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                                                                   EXHIBIT 10.3

                          AMENDMENT NUMBER ONE TO THE
                           NEW BEVERLY HOLDINGS, INC.
                         1997 LONG-TERM INCENTIVE PLAN

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

                                  WITNESSETH:

     WHEREAS, during the first week of December, 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 ("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, pursuant to the Transaction, the Corporation changed its name
from NBHI to Beverly Enterprises, Inc. and assumed the sponsorship of the New
Beverly Holdings, Inc. 1997 Long-Term Incentive Plan (the "1997 LTIP"); and

     WHEREAS, the Corporation desires to amend the 1997 LTIP to (i) reflect the
new name of the Corporation following the Transaction, (ii) add restrictions on
the ability of the Compensation Committee of the Corporation's Board of
Directors ("Committee") to reduce or remove restrictions or accelerate vesting
with respect to previously granted Performance Awards, Bonus Stock, and Other
Stock Unit Awards (as defined in the 1997 LTIP), and (iii) prescribe minimum
vesting periods for various awards under the Plan; and

     WHEREAS, pursuant to Section 14.8 of the 1997 LTIP, the Board of Directors
("Board") may amend the 1997 LTIP at any time;

     NOW, THEREFORE, effective as of the Closing Date of the Transactions (as
hereinabove defined), the 1997 LTIP shall be amended as follows:

     1.   The title page and Section 2.40 of the 1997 LTIP shall be amended to
change the name of the 1997 LTIP to the "Beverly Enterprises, Inc. 1997
Long-Term Incentive Plan" ("1997 LTIP");
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     2.   Sections 1 and 2.13 of the 1997 LTIP shall be amended to change the
name of the Company to "Beverly Enterprises, Inc.";

     3.   A new Section 2.50 is hereby added to the 1997 LTIP to read as
follows:

            2.50  "Transaction" means, collectively, those transactions which
            are described in the Agreement and Plan of Distribution by and
            between Beverly Enterprises, Inc. ("Old Beverly"), New Beverly
            Holdings, Inc. ("NBHI") and Capstone Pharmacy Services, Inc.
            ("Capstone"), dated as of April 15, 1997, and the Agreement and Plan
            of Merger by and between Old Beverly and Capstone dated as of April
            15, 1997.

     4.   Section 9.2 of the 1997 LTIP is hereby amended by adding a new
sentence at the end thereof to read as follows:

            "Except as specifically provided herein, including, without
            limitation, Section 14.13, the Committee shall have no authority to
            reduce or remove the Performance Goals or Performance Period without
            the express consent of the stockholders of the Company. Furthermore,
            except in the case of the Participant's death or disability, or a
            Change of Control of the Company, no Performance Unit or Performance
            Award shall become vested or payable less than one (1) year after
            its grant."

     5.   Section 10 of the 1997 LTIP shall be amended by replacing the first
paragraph thereof with the following:

            "Subject to the terms and provisions of the Plan and applicable law,
            the Committee, at any time and from time to time, may award Shares
            of Bonus Stock to Participants without cash consideration. The
            Committee shall determine and indicate in the relevant Agreement
            restrictions which shall apply to such Bonus Stock, which shall
            provide for vesting periods and/or periods of restriction which
            shall be not less stringent than those as contained in Section 8.4
            with respect to awards of Restricted Stock and Restricted Stock
            Units. In addition, such Shares shall be subject to at least the
            following restrictions:"

     6.   Section 10 of the 1997 LTIP shall be further amended by adding a new
sentence at the end thereof to read as follows:





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          "Except as specifically provided herein, including, without
          limitation, Section 14.13, the Committee shall have no authority to
          reduce or remove any restrictions or limitations on Bonus Stock
          without the express consent of the stockholders of the Company."

7.   Section 11.2(d) is hereby amended to read as follows:

          "Other Stock Unit Awards may be subject to a deferred payment
          schedule.  Furthermore, all Other Stock Unit Awards granted under the
          Plan shall be subject to vesting periods and/or periods of
          restriction which are not less stringent than those as specified in
          Section 8.4 with respect to awards of Restricted Stock and
          Restricted Stock Units."

8.   Section 11.2 of the 1997 LTIP is hereby amended by adding a new subsection
(f) to read follows:

          "(f) Except as specifically provided herein, including, without
          limitation, Sections 11(e) and 14.13, the Committee shall have no
          authority to reduce or remove any Performance Criteria, vesting
          schedule, or other restriction or condition imposed on or Other Stock
          Unit Award without the express consent of the stockholders of the
          Company."



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


BEVERLY ENTERPRISES, INC.


                                    By:
                                        -----------------------------

                                    Its:
                                         ----------------------------






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