each Filing Person
                 (other than Northbrook) disclaims beneficial ownership of
                 the Beverly Enterprises Shares owned by Northbrook;

          (vi)   the 1995 DRF Trust is the owner of 10,000 Beverly
                 Enterprises Shares (or less than 1.0% of the outstanding
                 Beverly Enterprises Shares). Each Filing Person (other
                 than Mr. Reis and each of the Reis Trusts) disclaims
                 beneficial ownership of the Beverly Enterprises Shares
                 owned by the 1995 DRF Trust;

          (vii)  the Donna Trust is the owner of 25,000 Beverly Enterprises
                 Shares (or less than 1.0% of the outstanding Beverly
                 Enterprises Shares). Each Filing Person (other than Mr.
                 Reis and each of the Reis Trusts) disclaims beneficial
                 ownership of the Beverly Enterprises Shares owned by the
                 Donna Trust;

          (viii) the Aaron Trust is the owner of 20,000 Beverly Enterprises
                 Shares (or less than 1.0% of the outstanding Beverly
                 Enterprises Shares). Each Filing Person (other than Mr.
                 Reis and each of the Reis Trusts) disclaims beneficial
                 ownership of the Beverly Enterprises Shares owned by the
                 Aaron Trust;

          (ix)   the Anna Trust is the owner of 22,500 Beverly Enterprises
                 Shares (or less than 1.0% of the outstanding Beverly
                 Enterprises Shares). Each Filing Person (other than Mr.
                 Reis and each of the Reis Trusts) disclaims beneficial
                 ownership of the Beverly Enterprises Shares owned by the
                 Anna Trust;

          (x)    the Alexander Trust is the owner of 22,500 Beverly
                 Enterprises Shares (or less than 1.0% of the outstanding
                 Beverly Enterprises Shares). Each Filing Person (other
                 than Mr. Reis and each of the Reis Trusts) disclaims
                 beneficial ownership of the Beverly Enterprises Shares
                 owned by the Alexander Trust;

          (xi)   the DRF Trust is the owner of 25,000 Beverly Enterprises
                 Shares (or less than 1.0% of the outstanding Beverly
                 Enterprises Shares). Each Filing Person (other than Mr.
                 Reis and each of the Reis Trusts) disclaims beneficial
                 ownership of the Beverly Enterprises Shares owned by the
                 DRF Trust;

          (xii)  Mr. David Reis, in his personal capacity, has beneficial
                 ownership of 95,000 Beverly Enterprise Shares (or less
                 than 1.0% of the outstanding Beverly Enterprises Shares
                 and 20,000 of which may be exercised by Mr. Reis pursuant
                 to currently exercisable call options that he holds) and,
                 by virtue of his status as trustee of each of the Reis
                 Trusts, may be deemed to share beneficial ownership of
                 125,000 Beverly Enterprises Shares held directly in the
                 aggregate by the Reis Trusts (or less than 1.0% of the
                 outstanding Beverly Enterprises Shares). Each Filing
                 Person (other than Mr. Reis) disclaims beneficial
                 ownership of the 95,000 Beverly Enterprises Shares
                 beneficially owned by Mr. Reis, and each Filing Person
                 (other than Mr. Reis and each Reis Trust) disclaims
                 beneficial ownership of the 125,000 Beverly Enterprises
                 Shares held directly in the aggregate by the Reis Trusts,
                 which Mr. Reis may be deemed to own by virtue of his
                 status as trustee to the Reis Trusts;

          (xiii) Baylor is the owner of 22,000 Beverly Enterprises Shares
                 (or less than 1% of the outstanding Beverly Enterprises
                 Shares). Each Filing Person (other than Baylor and Mr.
                 Whitman) disclaims beneficial ownership of the Beverly
                 Enterprises Shares owned by Baylor;

          (xiv)  Mr. Arnold M. Whitman has sole beneficial ownership of
                 4,500 Beverly Enterprises Shares (or less than 1% of the
                 outstanding Beverly Enterprises Shares) and, solely by
                 virtue of his controlling interest in Baylor, may be
                 deemed to share beneficial ownership of 26,500 Beverly
                 Enterprises Shares with Baylor in the aggregate (or less
                 than 1% of the outstanding Beverly Enterprises Shares).
                 Each Filing Person (other than Mr. Whitman) disclaims
                 beneficial ownership of the 4,500 Beverly Enterprises
                 Shares owned by Mr. Whitman in his personal capacity, and
                 each Filing Person (other than Mr. Whitman and Baylor)
                 disclaims beneficial ownership of the 22,000 Beverly
                 Enterprises Shares held directly by Baylor, which Mr.
                 Whitman may be deemed to own by virtue of his controlling
                 interest in Baylor; and

          (xv)   Formation does not own any of the aggregate 1,733,700
                 Beverly Enterprises Shares (or 1.6% of the outstanding
                 Beverly Enterprises Shares) beneficially owned by
                 Northbrook, Messrs Hokin, Rubin and Hartman, any of the
                 Reis Trusts, Mr. Reis, Baylor and Mr. Whitman and
                 disclaims beneficial ownership of such shares.

          By virtue of the Term Sheet, filed as Exhibit G to this
          Statement, and the Agreement among Stockholders, filed as Exhibit
          H to this Statement, each as described in Item 6 below, the
          Filing Persons may be deemed to be members of a group as defined
          in Rule 13d-5(b) and share beneficial ownership of the aggregate
          8,756,900 Beverly Enterprises Shares reported herein.

     (b)  By virtue of the relationships described in Item 2, the Appaloosa
          Purchasers, Appaloosa, API and Mr. Tepper have shared power to
          vote and direct the disposition of the Beverly Enterprises Shares
          beneficially owned by them (as defined in Rule 13d-3 under the
          1934 Act). Franklin Mutual has the sole power to vote and direct
          the disposition of the Beverly Enterprises Shares it holds. By
          virtue of Messrs Hokin, Hartman and Rubin's relationship to
          Northbrook as described in Item 2, Northbrook and Messrs Hokin,
          Hartman and Rubin have shared power to vote and direct the
          disposition of the Beverly Enterprises Shares held by Northbrook.
          By virtue of the relationships described in Item 2, the Reis
          Trusts and Mr. Reis have shared power to vote and direct the
          disposition of the 125,000 Beverly Enterprises Shares held by
          such trusts, and Mr. Reis has the sole power to vote and direct
          the disposition of the 95,000 Beverly Enterprises Shares (20,000
          of which may be purchased by Mr. Reis pursuant to currently
          exercisable call options that he holds) held by him in his
          personal capacity. By virtue of Mr. Whitman's controlling
          interest in Baylor as described in Item 2, Baylor and Mr. Whitman
          have shared power to vote and direct the disposition of the
          22,000 Beverly Enterprises Shares held by Baylor, and Mr. Whitman
          has the sole power to vote and direct the disposition of 4,500
          Beverly Enterprises Shares held by himself.

     (c)  Exhibit C sets forth the purchases of Beverly Enterprises Shares
          effected by any Filing Person, Formation, any API Officer or
          Palomino Director or any person named in Exhibit B during the
          past 60 days. All of such purchases were effected by the Filing
          Persons on the New York Stock Exchange.

     (d)  Other than the Filing Persons and any person named in Exhibit B,
          no person is known by any Filing Person to have the right to
          receive or the power to direct the receipt of dividends from, or
          the proceeds from the sale of, any Beverly Enterprises Shares
          beneficially owned by the Filing Persons or other person named in
          Exhibit B.

     (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or
          Relationships with Respect to Securities of the Issuer.

           On December 14, 2004, Appaloosa, Eureka Capital Markets, LLC,
       financial advisor to the Filing Persons in connection with the
       Transaction ("Eureka"), Formation and Franklin Mutual (the
       "Consortium Members") executed a term sheet setting forth the terms
       by which they would work together to effect a transaction acquiring
       the outstanding Beverly Enterprises Shares or the SNFs. Pursuant to
       this term sheet, Appaloosa, Franklin Mutual and Formation would make
       an aggregate equity contribution of $375 million to an entity newly
       formed by Formation, consisting of $150 million from Appaloosa, $175
       million from Franklin Mutual and $50 million from Formation. In
       addition, the term sheet provides for the division of profits and
       losses and payment of fees and expenses among the Consortium
       Members. The description of this term sheet is qualified in its
       entirety by reference to the term sheet dated December 14, 2004
       filed as Exhibit G attached hereto and incorporated herein by
       reference.

           On January 24, 2005, the Filing Persons and Formation (the
       "Parties"), entered into a letter agreement to ensure the
       coordinated supply of information necessary for the timely filing of
       a Schedule 13D by such members in acknowledgement that the
       Consortium Members and their affiliates may be deemed to have formed
       a "group" (within the meaning of Section 13(d)(3) of the 1934 Act).
       Pursuant to this letter agreement, each Party is required, among
       other things, to notify the other members promptly of each purchase
       or sale of Beverly Enterprises Shares and any agreements, contracts,
       arrangements, understandings, plans or proposals entered into by it
       or its affiliates that are required to be disclosed under Item 7 of
       Schedule 13D. The description of this letter agreement is qualified
       in its entirety by reference to the letter agreement dated January
       24, 2005 filed as Exhibit H hereto and incorporated herein by
       reference.

Item 7.    Material to be Filed as Exhibits

     A.   Joint Filing Agreement dated January 24, 2005.*
     B.   Executive Officers of Franklin Mutual.*
     C.   Transactions in Beverly Enterprises Shares Since November 18,
          2004.+
     D.   Letter dated December 22, 2004 from Formation to the Company.*
     E.   Letter dated January 5, 2005 from the Company to Formation.*
     F.   Letter dated January 19, 2005 from Formation to the Company.*
     G.   Term Sheet dated December 14, 2004.*
     H.   Agreement Among Stockholders dated January 24, 2005.+

---------------
*    Previously filed.
+    Filed herewith.







                                 SIGNATURE

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

Dated: January 25, 2005

                                      APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

                                      By: Appaloosa Management L.P.,
                                           its General Partner

                                           By: Appaloosa Partners Inc.,
                                                 its General Partner


                                                 By: /s/ David A. Tepper
                                                    -------------------------
                                                 Name:   David A. Tepper
                                                 Title:  President








                                 SIGNATURE

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

Dated: January 25, 2005

                                      PALOMINO FUND LTD.

                                      By: Appaloosa Management L.P.,
                                           its Investment Adviser

                                           By: Appaloosa Partners Inc.,
                                                 its General Partner


                                                 By: /s/ David A. Tepper
                                                    -------------------------
                                                 Name:   David A. Tepper
                                                 Title:  President









                                 SIGNATURE

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

Dated: January 25, 2005

                                      APPALOOSA MANAGEMENT L.P.

                                      By: Appaloosa Partners Inc.,
                                           its General Partner


                                           By: /s/ David A. Tepper
                                              -------------------------
                                           Name:   David A. Tepper
                                           Title:  President












                                 SIGNATURE

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

Dated: January 25, 2005

                                      APPALOOSA PARTNERS INC.


                                      By: /s/ David A. Tepper
                                         -------------------------
                                      Name:   David A. Tepper
                                      Title:  President







                                 SIGNATURE

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

Dated: January 25, 2005
                                      /s/ David A. Tepper
                                      -------------------------------
                                      DAVID A. TEPPER





                                 SIGNATURE

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

Dated: January 25, 2005



                                      Franklin Mutual Advisers, LLC



                                      By: /s/ David J. Winters
                                          ------------------------
                                      Name:   David J. Winters
                                      Title:  President, Chief Executive
                                              Officer and Chief Investment
                                              Officer







                                 SIGNATURE

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

Dated: January 25, 2005

                                      NORTHBROOK NBV, LLC



                                      By: /s/ Rob Rubin
                                          ------------------------
                                      Name:   Rob Rubin
                                      Title:  Manager






                                 SIGNATURE

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

Dated: January 25, 2005
                                      /a/ David Hokin
                                      -------------------------------
                                      DAVID HOKIN





                                 SIGNATURE

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

Dated: January 25, 2005
                                      /s/ Rob Rubin
                                      -------------------------------
                                      ROB RUBIN





                                 SIGNATURE

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

Dated: January 25, 2005
                                      /s/ Robert Hartman
                                      -------------------------------
                                      ROBERT HARTMAN





                                 SIGNATURE

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

Dated: January 25, 2005

                                      1995 DAVID REIS FAMILY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee





                                 SIGNATURE

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

Dated: January 25, 2005

                                      1995 DONNA REIS FAMILY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee





                                 SIGNATURE

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

Dated: January 25, 2005

                                      AARON REIS SPRAY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee






                                 SIGNATURE

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

Dated: January 25, 2005

                                      ANNA REIS SPRAY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee





                                 SIGNATURE

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

Dated: January 25, 2005

                                      ALEXANDER REIS SPRAY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee





                                 SIGNATURE

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

Dated: January 25, 2005

                                      DAVID REIS FAMILY TRUST


                                      By:   /s/ David Reis
                                         -------------------------------
                                         Name:  David Reis
                                         Title: Trustee






                                 SIGNATURE

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

Dated: January 25, 2005



                                      /S/ David Reis
                                      -------------------------------
                                       DAVID REIS





                                 SIGNATURE

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

Dated: January 25, 2005

                                      BAYLOR ENTERPRISES LLC


                                      By:    /s/ Arnold M. Whitman
                                          ---------------------------
                                          Name:  Arnold M. Whitman
                                          Title: Managing Member





                                 SIGNATURE

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

Dated: January 25, 2005



                                      /s/ Arnold M. Whitman
                                      -------------------------------
                                          ARNOLD M. WHITMAN






                               EXHIBIT INDEX


EXHIBIT           NAME

     A.   Joint Filing Agreement dated January 24, 2005.*
     B.   Executive Officers of Franklin Mutual.*
     C.   Transactions in Beverly Enterprises Shares Since November 18,
          2004.+
     D.   Letter dated December 22, 2004 from Formation to the Company.*
     E.   Letter dated January 5, 2005 from the Company to Formation.*
     F.   Letter dated January 19, 2005 from Formation to the Company.*
     G.   Term Sheet dated December 14, 2004.*
     H.   Agreement Among Stockholders dated January 24, 2005.+

---------------
*    Previously filed.
+    Filed herewith.