Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany



Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667


                                                                January 27, 2006


Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sir or Madame:

         Re:  Filing of Schedule 13G - Beverly Enterprises, Inc.


Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.

Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.

                                                       Sincerely,



                                                     Jeffrey A. Ruiz








Enclosures


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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934


                            Beverly Enterprises, Inc.
                     ---------------------------------------
                                 NAME OF ISSUER:


                        Common Stock (Par Value $ 0.001)
                     ---------------------------------------
                          TITLE OF CLASS OF SECURITIES


                                    087851309
                      -------------------------------------
                                  CUSIP NUMBER


                                December 30, 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:

                                [x] Rule 13d-1(b)

                                [ ] Rule 13d-1(c)

                                [ ] Rule 13d-1(d)









1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank AG*

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
        (A) [ ]
        (B) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

         Federal Republic of Germany

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     9,531,005
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  9,531,005
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      9,531,005

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         8.13%

12. TYPE OF REPORTING PERSON

         HC, CO, BK

     * In accordance with Securities Exchange Act Release No. 39538 (January 12,
     1998), this filing reflects the securities beneficially owned by the
     Corporate and Investment Banking business group and the Corporate
     Investments business group (collectively, "CIB") of Deutsche Bank AG and
     its subsidiaries and affiliates (collectively, "DBAG"). This filing does
     not reflect securities, if any, beneficially owned by any other business
     group of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act
     of 1934 ("Act"), this filing shall not be construed as an admission that
     CIB is, for purposes of Section 13(d) under the Act, the beneficial owner
     of any securities covered by the filing. Furthermore, CIB disclaims
     beneficial ownership of the securities beneficially owned by (i) any client
     accounts with respect to which CIB or its employees have voting or
     investment discretion, or both, and (ii) certain investment entities, of
     which CIB is the general partner, managing general partner, or other
     manager, to the extent interests in such entities are held by persons other
     than CIB.

1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank Securities Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
        (A) [ ]
        (B) [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware


NUMBER OF         5.       SOLE VOTING POWER
SHARES                     7,147,212
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  7,147,212
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         7,147,212

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

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          6.10%

12. TYPE OF REPORTING PERSON


         BD, CO









1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank AG, London Branch

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
        (A) [ ]
        (B) [ ]

3. SEC USE ONLY

4.        CITIZENSHIP OR PLACE OF ORGANIZATION

         Federal Republic of Germany


NUMBER OF         5.       SOLE VOTING POWER
SHARES                     2,383,793
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  2,383,793
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,383,793

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         0.43%

12. TYPE OF REPORTING PERSON

         BK, CO











Item 1(a).        Name of Issuer:

                  Beverly Enterprises, Inc. ("Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                                1000 Beverly Way
                              Fort Smith, AR 72919

Item 2(a).        Name of Person Filing:

                  This statement is filed on behalf of Deutsche Bank AG
                  ("Reporting Person").

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                           Taunusanlage 12
                           D-60325 Frankfurt am Main
                           Federal Republic of Germany

Item 2(c).        Citizenship:

                  The citizenship of the Reporting Person is set forth on the
                  cover page.

Item 2(d).        Title of Class of Securities:

                  The title of the securities is common stock, $0.001 par value
                  ("Common Stock").

Item 2(e).        CUSIP Number:

                  The CUSIP number of the Common Stock is set forth on the cover
                  page.

Item 3.          If this statement is filed pursuant to Rules 13d-1(b), or 
                 13d-2(b) or (c), check whether the person filing is a:

                 (a)         [X]  Broker or dealer registered under section 15
                             of the Act;

                                Deutsche Bank Securities Inc.

                 (b)         [X]    Bank as defined in section 3(a)(6) of the 
                             Act;

                               Deutsche Bank AG, London Branch

                 (c)         [ ]Insurance Company as defined in section 3(a)(19)
                             of the Act;

                 (d)         [ ] Investment Company registered under section 8
                             of the Investment Company Act of 1940;



                 (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)         [ X ] Parent holding company or control person in
                             accordance with Rule 13d-1 (b)(1)(ii)(G);

                             Deutsche Bank AG

                 (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 of 1940;

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




Item 4.           Ownership.

                  (a) Amount beneficially owned:

                  The Reporting Person owns the amount of the Common Stock as
                  set forth on the cover page.

                  (b) Percent of class:

                  The Reporting Person owns the percentage of the Common Stock
                  as set forth on the cover page.



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

                           (i) sole power to vote or to direct the vote:

                           The Reporting Person has the sole power to vote or 
                           direct the vote of the Common Stock as set forth on
                           the cover page.

                           (ii) shared power to vote or to direct the vote:

                           The Reporting Person has the shared power to vote or
                           direct the vote of the Common Stock as set forth on
                           the cover page.

                           (iii) sole power to dispose or to direct the
                           disposition of:

                           The Reporting Person has the sole power to dispose or
                           direct the disposition of the Common Stock as set
                           forth on the cover page.

                           (iv) shared power to dispose or to direct the
                            disposition of:

                           The Reporting Person has the shared power to dispose
                           or direct the disposition of the Common Stock as set
                           forth on the cover page.

Item 5.           Ownership of Five Percent or Less of a Class.

                                 Not applicable.

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.

                  Subsidiary                           Item 3Classification

                  Deutsche Bank AG, London Branch               Bank

                  Deutsche Bank Securities Inc.               Broker Dealer

Item 8.           Identification and Classification of Members of the Group.

                                 Not applicable.

Item 9.           Notice of Dissolution of Group.

                                 Not applicable.

Item 10.        Certification.

                  By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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 my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


         Dated:  January 27, 2006






                                                Deutsche Bank AG

                                                By:  /s/ Jeffrey A. Ruiz
                                                Name:    Jeffrey A. Ruiz
                                                Title:   Vice President

                                                By:  /s/ Pasquale Antolino
                                                Name:    Pasquale Antolino
                                                Title:   Associate


























                                     SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


         Dated:  January 27, 2006





                                        Deutsche Bank Securities     Inc.

                                           By:  /s/ Margaret M. Adams
                                           Name:    Margaret M. Adams 
                                           Title:   Director