UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

BEVERLY ENTERPRISES, INC.

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

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Table of Contents

Item 1. Description of Registrant’s Securities to be Registered.

      On March 25, 2005, the Board of Directors (the “Board”) of Beverly Enterprises, Inc. (“BEI”) approved an amendment to the Rights Agreement, dated as of January 26, 2005, as the same may be amended from time to time (the “Agreement”), between the Company and The Bank of New York, as Rights Agent. BEI is hereby amending its Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on January 28, 2005, relating to the Preferred Share Purchase Rights as further described in the Agreement (the “Rights”) and as listed on the New York Stock Exchange, Inc. BEI is also hereby amending its Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 3, 2005, relating to the Rights as listed on the Pacific Exchange, Inc.

      The purpose of the Amendment is to clarify that, notwithstanding anything to the contrary contained in the Agreement, no person shall be deemed the beneficial owner of, or shall be deemed to beneficially own, any security solely by reason of that person’s solicitation or receipt of Special Meeting Notices, Special Meeting Demands and/or Nomination Notices from another person, and no person shall be deemed the beneficial owner of, or shall be deemed to beneficially own, any security solely by reason of such person’s execution, individually or together with other persons, or such person’s delivery to another person, of a Special Meeting Notice, Special Meeting Demand and/or Nomination Notice. For purposes of the Amendment, the terms “Special Meeting Notice”, “Special Meeting Demand” and “Nomination Notice” shall have the meanings set forth in (i) the resolutions adopted by the Board and contained in Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2005 and (ii) the resolutions adopted by the Board and contained in Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2005. A copy of the Amendment is included as Exhibit 1 hereto and is incorporated herein by reference. This foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 2. Exhibits

SIGNATURE

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

EXHIBIT INDEX