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                                                                   EXHIBIT 10.53

                                                                  EXECUTION COPY

                              FOURTEENTH AMENDMENT
                              TO CREDIT AGREEMENT
                                     AMONG
                           BEVERLY ENTERPRISES, INC.,
               BEVERLY HEALTH AND REHABILITATION SERVICES, INC.,
                   -THE SUBSIDIARY GUARANTORS LISTED HEREIN,
                           THE LENDERS LISTED HEREIN,
                         BANK OF MONTREAL, AS CO-AGENT,
                                      AND
                    THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
                          LOS ANGELES AGENCY, AS AGENT

                          Dated as of December 7, 1995



            THIS FOURTEENTH AMENDMENT dated as of December 7, 1995 (this
"Amendment"),  is  entered  into  by  and  among  BEVERLY ENTERPRISES, INC., a
Delaware corporation ("BEI"), BEVERLY HEALTH AND REHABILITATION SERVICES, INC. 
(formerly known as Beverly California Corporation), a California corporation
("Borrower"), the SUBSIDIARY  GUARANTORS  listed  on  the signature  pages 
hereof (together with BEI, the "Guarantors"), the LENDERS listed on the
signature pages hereof (such lenders, together with each Person that may or has
become a party to the Credit Agreement (as defined below) pursuant to
subsection 10.8 thereof, are referred to herein individually as a "Lender" and
collectively as the "Lenders"), BANK OF MONTREAL as co-agent for the Lenders
(in such capacity, the "Co- Agent"), and THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., Los Angeles Agency ("LTCB"), as agent for the Lenders (in such capacity,
the "Agent").   This Amendment amends the Credit Agreement dated March 24, 1992
by and among BEI, Borrower, Co-Agent, Agent and Lenders, as amended by that
First Amendment to Credit Agreement dated April 7, 1992 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Second
Amendment to Credit Agreement dated as of May 11, 1992 by and among BEI,
Borrower, Co- Agent, Agent and the Lenders, as further amended by that Third
Amendment to Credit Agreement dated as of March 1, 1993 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Fourth
Amendment to Credit Agreement dated as of November 1, 1993 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Fifth
Amendment to Credit Agreement dated as of March 21, 1994 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Sixth
Amendment to Credit Agreement dated as of April 22, 1994 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as- further amended by that Seventh
Amendment to Credit Agreement dated as of May 2, 1994 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Eighth
Amendment to Credit Agreement dated as of November 1, 1994 by and among BEI,
Borrower, Co-Agent, Agent and the Lenders, as further amended by that Ninth
Amendment to Credit Agreement dated as of November 9, 1994 by and





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among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by
that Tenth Amendment to Credit Agreement dated as of December 6, 1994 by and
among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by
that Eleventh Amendment to Credit Agreement dated as of March 27, 1995 by and
among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by
that Twelfth Amendment to Credit Agreement dated as of October 23, 1995 by and
among BEI, Borrower, Co-Agent, Agent and the Lenders, as further amended by
that Thirteenth Amendment to Credit Agreement dated as of September 29, 1995 by
and among BEI, Borrower, Co-Agent and the Lenders (said Credit Agreement, as so
amended, the "Credit Agreement"), as set forth herein. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.


                                    RECITALS


          WHEREAS, Borrower desires to amend the Credit Agreement in certain
respects;

          WHEREAS,  Lenders,  Co-Agent and Agent have agreed to approve such
amendments;

          WHEREAS, Guarantors desire to reaffirm the effectiveness respectively
of the Subsidiary Guaranty Agreement and the BEI Guaranty Agreement;

          NOW,  THEREFORE,  in Consideration of  the  terms  and conditions
herein contained, BEI, Borrower, Guarantors, Co-Agent, Agent and Lenders agree
as follows:


                                   AGREEMENT

SECTION 1.     AMENDMENT  TO  SUBSECTION  5.14  OF  THE  CREDIT AGREEMENT

          A.  Subsection 5.14(l) of the Credit Agreement is hereby amended by
deleting the word "and" appearing at the end thereof.

          B.  Subsection 5.14(m) of the Credit Agreement is hereby amended by
deleting the "." at end thereof and substituting "; and" therefor.

          C.  Subsection 5.14 of the Credit Agreement is hereby amended by
adding the following clause at the end thereof:

     "(n)  Contingent obligations incurred by Subsidiaries of BEI to guaranty
     BEI's $150,000,000 Senior Notes due 2005 issued in the fourth quarter of
     1995 substantially in accordance with the terms and conditions set forth
     in the draft Prospectus relating thereto dated as of November





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     21,  1995  ("Unsecured Senior Notes");  provided,  that $142, 000,000 of
     the aggregate amount of the proceeds of the Unsecured Senior Notes is used
     on the date of issuance thereof to repay or reimburse the Borrower for
     paying (1) the Morgan Term Loans in an amount not less than $87,500,000;
     (2) the Notes in an amount not less than $28,000,000; (3) the Senior Notes
     in an amount not less than $17,750,000; and (4) the Nippon Notes in an
     amount not less than $8,750,000."


SECTION 2.     REPRESENTATIONS AND WARRANTIES

          In order to induce Agent, Co-Agent and Lenders to enter into this
Amendment,  each of BEI and Borrower represents and warrants to Agent, Co-Agent
and Lenders that:

          (a) The representations and warranties of each Loan Party contained
in the Credit Agreement are true, correct and complete in all material respects
on and as of the date hereof to the same extent as though made on and as of the
date hereof except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they are true, correct
and complete in all material respects as of such earlier date;

          (b) No event has occurred and is continuing or would result from the
execution of this Amendment that constitutes an Event of Default or Potential
Event of Default;

          (c) Each Loan Party has performed in all material respects all
agreements and satisfied all conditions that the Credit Agreement and this
Amendment provide shall be performed by it on or before the date hereof;

          (d) The execution, delivery and performance of this Amendment and the
Credit Agreement as amended by this Amendment, by each Loan Party are within
the corporate power and authority of each such Loan Party and, as of the
Fourteenth Amendment Effective Date (as hereinafter defined), will be duly
authorized by all necessary corporate action on the part of each Loan Party,
and this Amendment, as of the Fourteenth Amendment Effective Date, is duly
executed and delivered by each of such Loan Parties and will constitute a valid
and binding agreement of each of such Loan Parties, enforceable against such
Loan Parties in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.   The Credit Agreement constitutes and,
as of the Fourteenth Amendment Effective Date, the Credit Agreement, as amended
by this Amendment, will constitute, a valid and binding agreement of BEI and
Borrower,  enforceable against BEI and Borrower in accordance with its terms,
except as may  be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium or similar laws or equitable principles, relating to or





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limiting creditors' right generally or by equitable principles relating to
enforceability;

          (e)  The execution and delivery by each Loan Party of this Amendment
and the performance by each Loan Party of the Credit Agreement as amended by
this Amendment, do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to any Loan Party,  the Certificate
or Articles of Incorporation or Bylaws of any Loan Party or any order, judgment
or decree of any court or other agency of government binding on any Loan Party,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any instrument that is material,
individually or in the aggregate, and that is binding on such Loan Party, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of any Loan Party (other than any Liens created under any
of the Loan Documents in favor of Agent on behalf of Lenders), or (iv) require
any approval or consent of any Person under any instrument that is material,
individually or in the aggregate, and that is binding on such Loan Party; and

          (f) The execution and delivery by each Loan Party of this Amendment
and the performance by each Loan Party of the Credit Agreement as amended by
this Amendment, do not and will not require any registration with, consent or
approval of, or notice to, or other  action  to,  with  or  by,  any  federal,
state  or  other governmental authority or regulatory body.


SECTION 3.     CONDITIONS TO EFFECTIVENESS

          Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Fourteenth
Amendment Effective Date"):

          A.  On or before the Fourteenth Amendment Effective Date, BEI,
Borrower and each Subsidiary Guarantor shall deliver to Lenders  (or to Agent
for Lenders with sufficient originally executed copies, as appropriate, for
each Lender and its counsel) the following, each, unless otherwise noted, dated
the Fourteenth Amendment Effective Date:

               (i)  Signature and incumbency certificates of its officers
     executing this Amendment certified by its secretary or an assistant
     secretary; and

               (ii) Executed counterparts of this Amendment.

          B.  On or before the Fourteenth Amendment Effective Date, Requisite
Lenders shall have delivered to Agent a counterpart of this Amendment
originally executed by a duly authorized officer of such Lender or by telex or
telephonic confirmation.





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SECTION 4.     THE GUARANTIES

          Each Guarantor acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment.   Each
Guarantor hereby confirms that the Guaranty Agreement and then Collateral
Documents to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the case may be, to
the fullest extent possible then payment and performance of all Obligations,
Guarantied Obligations  (as defined in then applicable Guaranty Agreements) and
Secured Obligations (as defined in the Collateral Documents), as the case may
be, including, without limitation, the payment and performance of all
Obligations of Borrower now or hereafter existing under or in respect of the
Credit Agreement as amended by this Amendment and the Notes defined therein.

          Each Guarantor acknowledges and agrees that any of the Guaranty
Agreements and the Collateral Documents to which it is a party or otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by then execution or effectiveness of this Amendment.  Each Guarantor
represents and warrants that all representations and warranties contained in
the Credit Agreement as amended by this Amendment and the Guaranty Agreements
and the Collateral Documents to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the
Fourteenth Amendment Effective Date to the same extent as though made on and as
of that date except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they are true, correct
and complete in all material respects as of such earlier date.

          Each Guarantor acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness sent forth in this Amendment, such Guarantor is not
required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment or any other Loan Document and (ii) that neither the terms of the
Credit Agreement, any other Loan Document nor this Amendment shall be deemed to
require the consent of any Guarantor to any future amendments to the Credit
Agreement.

SECTION 5.     COUNTERPARTS; EFFECTIVENESS

          This  Amendment  may  be  executed  in  any  number  of counterparts,
and  by  different  parties  hereto  in  separate counterparts, each of which
when so executed and delivered shall be deemed an original,  but all such
counterparts together shall constitute but one and the same instrument.  This
Amendment (other than the provisions of Section 1 hereof) shall become
effective upon the execution of a counterpart hereof by Requisite Lenders and
each of the Loan Parties and receipt of written or telephonic





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notification of  such execution and authorization of delivery thereof.


SECTION 6.     FEES AND EXPENSES

          Borrower acknowledges that all costs, fees and expenses as described
in subsection 10.4 of the Credit Agreement incurred by Agent and its counsel
with respect to this Amendment and the documents and transactions contemplated
hereby shall be for the account of Borrower.


SECTION 7.     EFFECT OF AMENDMENT

          It is hereby agreed that, except as specifically provided herein,
this Amendment does not in any way affect or impair the terms and conditions
of the Credit Agreement, and all terms and conditions of the Credit Agreement
are to remain in full force and effect unless otherwise specifically amended or
changed pursuant to the terms and conditions of this Amendment.


SECTION 8.     APPLICABLE LAW

          This Amendment and the rights and obligations of the parties hereto
and all other aspects hereof shall be deemed to be made under,  shall be
governed by, and shall be construed and enforced in accordance with, the laws
of the State of New York without regard to principles of conflicts of laws.

               [Remainder of page intentionally left blank]





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          WITNESS the due execution hereof by then respective duly authorized
officers of the undersigned as of then date first written above.

                                        BEI:

                                        BEVERLY ENTERPRISES, INC.
           
                                        By:
                                        Title:
           
           
           
           
                                        Borrower:
           
                                        BEVERLY HEALTH AND REHABILITATION
                                        SERVICES, INC. (formerly known as 
                                        Beverly California Corporation)
           
           
                                        By:
                                        Title:
           
           
           
           
                                        Agent, Co-Agent and Lenders:
           
                                        THE LONG-TERM CREDIT BANK OF JAPAN,
                                        LOS ANGELES AGENCY,
                                        as Agent and as a Lender
           
           
                                        By:
                                        Title:
           
           
           
                                        BANK OF MONTREAL,
                                        as Co-Agent and as a Lender
           
           
                                        By:
                                        Title:
           




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                                        Lenders:

                                        INTERNATIONALE NEDERLANDEN (U.S.)
                                        CAPITAL CORPORATION


                                        By:
                                        Title:



                                        U.S. NATIONAL BANK OF OREGON



                                        By:
                                        Title:

                 The Subsidiary Guarantors:

                      Beverly Enterprises - Alabama, Inc.

                      Beverly Enterprises - Arkansas, Inc.

                      Beverly Enterprises - Florida, Inc.

                      Beverly Enterprises - Georgia, Inc.

                      Beverly Enterprises - Maryland, Inc.

                      Beverly Enterprises --Massachusetts, Inc.

                      Beverly Enterprises - Minnesota, Inc.

                      Beverly Enterprises - Mississippi, Inc.

                      Beverly Enterprises - Missouri, Inc.

                      Beverly Enterprises - Nebraska, Inc.

                      Beverly Enterprises - North Carolina, Inc.

                      Beverly Enterprises - Oregon

                      Beverly Enterprises - Wisconsin, Inc.

                      Commercial Management, Inc.

                      Hallmark Convalescent Homes, Inc.





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                      Hospital Facilities Corporation

                      Moderncare of Lumberton, Inc.

                      Nebraska City S-C-H, Inc.

                      South Dakota - Beverly Enterprises, Inc.

                      Vantage Healthcare Corporation

                      AGI-Camelot, Inc.

                      AGI-McDonald County Health Care, Inc.

                      Beverly Enterprises - Arizona, Inc.

                      Beverly Enterprises - California, Inc.

                      Beverly Enterprises - Colorado, Inc.

                      Beverly Enterprises - Connecticut, Inc.

                      Beverly Enterprises - Garden Terrace, Inc.

                      Beverly Enterprises - Hawaii, Inc.

                      Beverly Enterprises - Idaho, Inc.

                      Beverly Enterprises - Illinois, Inc.

                      Beverly Enterprises - Indiana, Inc.

                      Beverly Enterprises - Kansas, Inc.

                      Beverly Enterprises - Kentucky, Inc.

                      Beverly Enterprises - Louisiana, Inc.

                      Beverly Enterprises - Michigan, Inc.

                      Beverly Enterprises - New Jersey, Inc.

                      Beverly Enterprises - Ohio, Inc.

                      Beverly Enterprises - Pennsylvania, Inc.

                      Beverly Enterprises - South Carolina, Inc.

                      Beverly Enterprises - Tennessee, Inc.

                      Beverly Enterprises - Texas, Inc.

                      Beverly Enterprises - Utah, Inc.





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                      Beverly Enterprises - Virginia, Inc.

                      Beverly Enterprises - Washington, Inc.

                      Beverly Enterprises - West Virginia, Inc.

                      Beverly Indemnity, Ltd.

                      Beverly Manor Inc. of Hawaii

                      Beverly Savana Cay Manor, Inc.

                      Columbia-Valley Nursing Home, Inc.

                      Computran Systems, Inc.

                      Continental Care Centers of Council
                          Bluffs, Inc.

                      Forest City Building Ltd.

                      Home Medical Systems,Inc.

                      Kenwood View Nursing Home, Inc.

                      Liberty Nursing Homes, Incorporated

                      Medical Arts Health Facility of
                          Lawrenceville, Inc.

                      Nursing Home Operators, Inc.

                      Petersen Health Care, Inc.

                      Pharmacy Corporation of America

                      Salem No. 1, Inc.

                      South Alabama Nursing Home, Inc.

                      American Transitional Care Centers of
                          Texas, Inc.

                      American Transitional Care Dallas-Ft.
                          Worth, Inc.

                      American Transitional Health Care, Inc.

                      American Transitional Hospitals, Inc.

                      American Transitional Hospitals of
                          Indiana, Inc.

                      American Transitional Hospitals of





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                      Oklahoma, Inc.

                      American Transitional Hospitals of
                          Tennessee, Inc.

                      ATH Del Oro, Inc.

                      ATH Heights, Inc.

                      ATH Tuscon, Inc.

                      Beverly Enterprises Japan Limited

                      AdviNent, Inc.

                      Beverly Crest Corporation

                      Beverly Enterprises-Distribution Services,
                          Inc.

                      Hospice Preferred Choice, Inc.

                      Beverly Rehabilitation Services, Inc.

                      Synergos, Inc.

                      Synergos-Scottsdale, Inc.

                      Synergos-Pleasanthill, Inc.

                      Synergos-North Hollywood, Inc.


                                        By:
                                        Title:





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