Exhibit 10(b)
                                                                             

                           ALBERTO-CULVER COMPANY

                     EMPLOYEE STOCK OPTION PLAN OF 1988

                   (as amended through October 24, 1996)


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 3,200,000 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

      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  150,000  shares of Class A
common stock.



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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  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.

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<PAGE>



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

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<PAGE>



                           (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  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

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<PAGE>



             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

      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.




249458.04

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