Exhibit 10(b)




                            ALBERTO-CULVER COMPANY

                      EMPLOYEE STOCK OPTION PLAN OF 1988

                    (as amended through January 22, 1998)


1.  Purpose of ACSOP

          The  Alberto-Culver   Company  Employee  Stock  Option  Plan  of  1988
          (hereinafter called the "ACSOP") is intended to encourage ownership of
          the Class A common stock of Alberto-Culver Company (hereinafter called
          the  "Company")  by  eligible  key  employees  of the  Company and its
          subsidiaries  and to  provide  incentives  for  them to  make  maximum
          efforts for the success of the  business.  Options  granted  under the
          ACSOP will be non-qualified  options (not incentive options as defined
          in Section 422 of the Internal Revenue Code of 1986, as amended).

2.  Eligibility

          Key employees of the Company and its subsidiaries who perform services
          which   contribute   materially  to  the  management,   operation  and
          development of the business  ("Optionees") will be eligible to receive
          options under the ACSOP.  At their  request,  Mr. Leonard H. Lavin and
          Mrs.  Bernice E. Lavin are  ineligible  to receive  options  under the
          ACSOP.

3.  Administration

          The  Compensation  Committee of the Board of Directors of the Company,
          each of whom  shall  be a  "Non-Employee  Director,"  as that  term is
          defined under Section 16 of the  Securities  Exchange Act of 1934 (the
          "Exchange  Act")  and the rules  thereunder  (hereinafter  called  the
          "Committee")  shall  have full  power and  authority,  subject  to the
          express  provisions of the ACSOP,  to determine the purchase  price of
          the stock  covered by each option,  the Optionees to whom and the time
          or times at which options shall be granted,  the terms and  conditions
          of the  options,  including  the terms of  payment  therefor,  and the
          number of shares of stock to be covered by each option.  The Committee
          shall have full power to construe, administer and interpret the ACSOP,
          and full power to adopt such rules and  regulations  as the  Committee
          may deem  desirable  to  administer  the  ACSOP,  and no member of the
          Committee shall be liable for any action or determination made in good
          faith with respect to the ACSOP or any option thereunder.


          The  Committee  may, in its  discretion,  delegate  to a committee  of
          members of the Committee  its  authority  with respect to such matters
          under the ACSOP and options  granted  under the ACSOP as the Committee
          may specify.

4.  Number of Shares of Stock to be Offered

          The Committee may authorize from time to time the issuance pursuant to
          the ACSOP of shares not to exceed  10,400,000 of the Company's Class A
          common stock in the aggregate,  subject to adjustment  under paragraph
          10 hereof.  Such  shares of Class A common  stock  which may be issued
          pursuant  to options  granted  under the ACSOP may be  authorized  and
          unissued shares or issued and reacquired  shares as the Committee from
          time to time may  determine.  If any  option  granted  under the ACSOP
          shall terminate or be surrendered or expire unexercised in whole or in
          part, the shares of stock so released from such option may be made the
          subject of additional options granted under the ACSOP.

5.  Option Price

          The  purchase  price under each option  granted  pursuant to the ACSOP
          shall be  determined  by the  Committee but shall not be less than the
          Fair Market Value (as defined  below) of the Company's  Class A common
          stock at the time the option is  granted.  For  purposes of the ACSOP,
          "Fair  Market  Value"  shall  mean  the  average  of the  high and low
          transaction  prices of a share of Class A common  stock as reported in
          the New York Stock Exchange  Composite  Transactions on the date as of
          which such value is being determined or, if there shall be no reported
          transactions  for such  date,  on the next  preceding  date for  which
          transactions were reported.

 6. Grant of Options



<PAGE>



          No option may be granted  under the ACSOP after  January 20, 2003.  In
          addition,  the Committee may not grant to any  individual  Optionee in
          any fiscal year an option or options with respect to more than 300,000
          shares of Class A common stock.

7.  Term and Exercise of Options

          (a) Each option granted shall provide that it is not exercisable after
          the  expiration of ten (10) years from the date the option is granted,
          and each option shall be subject to the following limitations upon its
          exercise:
               (i)  Except as otherwise  provided in paragraph 11(a) hereof,  no
                    option may be exercised until the expiration of one (1) year
                    following the grant of the option.

               (ii) Except as otherwise  provided in paragraph 11(a) hereof,  on
                    the  anniversary  date of the grant of the option in each of
                    the four calendar  years  immediately  following the year of
                    the grant of the option,  the right to purchase  twenty-five
                    percent  (25%)  of the  total  number  of  shares  of  stock
                    specified in the option shall accrue to the  Optionee.  Each
                    such right to purchase such twenty-five percent (25%) may be
                    exercised, in whole or in part, at any time after such right
                    accrues and prior to the  expiration  of ten (10) years from
                    the date of the grant of the option.

          (b) Notwithstanding the foregoing, the Committee may in its discretion
          (i)  specifically  provide  at the date of grant for  another  time or
          times of exercise;  (ii) accelerate the  exercisability  of any option
          subject to such terms and conditions as the Committee  deems necessary
          and  appropriate  to  effectuate  the purpose of the ACSOP  including,
          without  limitation,  a  requirement  that the  Optionee  grant to the
          Company  an option to  repurchase  all or a portion  of the  number of
          shares acquired upon exercise of the accelerated option for their Fair
          Market  Value on the date of grant;  or (iii) at any time prior to the
          expiration or termination of any option previously granted, extend the
          term  of any  option  (including  such  options  held by  officers  or
          directors)  for  such  additional  period  as  the  Committee,  in its
          discretion, shall determine. In no event, however, shall the aggregate
          option period with respect to any option,  including the original term
          of the option and any extensions thereof, exceed ten years.

          (c) An  option  may be  exercised  by  giving  written  notice  to the
          Secretary  of the  Company  specifying  the  number  of  shares  to be
          purchased, accompanied by the full purchase price for the shares to be
          purchased either in cash, by check or by delivery of shares of Class A
          common  stock,  or by a combination  of these methods of payment.  For
          this purpose, the per share value of the Class A common stock shall be
          the Fair Market Value on the date of exercise,  as  determined  by the
          Committee.

          (d) At any time when an  Optionee is required to pay to the Company an
          amount  required to be withheld under  applicable  income tax or other
          laws in  connection  with the exercise of an option,  the Optionee may
          satisfy  this  obligation  in whole or in part by making  an  election
          ("Election")  to have the  Company  withhold  shares of Class A common
          stock  of  the  Company,  or,  if  the  Committee  so  determines,  by
          delivering shares of Class A common stock of the Company  ("Delivery")
          having a value equal to the amount required to be withheld.  The value
          of the shares to be withheld or  delivered  shall be based on the Fair
          Market Value of the Class A common stock of the Company on the date of
          exercise  (the "Tax Date").  Each Election or Delivery must be made on
          or prior to the Tax Date and shall be  irrevocable.  The Committee may
          disapprove  any Election or Delivery or may suspend or  terminate  the
          right to make Elections or Deliveries.

8.  Continuity of Employment

          (a) Each option  shall be subject to the  following in addition to the
          restrictions set forth in paragraphs 6 and 7 hereof:

               (i)  If an Optionee  dies without  having fully  exercised his or
                    her option,  the executors or  administrators  of his or her
                    estate or  legatees  or  distributees  shall  have the right
                    during a one (1) year period following his or her death (but
                    not  after the  expiration  of the term of such  option)  to
                    exercise  such  option  in  whole or in part but only to the
                    extent that the Optionee could have exercised it at the date
                    of his or her death.


               (ii) If  an  Optionee's  termination  of  employment  is  due  to
                    retirement or physical  disability,  the  Optionee's  option
                    shall   terminate   three  (3)  months   after  his  or  her
                    termination  of employment  (but not after the expiration of
                    the term of such  option) and may be  exercised  only to the
                    extent that such  Optionee  could have  exercised  it at the
                    date of his or her termination of employment.

               (iii)If an Optionee's termination of employment is for any reason
                    other than death,  retirement  or physical  disability,  the
                    Optionee's  option shall terminate upon said  termination of
                    employment  and the  Company  shall have the right  within a
                    period of one year after said  termination  of employment to
                    reacquire  at the  option  price any stock  acquired  by the
                    Optionee by exercise  of an option  within  ninety (90) days
                    prior to said termination of employment;  provided, however,
                    that if such  termination of employment  occurs  following a
                    Change in  Control  (as such term is  defined  in  paragraph
                    11(b) hereof),  the Optionee's  option shall terminate three
                    (3) months after his or her  termination of employment  (but
                    not after the expiration of the term of such option) and may
                    be exercised to the extent that such Optionee could have

<PAGE>



                    exercised  it at the  date  of his  or  her  termination  of
                    employment  and the Company shall have no right to reacquire
                    any stock acquired by the Optionee by exercise of an option.


          (b) Nothing  contained in the ACSOP or any option granted  pursuant to
          the ACSOP shall  confer upon any Optionee any right to be continued in
          the  employment of the Company or any  subsidiary or shall prevent the
          Company or any subsidiary from terminating an Optionee's employment at
          any time, with or without cause. The determination by the Committee of
          whether an authorized  leave of absence  constitutes a termination  of
          employment shall be final, conclusive and binding.

9.  Non-Transferability of Options

          An  option  granted  under  the  ACSOP  shall  not  be  assignable  or
          transferable  by such Optionee  otherwise  than by will or the laws of
          descent and  distribution,  and an option shall be exercisable  during
          the lifetime of the Optionee only by him or her. An option transferred
          by will or the laws of descent and  distribution may only be exercised
          by the legatee or distributee during the one year period following the
          Optionee's  death  and may  only be  exercised  to the  extent  it was
          exercisable by the Optionee prior to his or her death.

10. Adjustment upon Change in Stock

          Each  option  and the  number  and kind of  shares  subject  to future
          options  under the ACSOP will be adjusted,  as may be determined to be
          equitable  by the  Committee,  in the event there is any change in the
          outstanding  Class A common  stock of the Company by reason of a stock
          dividend,   recapitalization,    merger,   consolidation,    split-up,
          combination or exchange of shares,  or the like,  and the  Committee's
          determination of such adjustment provisions shall be final, conclusive
          and binding.
11. Change in Control

          (a) (1)  Notwithstanding any provision of the ACSOP, in the event of a
          Change in  Control,  all  outstanding  options  shall  immediately  be
          exercisable  in  full  and  shall  be  subject  to the  provisions  of
          paragraph  11(a)(2)  or  11(a)(3),  to the  extent  that  either  such
          paragraph is applicable.

               (2)  Notwithstanding  any provision of the ACSOP, in the event of
                    a Change in Control in connection  with which the holders of
                    shares of the Company's  Class A common stock receive shares
                    of common stock that are registered  under Section 12 of the
                    Exchange Act, all outstanding  options shall  immediately be
                    exercisable in full and there shall be substituted  for each
                    share of the Company's  Class A common stock available under
                    the  ACSOP,  whether or not then  subject to an  outstanding
                    option,  the  number  and class of shares  into  which  each
                    outstanding  share of the  Company's  Class A  common  stock
                    shall be  converted  pursuant to such Change in Control.  In
                    the event of any such  substitution,  the purchase price per
                    share of each option shall be appropriately  adjusted by the
                    Committee  or the  committee  to  which  authority  has been
                    delegated  pursuant to paragraph 3 hereof,  such adjustments
                    to be made  without an  increase in the  aggregate  purchase
                    price.

               (3)  Notwithstanding  any provision in the ACSOP, in the event of
                    a Change in Control in connection  with which the holders of
                    the  Company's  Class A common stock  receive  consideration
                    other than shares of common stock that are registered  under
                    Section 12 of the  Exchange  Act,  each  outstanding  option
                    shall be surrendered  to the Company by the holder  thereof,
                    and each such option shall  immediately  be cancelled by the
                    Company, and the holder shall receive,  within ten (10) days
                    of the occurrence of such Change in Control,  a cash payment
                    from the Company in an amount  equal to the number of shares
                    of the  Company's  Class A common stock then subject to such
                    option, multiplied by the excess, if any, of (i) the greater
                    of (A) the highest per share price  offered to  stockholders
                    of the  Company  in any  transaction  whereby  the Change in
                    Control  takes place or (B) the Fair Market Value of a share
                    of the  Company's  Class  A  common  stock  on the  date  of
                    occurrence  of the Change in Control  over (ii) the purchase
                    price  per  share  of the  Company's  Class A  common  stock
                    subject to the option.  The Company may, but is not required
                    to,  cooperate  with any person who is subject to Section 16
                    of the  Exchange  Act to  assure  that any cash  payment  in
                    accordance  with the  foregoing  to such  person  is made in
                    compliance with Section 16 of the Exchange Act and the rules
                    and regulations thereunder.

    (b) "Change in Control" means:

          (1) The occurrence of any one or more of the following events:

               (A)  The  acquisition  by any  individual,  entity  or  group  (a
                    "Person"),  including  any  "person"  within the  meaning of
                    Section   13(d)(3)  or  14(d)(2)  of  the  Exchange  Act  of
                    beneficial  ownership  within  the  meaning  of  Rule  13d-3
                    promulgated  under the  Exchange Act of both (x) 20% or more
                    of  the  combined  voting  power  of  the  then  outstanding
                    securities of the Company  entitled to vote generally in the
                    election  of  directors  (the  "Outstanding  Company  Voting
                    Securities")  and (y) combined  voting power of  Outstanding
                    Company Voting  Securities in excess of the combined  voting
                    power of the Outstanding  Company Voting  Securities held by
                    the Exempt Persons (as such term is defined in paragraph

<PAGE>



          11(c));  provided,  however, that a Change in Control shall not result
          from an acquisition of Company Voting Securities:

          (i)  directly  from the  Company,  except  as  otherwise  provided  in
          paragraph 11(b)(2)(A);

          (ii)  by the  Company,  except  as  otherwise  provided  in  paragraph
          11(b)(2)(B);

          (iii) by an Exempt Person;

          (iv) by an employee  benefit  plan (or  related  trust)  sponsored  or
          maintained  by  the  Company  or  any  corporation  controlled  by the
          Company; or

          (v)  by  any  corporation  pursuant  to a  reorganization,  merger  or
          consolidation  involving  the  Company,  if,  immediately  after  such
          reorganization,  merger  or  consolidation,  each  of  the  conditions
          described  in clauses (i) and (ii) of paragraph  11(b)(1)(C)  shall be
          satisfied.

               (B)  The cessation for any reason of the members of the Incumbent
                    Board  (as such  term is  defined  in  paragraph  11(d))  to
                    constitute  at least a majority of the Board of Directors of
                    the Company (hereinafter called the "Board").

               (C)  Approval   by  the   stockholders   of  the   Company  of  a
                    reorganization,  merger or consolidation unless, in any such
                    case,  immediately  after  such  reorganization,  merger  or
                    consolidation:

          (i) more than 60% of the combined voting power of the then outstanding
          securities  of the  corporation  resulting  from such  reorganization,
          merger or consolidation  entitled to vote generally in the election of
          directors is then beneficially owned,  directly or indirectly,  by all
          or  substantially  all of the  individuals  or  entities  who were the
          beneficial  owners  of  the  combined  voting  power  of  all  of  the
          Outstanding  Company  Voting  Securities  immediately  prior  to  such
          reorganization, merger or consolidation; and

          (ii) at least a majority of the members of the board of  directors  of
          the  corporation   resulting  from  such  reorganization,   merger  or
          consolidation  were members of the Incumbent  Board at the time of the
          execution of the initial  agreement  or action of the Board  providing
          for such reorganization, merger or consolidation.

          (D) Approval by the  stockholders  of the Company of the sale or other
          disposition of all or  substantially  all of the assets of the Company
          other than (x)  pursuant  to a tax-free  spin-off of a  subsidiary  or
          other  business  unit  of the  Company  or (y) to a  corporation  with
          respect to which, immediately after such sale or other disposition:

               (i)  more  than  60% of the  combined  voting  power  of the then
                    outstanding securities thereof entitled to vote generally in
                    the  election  of  directors  is  then  beneficially  owned,
                    directly or indirectly,  by all or substantially  all of the
                    individuals  and entities who were the beneficial  owners of
                    the combined voting power of all of the Outstanding  Company
                    Voting  Securities  immediately  prior to such sale or other
                    disposition; and

               (ii) at least a majority of the members of the board of directors
                    thereof were members of the  Incumbent  Board at the time of
                    the  execution  of the  initial  agreement  or action of the
                    Board providing for such sale or other disposition.

          (E) Approval by the  stockholders of the Company of a plan of complete
          liquidation or dissolution of the Company.

          (2) Notwithstanding the provisions of paragraph 11(b)(1):

          (A) no acquisition of Company  Voting  Securities  shall be subject to
          the exception  from the  definition of Change in Control  contained in
          clause (i) of paragraph  11(b)(1)(A) if such acquisition  results from
          the exercise of an exercise, conversion or exchange privilege unless

<PAGE>



          the security  being so exercised,  converted or exchanged was acquired
          directly from the Company; and

          (B) for  purposes  of clause  (ii) of  paragraph  11(b)(1)(A),  if any
          Person  (other  than the  Company,  an Exempt  Person or any  employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any  corporation  controlled by the Company) shall, by reason of an
          acquisition  of Company Voting  Securities by the Company,  become the
          beneficial  owner of (x) 20% or more of the  combined  voting power of
          the  Outstanding  Company Voting  Securities  and (y) combined  voting
          power of  Outstanding  Company  Voting  Securities  in  excess  of the
          combined  voting power of the  Outstanding  Company Voting  Securities
          held  by the  Exempt  Persons,  and  such  Person  shall,  after  such
          acquisition  of Company Voting  Securities by the Company,  become the
          beneficial  owner  of  any  additional   Outstanding   Company  Voting
          Securities and such beneficial  ownership is publicly announced,  such
          additional beneficial ownership shall constitute a Change in Control.

    (c) "Exempt Person" (and collectively, the "Exempt Persons") means:

               (1)  Leonard H. Lavin or Bernice E. Lavin;

               (2)  any  descendant  of Leonard H. Lavin and Bernice E. Lavin or
                    the spouse of any such descendant;

               (3)  the  estate of any of the  persons  described  in  paragraph
                    11(c)(1) or (2);

               (4)  any trust or  similar  arrangement  for the  benefit  of any
                    person described in paragraph 11(c)(1) or (2); or


               (5)  the  Lavin  Family   Foundation  or  any  other   charitable
                    organization   established   by  any  person   described  in
                    paragraph 11(c)(1) or (2).

               (d)  "Incumbent Board" means those individuals who, as of October
                    24, 1996, constitute the Board, provided that:

          (1) any individual who becomes a director of the Company subsequent to
          such date whose election,  or nomination for election by the Company's
          stockholders,  was approved  either by the vote of at least a majority
          of the directors then comprising the Incumbent Board or by the vote of
          at least a majority of the combined  voting  power of the  Outstanding
          Company Voting  Securities  held by the Exempt Persons shall be deemed
          to have been a member of the Incumbent Board; and

          (2) no  individual  who was  initially  elected as a  director  of the
          Company as a result of an actual or threatened  election  contest,  as
          such terms are used in Rule 14a-11 of Regulation 14A promulgated under
          the Exchange  Act, or any other actual or threatened  solicitation  of
          proxies or consents by or on behalf of any Person other than the Board
          or the  Exempt  Persons  shall be  deemed to have been a member of the
          Incumbent Board.

12. Amendment and Discontinuance

          The Board,  without further approval of the stockholders,  may, at any
          time and from time to time,  suspend or discontinue the ACSOP in whole
          or in part or amend the ACSOP in such  respects  as the Board may deem
          proper  and  in  the  best  interests  of  the  Company  or as  may be
          advisable, provided, however, that no suspension or amendment shall be
          made which would:

               (i)  Adversely  affect or impair  any option  previously  granted
                    under the ACSOP without the consent of the Optionee, or

               (ii) Except as  specified  in  paragraph  10,  increase the total
                    number of shares for which  options may be granted under the
                    ACSOP or decrease the minimum  price at which options may be
                    granted under the ACSOP.

13. Effective Date



<PAGE>



          The ACSOP,  as amended,  has been adopted and  authorized by the Board
          for  submission to the  stockholders  of the Company.  If the ACSOP is
          approved  by  the  affirmative   vote  of  a  majority  of  the  votes
          attributable to the outstanding  shares of the Company's common stock,
          it shall be deemed to have become  effective on October 27, 1994,  the
          date of adoption by the Board, subject to stockholder approval.