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                                                                   EXHIBIT 10.51


                               TWELFTH AMENDMENT
                              TO CREDIT AGREEMENT
                                     AMONG
                           BEVERLY ENTERPRISES, INC.,
                        BEVERLY CALIFORNIA CORPORATION
                    THE SUBSIDIARY GUARANTORS LISTED HEREIN,
                           THE LENDERS LISTED HEREIN,
                         BANK OF MONTREAL, AS CO-AGENT,
                                      AND
                    THE LONG-TERM CREDIT BAND OF JAPAN, LTD.
                          LOS ANGELES AGENCY, AS AGENT

                          Dated as of October 23, 1995


                 THIS TWELFTH AMENDMENT dated as of October 23, 1995 (this
"Amendment"), is entered into by and among BEVERLY ENTERPRISES, INC., a
Delaware corporation ("BEI"), 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 10.6 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
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amended by that Ninth Amendment to Credit Agreement dated as of November 9,
1994 by and 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 (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 1.1 OF THE CREDIT AGREEMENT

                 Subsection 1.1 of the Credit Agreement is hereby amended by
adding the phrase "one, two," immediately before the phrase "three or six
months" appearing in the eleventh line of the definition of "Interest Period."

SECTION 2.       REPRESENTATIONS AND WARRANTIES

                 In order to induce Agent, Co-Agent and Lenders to enter into
this Amendment each of BEI and Borrowers 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





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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 Eleventh Amendment Effective date  ( hereinafter defined),  will be
duly authorized by all necessary corporate action on the part of each Loan
Party and this Amendment, as of the Eleventh 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 Eleventh 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,k insolvency, reorganization, moratorium
or similar laws or equitable principles, relating to or limiting creditors'
rights 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





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any Person under any instrument that is material, individually or in the
aggregate, and that is binding on such Loan Party.

                 (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 on the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Twelfth
Amendment Effective Date");

                 A.       On or before the Twelfth 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 Twelfth 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 Twelfth 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.

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 the 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 the payment and performance of all obligations,
Guarantied Obligations (as defined in the 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





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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 the 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 Twelfth
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 aspects as of such earlier date.

                  Each  Guarantor  acknowledges  and  agrees  that (i)
notwithstanding the conditions to effectiveness set forth in this amendment
such Guarantor is not  required by the terms of the credit agreement as  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 an 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 notification of such execution and
authorization of delivery thereof.





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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.





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

                                  BEI:

                                  BEVERLY ENTERPRISES, INC.


                                  By:  
                                      -----------------------------------
                                  Title: Sr. Vice President and Treasurer
                                         --------------------------------


                                  Borrower:

                                  BEVERLY CALIFORNIA CORPORATION


                                  By:                                    
                                       ----------------------------------
                                  Title:  Sr. Vice President and Treasurer
                                          --------------------------------


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


                                  BEI:

                                  BEVERLY ENTERPRISES, INC.


                                  By:                                   
                                       ---------------------------------
                                  Title:                                
                                         -------------------------------


                                  Borrower:

                                  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: Deputy General Manager           
                                         ---------------------------------


                                  BANK OF MONTREAL,
                                  as Co-Agent and as a Lender


                                  By:                                     
                                       -----------------------------------
                                  Title:                                  
                                          --------------------------------





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


                                  BEI:

                                  BEVERLY ENTERPRISES, INC.


                                  By:                                   
                                       ---------------------------------
                                  Title:                                
                                         -------------------------------


                                  Borrower:

                                  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:  Director                        
                                          --------------------------------





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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.





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                          Commercial Management, Inc.

                          Hallmark Convalescent Homes, Inc.

                          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.





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                          Beverly Enterprises - Texas, Inc.

                          Beverly Enterprises - Utah, Inc.

                          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.





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                          American Transitional Hospitals of
                            Indiana, Inc.

                          American Transitional Hospitals of
                            Oklahoma, Inc.

                          American Transitional Hospitals of
                            Tennessee, Inc.

                          ATH Del Oro, Inc.

                          ATH Heights, Inc.

                          ATH Tucson, Inc.

                          Beverly Enterprises Japan Limited

                          AdviNet, 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:  Sr. Vice President and Treasurer
                                               ---------------------------------





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