FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FREIMARK JEFFREY P   2. Issuer Name and Ticker or Trading Symbol BEVERLY ENTERPRISES INC [BEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CHIEF FINANCIAL AND (Last) (First) (Middle) ONE THOUSAND BEVERLY WAY 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2005 (Street) FORT SMITH, AR 72919 4. If Amendment, Date Original Filed(Month/Day/Year) 12/27/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price $.10 Par Value Common Stock 12/23/2005(1)   F   30,810 (2) D $ 11.77 230,542 D   $.10 Par Value Common Stock 12/23/2005(1)   F   16,631 (3) D $ 11.77 213,911 D   $.10 Par Value Common Stock 12/23/2005(1)   F   18,104 (3) D $ 11.77 195,807 D   $.10 Par Value Common Stock 12/23/2005(1)   F   23,917 (3) D $ 11.77 171,890 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FREIMARK JEFFREY P ONE THOUSAND BEVERLY WAY FORT SMITH, AR 72919			EVP, CHIEF FINANCIAL AND

Signatures

By: Brenda Boster, by Power of Attorney For: Jeffrey P. Freimark		12/30/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Amended Form 4 is to correct the amount of withholding/shares traded for taxes.
(2)	Shares withheld in payment of taxes associated with issuance of shares in connection with early vesting of performance units pursuant to the terms of the merger agreement, determined by dividing the reporting person's applicable withholding amount by $11.77 (the closing market price of the Company's common stock on December 23, 2005, the date the shares were issued), with fractional shares being rounded up to the next whole number).
(3)	Shares withheld in payment of taxes associated with early vesting of restricted stock pursuant to the terms of the merger agreement by and among Beverly Enterprises,Inc. (the "Company"), Pearl Senior Care, Inc., PSC Sub, Inc. and Geary Property Holdings, LLC, as amended (the "Merger Agreement).

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