UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:

                             December 31, 1996

                                    -OR-

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 

Commission File No. 1-5050


                           ALBERTO-CULVER COMPANY
             (Exact name of registrant as specified in its charter)



      Delaware                                               36-2257936
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                             2525 Armitage Avenu
                          Melrose Park, Illinois            60160
                  (Address of principal executive offices) (Zip code)



Registrant's telephone number, including area code:   (708) 450-3000




Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.  YES  X    NO



At December  31,  1996,  there were  22,351,814  shares of Class A common  
stock outstanding and 33,532,480  shares of Class B common stock outstanding 
after giving effect to the 100% stock dividend in February, 1997.


                                  - 1 -

<PAGE>





                                 PART  I


ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


ALBERTO-CULVER COMPANY AND SUBSIDIARIES

Consolidated Statements of Earnings
Three Months Ended December 31, 1996 and 1995
(dollar amounts in thousands, except per share figures)



                                                                                          (Unaudited)
                                                                                   1996                 1995
<S>                                                                            <C>                    <C>
Net sales                                                                      $ 426,105              347,638

Costs and expenses:
     Cost of products sold                                                       215,388              178,343

     Advertising, promotion, selling and administrative                          181,587              146,675

     Interest expense, net of interest income of $787
         in 1997 and $1,629 in 1996                                                2,392                2,102
                                                                              ----------            ---------

     Total costs and expenses                                                    399,367              327,120
                                                                              ----------            ---------

Earnings before non-recurring gain and provision for income taxes                 26,738               20,518

     Non-recurring gain (Note 5)                                                  15,634                   --
                                                                              ----------            ---------

Earnings before provision for income taxes (Note 5)                               42,372               20,518

Provision for income taxes (Note 5)                                               15,784                7,643
                                                                              ----------            ---------

Net earnings (Note 5)                                                         $   26,588               12,875
                                                                              ==========               ======

Net earnings per share (Notes 2, 3 and 5)

     Primary                                                                  $      .47                   .23
                                                                              ==========             =========

     Fully-diluted                                                            $      .44                   .22
                                                                              ==========             =========

Cash dividends paid per share (Note 2)                                        $    . 045                   .04
                                                                              ==========             =========


See notes to consolidated financial statements.
</TABLE>


                                                        - 2 -

<PAGE>





ALBERTO-CULVER COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>

Consolidated Balance Sheets
December 31, 1996 and September 30, 1996
(dollar amounts in thousands)

                                                                                         
                                                                            (Unaudited)          
                                                                            December 31,             September 30,
<S>                                                                         <C>                           <C>
ASSETS                                                                          1996                      1996
------                                                                   ---------------             -----------

Current assets:
   Cash and cash equivalents                                                $ 106,938                      66,211
   Short-term investments                                                       6,400                       5,346
   Receivables, less allowance for doubtful
      accounts ($8,612 at 12/31/96 and $8,208 at 9/30/96)                     119,294                     125,718
   Inventories (Note 4)                                                       300,451                     288,525
   Other current assets                                                        30,086                      26,918
                                                                           ----------                   ---------
      Total current assets                                                    563,169                     512,718
                                                                           ----------                   ---------
Property, plant and equipment at cost, less accumulated
   depreciation ($141,214 at 12/31/96 and $143,946 at 9/30/96)                167,550                     175,920
Goodwill, net                                                                 110,434                     107,603
Trade names and other intangible assets, net                                   75,060                      76,877
Other assets                                                                   39,161                      36,148
                                                                           ----------                  ----------
   Total assets                                                             $ 955,374                     909,266
                                                                           ==========                  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt and short-term borrowings           $   5,364                       3,650
   Accounts payable                                                           150,335                     154,634
   Accrued expenses                                                           119,685                     115,139
   Income taxes                                                                22,441                      13,172
                                                                           ----------                  ----------
      Total current liabilities                                               297,825                     286,595
                                                                           -----------                 ----------

Long-term debt                                                                 60,925                      61,548
Convertible subordinated debentures                                           100,000                     100,000
Deferred income taxes                                                          23,691                      16,582
Other liabilities                                                              19,005                      19,445

Stockholders' equity (Note 2): Common stock, par value $.22 per share:
      Class A authorized 75,000,000 shares; issued 24,311,224 shares            2,918                       2,918
      Class B authorized 75,000,000 shares; issued 37,710,664 shares            4,608                       4,608
   Additional paid-in capital                                                  91,359                      88,955
   Retained earnings                                                          414,611                     390,526
   Foreign currency translation                                               (11,986)                    (13,428)
                                                                           -----------                 -----------
                                                                              501,510                     473,579
   Less treasury stock at cost (Class A common shares: 2,086,717 
      at 12/31/96 and 2,214,024 at 9/30/96; Class B common shares:
      4,178,184 at 12/31/96 and at 9/30/96)                                   (47,582)                    (48,483)
                                                                           -----------               -------------
         Total stockholders' equity                                           453,928                     425,096
                                                                           -----------                 ----------
         Total liabilities and stockholders' equity                         $ 955,374                     909,266
                                                                            ==========                 ==========

See notes to consolidated financial statements.
</TABLE>




                                                        - 3 -

<PAGE>



ALBERTO-CULVER COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
Three months Ended December 31, 1996 and 1995
(dollar amounts in thousands)



                                                                                    (Unaudited)     
                                                                               1996              1995

Cash Flows from Operating Activities:                                        <C>               <C>
<S>
Net earnings                                                                 $ 26,588           12,875
Adjustments  to  reconcile  net  earnings  to net  cash  provided  by  
   operating activities:
     Depreciation and amortization                                              8,942            7,057
     Non-recurring gain                                                       (15,634)              --
     Other, net                                                                (2,706)            (250)
     Cash effects of changes in:
       Receivables, net                                                         6,268            5,553
       Inventories                                                             (8,888)         (16,225)
       Other current assets                                                    (1,911)            (290)
       Accounts payable and accrued expenses                                   (1,582)          (1,010)
       Income taxes                                                            14,886            5,039
                                                                                ------         --------
     Net cash provided by operating activities                                 25,963           12,749
                                                                              --------         --------

Cash Flows from Investing Activities:

Short-term investments                                                         (1,054)          (1,600)
Capital expenditures                                                           (9,009)         (12,390)
Payments for purchased businesses, net of acquired companies' cash             (6,215)         (10,576)
Proceeds from insurance settlement                                             28,000               --
Other, net                                                                        866             (589)
                                                                           ------------        --------
   Net cash used by investing activities                                       12,588          (25,155)
                                                                             ----------        --------

Cash Flows from Financing Activities:

Short-term borrowings                                                           1,831            1,799
Proceeds from long-term debt                                                      927               --
Repayments of long-term debt                                                     (302)            (303)
Cash dividends paid                                                            (2,504)          (2,218)
Cash proceeds from exercise of stock options                                    2,850              860
Stock purchased for treasury                                                     (994)            (578)
                                                                              ---------        --------
   Net cash used by financing activities                                        1,808             (440)
                                                                           ------------        --------

Effect of foreign exchange rate changes on cash                                   368                9
                                                                         --------------        -------
Net increase (decrease) in cash and cash equivalents                           40,727          (12,837)

Cash and cash equivalents at beginning of period                               66,211          142,585
                                                                            -----------        -------

Cash and cash equivalents at end of period                                  $ 106,938          129,748
                                                                             ==========        =======

See notes to consolidated financial statements.
</TABLE>

                                   - 4 -

<PAGE>




                   ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

(l) The consolidated  financial  statements contained in this report have
    not been  examined  by  independent  public  accountants,  except for
    balance sheet information  presented at September 30, 1996.  However,
    in the opinion of the company, the consolidated  financial statements
    reflect all  adjustments,  which  include  only  normal  adjustments,
    necessary to present fairly the data contained  therein.  The results
    of operations for the periods covered are not necessarily  indicative
    of results for a full year.
 
(2) On January 23, 1997, the  company  announced a 100% stock  dividend on 
    the company's Class A and Class B outstanding  shares. The new shares will
    be distributed February 20, 1997 to shareholders of record at the close of
    business on February 3, 1997. The stock dividend is being distributed only 
    on outstanding shares and not on shares held in the treasury.  All
    share  and per share  information  in this  report,  except  for  treasury
    shares, has been restated to reflect the 100% stock dividend.

    The company also announced on January 23, 1997 an increase in the 
    cash dividend on Class A and Class B common  stock, raising the quarterly
    dividend 11.1% to 5 cents per share or 20 cents annually after reflecting
    the 100% stock dividend.  The cash dividend is payable  February 20, 1997
    to stockholders of record on February 3, 1997.

(3) Primary  earnings  per  share  are based on the  weighted  average  shares
    outstanding,   including  common  stock  equivalents,  of  56,834,000  and
    55,996,000  for the  three  months  ended  December  31,  1996  and  1995,
    respectively,  after giving effect to the 100% stock dividend described in
    Note 2.

    Fully diluted  earnings per share are  determined by dividing net earnings
    before interest expense on the convertible subordinated debentures (net of
    tax benefit) by the weighted average shares outstanding,  including common
    stock  equivalents,  after  giving  effect to  common  shares to be issued
    assuming conversion of the convertible  subordinated debentures to Class A
    common stock.  Fully-diluted  weighted  average  shares  outstanding  were
    63,042,000 and 62,382,000 for the three months ended December 31, 1996 and
    1995,  respectively,  after  giving  effect  to the  100%  stock  dividend
    described in Note 2.

(4) Inventories consist of the following:

                                                          (in thousands)
                                                    December 31, September 30,
                                                       1996           1996
                                               ------------------------------
              Finished goods                          $261,434      251,617
              Work-in-process                            5,734        5,622
              Raw materials                             33,283       31,286
                                               -------------------------------

                                                      $300,451      288,525

(5) In the first  quarter of fiscal year 1997,  the  company  received a $28.0
    million insurance settlement from the loss of its corporate airplane.  The
    effect on the company's earnings was a non-recurring pre-tax gain of $15.6
    million  and an increase in net  earnings  of $9.8  million.  Accordingly,
    earnings  per  share  increased  $0.17 on a  primary  basis and $0.16 on a
    fully-diluted basis.
<PAGE>

    The following table provides  pro-forma  information for the first quarter
    excluding the non-recurring gain (in thousands, except per share data):

                                                      1996              1995
                                                      ----              ----

               Pre-tax earnings                   $ 26,738            20,518
                                                  ========            ======
               Net earnings                       $ 16,777            12,875
                                                  ========            ======

               Net earnings per share:
                  Primary                           $ 0.30              0.23
                                                    ======              ====
                  Fully-diluted                     $ 0.28              0.22
                                                    ======              ====

                                       - 5 -







ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

FIRST QUARTER ENDED DECEMBER 31, 1996 V.S. FIRST QUARTER ENDED DECEMBER 31, 1995

The company  achieved record first quarter net sales of $426.1 million in fiscal
year 1997, up $78.5 million or 22.6% over the  comparable  period of fiscal year
1996. Net earnings for the three months ended December 31, 1996,  which included
a non-recurring  gain, were also a record for the first quarter at $26.6 million
or 106.5% higher than the same period of the prior year. Earnings per share were
47 cents on a primary basis and 44 cents on a fully-diluted basis.

As  described  in Note 5,  during  the first  quarter of fiscal  year 1997,  the
company  received  a $28.0  million  insurance  settlement  from the loss of its
corporate airplane. As a result, the company recognized a non-recurring, pre-tax
gain  of  $15.6  million  and an  increase  to net  earnings  of  $9.8  million.
Accordingly,  earnings per share  increased  17 cents on a primary  basis and 16
cents on a fully-diluted basis.

On a pro-forma  basis,  net earnings  excluding  the  non-recurring  gain were a
record for the first  quarter at $16.8  million  or 30.3%  higher  than the same
period of the prior year.  Pro-forma  earnings per share on a primary basis were
30 cents,  a 7 cent or 28.4% increase over last year.  Pro-forma  fully-diluted
earnings per share increased 6 cents or 27.3% to 28 cents.

The following table presents net sales  information by business  segment for the
first quarter of fiscal years 1997 and 1996:
<TABLE>
<CAPTION>

FIRST QUARTER
(dollars in millions)
                                                                  Fiscal Year          Dollar         Percent
<S>                                        <C>         <C>         <C>            <C>
Net sales:                                  1997       1996        Change         Change
----------                                 ------     ------       ------         ------
Consumer products:
    Alberto-Culver USA                     $107.6       66.4          41.2          62.0 %
    Alberto-Culver International            112.9      101.8          11.1          10.9
                                          -------    -------       -------         ------
    Total consumer products                 220.5      168.2          52.3          31.1
Specialty distribution - Sally              208.7      181.4          27.3          15.0
Eliminations                                 (3.1)      (2.0)         (1.1)         55.0
                                            ------    -------      --------        ------
                                           $426.1      347.6          78.5          22.6 %
                                           =======    =======      =========      =======

</TABLE>

Compared  to the same  period of the prior  year,  sales of  Alberto-Culver  USA
consumer  products  increased  $41.2  million or 62.0% for the first  quarter of
1997.  Sales in the current quarter were higher primarily due to the acquisition
of St. Ives Laboratories, Inc. ("St. Ives") in February, 1996, which added $33.4
million of sales in the current year, and strong  increases in several hair care
product lines including TRESemme, TCB and Alberto VO5.

Sales of Alberto-Culver  International consumer products were $112.9 million for
the current quarter, an increase of 10.9% compared to last year. The fiscal 1997
increase primarily resulted from the acquisition of St. Ives in February, 1996.
                        .
The "Specialty distribution-Sally" business segment experienced a sales increase
of $27.3  million  or 15.0%,  reaching  $208.7  million  for the  quarter  ended
December 31, 1996. The gain was  attributable  to Sally Beauty  Company's  sales
growth for established  stores and the addition of 161 new stores since December
31, 1995.  At December 31, 1996,  Sally Beauty  Company had 1,697 beauty  supply
stores offering a full range of salon care products.

Cost of products sold as a percent of net sales for the three month period ended
December  31, 1996 was 50.5% as  compared to 51.3% for the first  quarter of the
prior year.  The decrease was  primarily  due to changes in product mix and cost
efficiencies.




                                 - 6 -






Advertising, promotion, selling and administrative expenses for the December 31,
1996 quarter rose 23.8% or $34.9  million  versus the  comparable  period of the
prior year. The increase  resulted from  additional  advertising,  promotion and
market research  expenditures and  administrative  expenses related to St. Ives,
which  was  acquired  in  February,   1996,   along  with  higher   selling  and
administrative  costs associated with the increase in the number of Sally Beauty
Company stores.

Advertising,  promotion and market research  expenditures  totaled $56.0 million
for the current  period  versus $43.1 million for the  comparable  period of the
prior year. The increase was primarily due to advertising and promotion expenses
related to St. Ives.

Interest  expense  was $3.2  million  for the first  quarter of fiscal year 1997
versus $3.7 million for the comparable prior period.  The lower interest expense
was primarily  due to the  prepayment of $20.0 million of 9.73% notes in August,
1996.  Interest  income of $787,000 for the quarter ended  December 31, 1996 was
$842,000 less than last year mainly due to lower investment balances.

The provision  for income taxes as a percentage of earnings  before income taxes
was 37.25% for the first quarter of fiscal years 1997 and 1996.


FINANCIAL CONDITION

DECEMBER 31, 1996 V.S. SEPTEMBER 30, 1996


The ratio of current assets to current  liabilities  was 1.89 to 1.00 at the end
of the first  quarter of fiscal year 1997  compared to 1.79 to 1.00 at September
30, 1996.  Working  capital of $265.3  million was $39.2 million higher than the
September 30, 1996 balance of $226.1 million primarily due to the receipt of the
$28.0 million insurance settlement described in Note 5.

Total borrowings  increased $1.1 million during the first three months of fiscal
year 1997.  At December  31,  1996,  the company had unused lines of credit with
various banks of approximately $109 million.





                                  - 7 -

<PAGE>





                                PART II





ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:

        10(a)   Copy of Alberto-Culver Company Management Incentive Plan dated
                October 27, 1994 as amended.*

        10(b)   Copy of Alberto-Culver Company Employee Stock Option Plan 
                of 1988, as amended.*

        10(c)   Copy of Alberto-Culver Company 1994 Shareholder Value Incentive 
                Plan, as amended.*

        10(d)   Copy of Alberto-Culver Company 1994 Restricted Stock Plan, 
                as amended.*

        10(e)   Copy of Alberto-Culver Company 1994 Stock Option Plan for
                Non-Employee Directors, as amended.*

        10(f)   Form of Severance Agreement between Alberto-Culver Company 
                and certain executive officers.*

        27      Financial Data Schedule


        *       This exhibit is a management contract or compensatory plan 
                or arrangement of the registrant.

(b)     Reports on Form 8-K:

        No report on Form 8-K was filed by the registrant during  the  quarter
        ended December 31, 1996.






















                                  - 8 -

<PAGE>










                                    SIGNATURE



Pursuant  to the  requirements  of the Securities Exchange Act of  1934,  the
registrant  has duly  caused  this  report to be  signed  on its behalf by the
undersigned thereunto duly authorized.







                                    ALBERTO-CULVER COMPANY
                                     (Registrant)





                                    By:/s/ William J. Cernugel
                                    William J. Cernugel
                                    Senior Vice President, Finance & Controller
                                   (Principal Financial Officer)
















February 12, 1997



                                                   - 9 -