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                                                                    EXHIBIT 10.5



                          AMENDMENT NUMBER ONE TO THE
                           NEW BEVERLY HOLDINGS, INC.
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

     Amendment made this 11th day of December, 1997, by Beverly Enterprises,
Inc. (the "Corporation").

                              W I T N E S S E T H:

     WHEREAS, effective as of December 3, 1997, Beverly Enterprises, Inc. (as in
existence prior to the "Transaction" referenced below) (hereinafter referred to
as "Old Beverly") transferred its healthcare business to a wholly-owned
subsidiary of Old Beverly, i.e., New Beverly Holdings, Inc. ("NBHI"), which was
then spun-off to the shareholders of Old Beverly, all pursuant to the Agreement
and Plan of Distribution by and between Old Beverly, NBHI and Capstone Pharmacy
Services, Inc. ("Capstone") dated as of April 15, 1997; and

     WHEREAS, immediately following such spin-off, Old Beverly merged with and
into Capstone, with Capstone as the surviving corporation, all pursuant to the
Agreement and Plan of Merger by and between Old Beverly and Capstone dated as of
April 15, 1997 (all the aforementioned transactions to be referred to herein
collectively as the "Transaction"); and

     WHEREAS, the Corporation adopted the New Beverly Holdings, Inc.
Non-Employee Directors' Stock Option Plan on May 29, 1997 (the "Plan"); and

     WHEREAS, the Corporation desires, in light of the Transaction as
hereinabove defined, to amend the Plan to increase the number of options granted
under the Plan to reflect adjustments in the value of the Corporation's Stock
following the Transaction; and

     WHEREAS, Section 8.1 of the Plan provides that it may be amended or
modified by the Corporation at any time and from time to time;

     NOW, THEREFORE, Section 3.2 of the Plan is hereby amended to read in its
entirety as follows:

          "Effective as of December 3, 1997, each Non-Employee Director as of
          his first Grant Date shall automatically be granted an Option to
          Purchase 3,375 shares of Common Stock, and shall automatically be
          granted an Option to purchase an additional 3,375 shares of Common
          Stock as of each Grant Date subsequent to the initial Grant Date
          applicable to such Non-Employee Director and during the term of this
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          Plan, with each such subsequent grant being effective as of the
          applicable Grant Date. To be eligible to receive such an Option grant
          with respect to any such Grant Date, the Non-Employee Director must be
          a Non-Employee Director on such Grant Date. All Options granted under
          this Section 3.2 shall be subject to the Common Stock availability
          provisions of Section 4.1. Each individual who first becomes a
          Non-Employee Director after the Effective Date shall automatically be
          granted an Option to purchase 3,375 shares of Common Stock, effective
          as of the Grant Date which is coincident with or next following the
          date on which such individual becomes a Non-Employee Director."

     IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by a duly authorized representative, as of the date and year first
written above.

                                             BEVERLY ENTERPRISES, INC.

                                             By:
                                                 -------------------------------
                                             Its:
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