BEI's 2.75% Convertible Subordinated Notes Continue to be Eligible for Conversion

Beverly Enterprises, Inc. ("BEI") (NYSE:BEV) announced
today that its 2.75 percent Convertible Subordinated Notes due 2033
(the "Notes") continue to be eligible for conversion into BEI's common
stock at a conversion rate of 134.1922 per $1,000 principal amount of
Notes, or $7.45 per share.
   Under the indenture governing the Notes, a holder may convert any
of its Notes into BEI common stock during any fiscal quarter if the
sale price of the common stock for at least 20 consecutive trading
days in the 30 trading days ending on the last trading day of the
immediately preceding fiscal quarter exceeds 120 percent of the
conversion price on that 30th trading day. As of December 31, 2005,
the sale price of BEI's common stock for at least 20 of the 30
preceding consecutive trading days exceeded 120 percent of the
conversion price of $7.45. As a result, the Notes are currently
convertible through and including March 31, 2006. Whether the Notes
will be convertible at any time after March 31, 2006, pursuant to this
provision of the indenture, will depend on the sale price of the BEI
common stock during the quarter ending on March 31, 2006.
   To convert interests in a global Note held through the Depository
Trust Company ("DTC"), the holder must deliver to DTC the appropriate
instruction form for conversion pursuant to DTC's conversion program,
and to convert certificated Notes a holder must complete the
conversion notice on the back of the Note and deliver the executed
notice (or facsimile thereof) to the Bank of New York, as Trustee and
Conversion Agent for the Notes. In addition, if a holder requests that
the BEI common stock issuable upon conversion of the Notes be issued
in or delivered to someone other than the holder, the holder must pay
all applicable transfer taxes and duties, if any (in each case as more
fully set forth in the indenture governing the Notes).
   This press release is only a summary of certain provisions of the
Notes and the indenture governing the Notes. A complete explanation of
the conversion rights of holders of the Notes, as well as the
procedures required to convert Notes, is set forth in the First
Supplemental Indenture, dated as of October 22, 2003, which was
previously attached as an Exhibit to the Company's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October
23, 2003. All holders are urged to review the conversion provisions
contained in the Notes and the indenture in their entirety.
   The statements in this press release relating to matters that are
not historical facts are forward-looking statements based on
management's beliefs and assumptions using currently available
information and expectations as of the date hereof, are not guarantees
of future performance and involve certain risks and uncertainties
including the risks and uncertainties detailed from time to time in
BEI's filings with the Securities and Exchange Commission. Although
BEI believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot give any assurances that these
expectations will prove to be correct. BEI assumes no duty to publicly
update or revise such statements, whether as a result of new
information, future events or otherwise.
   BEI and its operating subsidiaries are leading providers of
healthcare services to the elderly in the United States. BEI, through
its subsidiaries, operates 345 skilled nursing facilities, as well as
18 assisted living centers, and 66 hospice/home care centers. Through
Aegis Therapies, Inc., BEI offers rehabilitative services on a
contract basis to nursing facilities operated by other care providers.