BEI's 2.75% Convertible Subordinated Notes Eligible for Conversion

Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) announced
today that, as a result of its pending merger, its 2.75 percent
Convertible Subordinated Notes due 2033 (the "Notes") may be
surrendered for conversion into BEI common stock at any time from and
after February 27, 2006 (which is 15 days prior to the expected
effective date of the merger) until 15 days after the actual date of
the merger. The conversion rate for the Notes is 134.1922 shares of
BEI common stock per $1,000 principal amount of Notes, or
approximately $7.45 per share of BEI common stock. However, any note
submitted for conversion on or after the effective time of the merger
on the date of the merger will be converted into the merger
consideration, which is $12.50 per share in cash.
   The right to convert Notes as a result of the pending merger is
separate and apart from any other right to convert that holders of the
Notes may have. Specifically, the indenture governing the Notes
provides that holders may convert any of their 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 we noted in our press release dated January 4, 2005, the Notes are
currently convertible pursuant to this provision of the indenture
through and including 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 the name of 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.

   FORWARD-LOOKING STATEMENTS

   The statements in this document relating to matters that are not
historical facts are forward-looking statement based on management's
beliefs and assumptions using currently available information as of
the date hereof. Forward-looking statements 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 update
or revise such statements, whether as a result of new information,
future events or otherwise.

   BEI, through its operating subsidiaries, is a leading provider of
healthcare services to the elderly in the United States. BEI currently
operates 342 skilled nursing facilities, as well as 18 assisted living
centers, and 67 hospice and home care centers. Through Aegis
Therapies, Inc., BEI also offers rehabilitative services on a contract
basis to facilities operated by other care providers.