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                                                                   EXHIBIT 10.34


                 FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

         This First Amendment to Change in Control Severance Agreement (the
"Amendment") is executed by David L. Redmond (the "Executive") and Beverly
Enterprises, Inc., a Delaware corporation (the "Company" or "Beverly"), to 
amend the Change in Control Agreement dated as of December 8, 1995, between
the Executive and the Company (the "Agreement"). The Executive and the 
Company hereby agree as follows:

         1.      Definitions. Unless expressly defined in this Amendment, the
capitalized terms used in this Amendment have the definitions attributed to
them in the Agreement, and the definitions of those terms in the Agreement are
incorporated herein by reference.

         2.      Employer. Executive is employed by Pharmacy Corporation of
America ("PCA"), a subsidiary of the Company. Accordingly, all references to
"the Company"  in Paragraphs 1(b), 1(e), 1(g), 1(h), and 4(d) of the Agreement
shall mean PCA and not Beverly.  The parties agree that all references to the
Company in paragraphs 2, 3(a), 3(b), 6, 7, 8, 11, 12, 13 and 19 shall include
PCA and Beverly. The parties further agree that all references to "the Company"
in paragraphs 1(c), 4(b), 4(c) (i) and (ii), 4(e), (f), (g), 5, 14, and 20 shall
mean only Beverly.

         3.      Termination of Employment.

         Section 1(h) of the Agreement is amended to add the following:

                 Termination of employment shall mean the termination of the
         Executive's employment by Beverly, or by PCA if PCA terminates the
         Executive as a result of the Change in Control of Beverly, other than
         such a termination in connection with an offer of immediate
         reemployment by a successor or assign of Beverly or purchaser of
         Beverly or its assets under terms and conditions which would not
         permit the Executive to terminate his employment for Good Reason.


         4.      Eligibility for Severance Benefits.

         Section 3 of the Agreement is amended to add the following:

                 The Executive shall be eligible for the Severance Benefits
         described in Paragraph 4 of the Agreement, except that Executive shall
         be entitled to those benefits for a one (1) year period only, if (a)
         the Company does not, by December 31, 1996 (i) sell some or all of the
         capital stock of Pharmacy Corporation of America ("PCA") to the 
         general public in an initial public offering or series of public 
         offerings or (ii) distribute to the Company's shareholders some or all
         of the outstanding capital stock of PCA, and if Executive as a result
         of either of the above, terminates his employment with PCA within 
         thirty-one (31) days of that date and in no event later than February
         1, 1997; or (b) the Executive has a Termination of Employment 
         initiated (i) by the Company or PCA without Cause, or (ii) by the 
         Executive for Good Reason.

         5.      Relocation Benefit.

         Section 4(d) of the Agreement is amended by replacing Fort Smith,
Arkansas with Tampa, Florida.

         6.      Excise Tax Indemnification.

         Section 5 of the Agreement is amended to add the following paragraph:

                 If, in the written opinion of a Big 6 accounting firm engaged
         by either the Company or the Exeuctive for this purpose (at the
         Company's expense), or if so alleged by the Internal Revenue Service,
         unless the Company by written notice to the Executive elects to contest
         the allegation by the Internal Revenue Serviece (at the Company's
         expense), in which case no payment hereunder shall be paid and the
         Company shall prosecute its position to any conclusion it chooses, the
         aggregate of the benefit payments received by the Executive pursuant to
         the Employment Agreement executed on August 1, 1993 by the Executive
         and Pharmacy Management Services, Inc. ("PMSI") and any and all
         Addenda, including the Severance Agreement executed by the Executive
         and PMSI as amended on February 15, 1995, (the "Payments"), would
         constitute an "excess parachute payment" as defined in Section 280G(b)
         of the Internal Revenue Code (the "Code"), then the Company will pay to
         the Executive an additional amount in cash (the "Gross-Up Payment")
         equal to the amount necessary to cause the net amount of Payments
         retained by the Executive, after deduction of any (i) excise tax on the
         payments provided for in this paragraph; (ii) federal, state or local
         income tax on Gross-Up Payment, and (iii) excise tax on the Gross-Up
         Payment, to be equal to the aggregate remuneration the Executive would
         have received pursuant to the Payments, excluding such Gross-Up Payment
         (net of all federal, state and local excise and income taxes), as if 
         Section 280G(b) and 4999 of the Code (and any successor provisions 
         thereto) had not been enacted into law. The Gross-Up Payment provided
         for in this Paragraph shall be made within thirty (30) days after such
         final determination by the Internal Revenue Service. Any payments 
         under this Paragraph shall be in lieu of any gross-up payments 
         otherwise due Executive under any agreement with PMSI, PCA, or the 
         Company relating to said Payments.

         7.      Disputes.

         Section 8 of the Agreement is amended by replacing Fort Smith, 
Arkansas with Tampa, Florida.  







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         8.      Entire Agreement.

         Section 18 of the Agreement is amended by replacing it with the 
following Paragraph:

                 This Agreement, together with the Indemnification Agreement
         attached hereto as Exhibit A (the "Beverly Indemnification Agreement")
         sets forth the entire agreement of the parties hereto in respect of
         the subject matter contained herein and therein, and supersedes all
         prior agreements, promises, covenants, arrangements, communications,
         representations or warranties, whether oral or written, by any
         officer, employee or representative of any party hereto, including the
         Employment Agreement executed on August 1, 1993 by the Executive and
         Pharmacy Management Services, Inc. ("PMSI") and any and all Addenda
         including the Severance Agreement executed by the Executive and PMSI
         as amended on February 16, 1995, and the Indemnity Agreement executed
         by the Executive and PMSI and dated as of 1993, except for Section
         3.12 of the Agreement and Plan of Merger dated December 26, 1994, as
         amended May 19, 1995, between PMSI and Beverly. The parties further
         intend that this Agreement and the Beverly Indemnification Agreement
         shall constitute the complete and exclusive statement of their
         respective terms and that no extrinsic evidence whatsoever may be
         introduced in any judicial, administrative, or other legal proceeding
         involving this Agreement or the Beverly Indemnification Agreement.

         9.      Continued Effectiveness. Except as amended by this Amendment,
the Agreement continues in full force and effect. The Amendment will become
effective when executed by the Executive and the Company.


BEVERLY ENTERPRISES, INC.                          EXECUTIVE


By:
         Boyd W. Hendrickson                       David L. Redmond
         President and Chief Operating Officer     2514 Prospect Road
         5111 Rogers Avenue, Suite 40-A            Tampa, FL 33629
         Fort Smith, AR 72919


By:
         Robert W. Pommerville
         Executive Vice President,
         General Counsel and Secretary

         5111 Rogers Avenue, Suite 40-A
         Fort Smith, AR 72919
         Attention:  Secretary






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