Exhibit 10(d)

                        ALBERTO-CULVER COMPANY
                      1994 RESTRICTED STOCK PLAN

                (as amended through October 24, 1996)


SECTION 1.  ESTABLISHMENT AND PURPOSE

     1.1  Establishment  The  Alberto-Culver   Company  (the  "Company")  hereby
establishes  a restricted  stock plan for Key  Employees,  as described  herein,
which shall be known as the  ALBERTO-CULVER  COMPANY 1994 RESTRICTED  STOCK PLAN
(the "RSP").

     1.2  Purpose  The  purpose of the RSP is to enable the  Company to attract,
retain,  motivate,  and reward Key  Employees by providing  them with a means to
acquire an equity interest or to increase such interest in the Company in return
for high levels of individual contribution and continued service.

     1.3      Definitions   Whenever used herein, the following terms shall have
              the meanings set forth below:

     (a)      "Board" means the Board of Directors of the Company.

     (b)      "Change in Control" shall have the meaning set forth in Section
               7.2(a).

     (c)      "Committee" means the Compensation Committee of the Board, each of
              whom shall be a  "Non-Employee  Director," as that term is defined
              under  Section 16 of the  Securities  Exchange Act of 1934 and the
              rules thereunder (the "Exchange Act").

     (d)      "Disability"  shall have the  meaning  provided  in the  Company's
              applicable   disability   plan  or,  in  the  absence  of  such  a
              definition,   when  a  Participant  becomes  totally  disabled  as
              determined by a physician  mutually  acceptable to the Participant
              and the Company  before  attaining his or her 65th birthday and if
              such  total  disability  continues  for more  than  three  months.
              Disability does not include any condition  which is  intentionally
              self-inflicted or caused by illegal acts of the Participant.

     (e)      "Exempt Person" and "Exempt Persons" shall have the meaning set 
               forth in Section 7.2(b).

     (f)      "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.

     (g)      "Key  Employee"  means an  active,  salaried  employee  (including
              officers and directors  who also are  employees) of the Company or
              its  subsidiaries  with direct  impact on the  performance  of the
              Company.

     (h)      "Incumbent Board" shall have the meaning set forth in Section
               7.2(c).

     (i)      "Participant" means a Key Employee designated by the Committee who
               is awarded and holds Restricted Stock pursuant to the RSP. 
              

     (j)      "Restricted Stock" shall mean the Class A common stock of the
               Company, $.22 par value, with restrictions as described in
               Section 6.

     (k)      "Restricted Stock Agreement" shall have the meaning set forth 
               in Section 6.1.

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     (l)      "Retirement"  shall have the  meaning  provided  in the  Company's
              Employees'  Profit  Sharing  Plan  or,  in the  absence  of such a
              definition,  the  first day of the  month  following  the month in
              which the Participant attains his or her 65th birthday.


SECTION 2.  ADMINISTRATION

     2.1      Administration   The RSP shall be administered by the Committee.

     2.2 Finality of Determination  The determination of the Committee as to any
disputed questions arising under this RSP,  including  questions of construction
and interpretation, shall be final and binding.


SECTION 3.  ELIGIBILITY AND PARTICIPATION

     3.1  Eligibility  Key  Employees  of the Company and its  subsidiaries  are
eligible to receive  Restricted  Stock under the RSP, in such  amounts and on as
many occasions as the Committee in its sole discretion may determine.

     3.2  Participation  The  Committee  shall  designate  the Key  Employees to
receive  Restricted  Stock,  the time or times  and the size of each  individual
grant of Restricted Stock under the RSP.


SECTION 4.  STOCK SUBJECT TO THE RSP

     4.1  Number  The total  number of shares of  Restricted  Stock  that may be
granted  under the RSP shall not exceed  250,000.  These shares may consist,  in
whole or in part, of authorized but unissued  shares of stock or shares of stock
reacquired by the Company and not reserved for any other purpose.

     4.2 Reacquired  Shares If, at any time,  shares of Restricted  Stock issued
pursuant to the RSP shall have been reacquired by the Company in connection with
the  restrictions  herein imposed on such shares,  such reacquired  shares again
shall  become  available  for  issuance  under the RSP at any time  prior to its
termination.

     4.3  Adjustments  in Capital If, at any time,  the Company  issues  Class A
common  stock  to its  stockholders  by way of a stock  dividend,  stock  split,
recapitalization,  or issues  rights to  subscribe  for shares of stock or other
securities, or should the number of issued shares of Class A common stock of the
Company be reduced or combined,  the  Committee may take such action with regard
to  adjustment  of the number of shares to which  Participants  are  entitled to
receive  hereunder as it considers to be  equitable.  The  determination  of the
Committee shall be final, conclusive and binding.


SECTION 5.  DURATION OF THE RSP

     The RSP shall continue until all Restricted  Stock subject to it shall have
been  granted  under the RSP,  subject to the  provisions  of the RSP  regarding
amendments thereto and termination thereof.


SECTION 6.  SHARES OF RESTRICTED STOCK

     6.1 Grant of Shares  of  Restricted  Stock  Awards of  Restricted  Stock to
Participants  shall be granted under a Restricted  Stock  Agreement  between the
Company and the  Participant  which shall provide that the shares subject to any
such award shall be subject to such forfeiture and other  conditions,  including
the provisions of Section 6.7 hereof, as the Committee shall designate.

     6.2 Vesting Except as otherwise provided in Section 7.1 hereof,  Restricted
Stock granted to  Participants  will vest on a cumulative  basis in equal annual
increments of one-fourth of the shares granted,  commencing four (4) years after
the date of grant.

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The shares will be fully  vested after a period of seven (7) years from the date
of grant. The Committee,  however,  may accelerate the vesting of any Restricted
Stock granted  hereunder  subject to such terms and  conditions as the Committee
deems necessary and appropriate to effectuate the purpose of the RSP.

     6.3 Transferability  Subject to Section 6.8 hereof, a Participant's  rights
under  the  RSP may  not be  assigned  and any  Restricted  Stock  granted  to a
Participant  may not be  sold,  transferred,  pledged,  assigned,  or  otherwise
alienated or  hypothecated  as long as the shares are subject to  forfeiture  or
other  conditions  as provided in this RSP,  and as set forth in the  Restricted
Stock Agreement pursuant to which such shares were granted.

     6.4 Removal of Restrictions  Except as otherwise provided herein, or as may
be required as  applicable by law,  shares of  Restricted  Stock covered by each
Restricted  Stock Agreement made under this RSP will become freely  transferable
by the Participant upon vesting in accordance with Section 6.2 or Section 7.1.

     6.5 Other  Restrictions  The Company may impose such other  restrictions on
any shares  granted  pursuant to this RSP as it may deem  advisable,  including,
without  limitation,  restrictions  required by (1) federal securities laws, (2)
requirements  of any stock exchange upon which such shares of the same class are
listed and (3) any state securities laws applicable to such shares.

     6.6 Certificates In addition to any legends placed on certificates pursuant
to Section  6.4,  the Company  reserves  the right to place on each  certificate
representing shares of Restricted Stock a legend as follows:

     "The  sale or  other  transfer  of  shares  of  stock  represented  by this
     certificate,  whether  voluntary,  involuntary,  or by operation of law, is
     subject to the  restrictions on transfer and forfeiture  conditions  (which
     include the satisfaction of certain  employment  service  requirements) set
     forth  in  the  Alberto-Culver  Company  1994  Restricted  Stock  Plan  and
     Restricted  Stock  Agreement.  A copy of such agreement may be inspected at
     the offices of the Secretary of the Company.

All  certificates  representing  shares of Restricted Stock shall be held by the
Secretary  of the Company in escrow on behalf of the  Participant  awarded  such
shares,  together with a Power of Attorney  executed by the Participant,  in the
form  satisfactory to the Committee and authorizing the Company to transfer such
shares as provided in the  Restricted  Stock  Agreement,  until such time as all
restrictions imposed on such shares pursuant to the RSP and the Restricted Stock
Agreement have expired or been earlier terminated.

     6.7  Termination  of Employment In the event that,  prior to the removal of
restrictions  on shares of Restricted  Stock as  contemplated  by Section 6.4, a
Participant's  employment with the Company  terminates for any reason other than
death, Retirement or Disability,  any shares subject to time period restrictions
or  other  forfeiture   conditions  at  the  date  of  such  termination   shall
automatically be forfeited to the Company.  A Participant  shall not forfeit any
rights to Restricted Stock  previously  granted to him, solely because he ceases
to qualify as a Key Employee.

     6.8      Death or Disability

     (a) In the event that,  prior to the removal of  restrictions  on shares of
Restricted Stock as contemplated by Section 6.4, a Participant's employment with
the  Company  terminates  because  of  death,  Retirement  or  Disability,   any
uncompleted portion of a time period restriction or other forfeiture conditions,
as set forth in the terms of the Restricted  Stock  Agreement,  may be waived by
the  Committee.  The shares  released  from such  restrictions  pursuant to this
Section 6.8 thereafter shall be freely transferable by the Participant,  subject
to any applicable legal requirements.

     (b) A  Participant  may from time to time  name in  writing  any  person or
persons to whom his or her Restricted  Stock should be given if the  Participant
dies. Each such beneficiary  designation  will revoke all prior  designations by
the  Participant  with respect to the RSP,  shall not require the consent of any
previously name beneficiary, shall be in a form prescribed by the Committee, and
will be effective only when filed with the Committee in care of the Secretary of
the Company during the Participant's lifetime.

     (c) If a  Participant  fails to designate a  beneficiary  before his or her
death, as provided  above,  or if the beneficiary  designated by the Participant
dies prior to receiving the Restricted Stock hereunder, the Company may transfer
the  Restricted  Stock to the legal  representative  or  representatives  of the
estate of the Participant.

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     6.9   Voting Rights   Participants shall have full voting rights with 
respect to shares of Restricted Stock.

     6.10 Dividend  Rights  Except as the  Committee  may  otherwise  determine,
Participants  shall have full dividend rights with any such dividends being paid
currently.  Dividends  paid on shares of  Restricted  Stock  prior to the shares
vesting  will be treated as wages for federal  income tax  purposes  and will be
subject to  withholding  taxes by the  Company.  If all or part of a dividend is
paid in  shares of stock,  the  dividend  shares  shall be  subject  to the same
restrictions on  transferability  as the shares of Restricted Stock that are the
basis for the dividend.

     6.11 Security  Interest in Shares In  connection  with the execution of any
Restricted Stock Agreement,  the Committee may require that a Participant  grant
to the Company a security  interest in the shares of Restricted  Stock issued or
granted  pursuant to this RSP to secure the  payment of any sums  (i.e.:  income
withholding taxes due when  restrictions  lapse) then owing or thereafter coming
due to the Company by such  Participant.  This security  interest shall continue
for such period of time as the  certificates  representing  shares of Restricted
Stock  are held by the  Secretary  of the  Company  in  escrow  on behalf of the
Participant pursuant to Section 6.6.

     6.12  Withholding  Taxes Due At any time when a Participant  is required to
pay to the Company an amount required to be withheld under applicable income tax
or other tax laws in  connection  with the  vesting  of  Restricted  Stock,  the
Participant  may  satisfy  this  obligation  in  whole or in part by  making  an
election to have the Company  withhold shares of Restricted Stock having a value
equal to the amount required to be withheld.  The value of shares to be withheld
shall be based on the Fair Market Value of the Restricted  Stock on the date the
Participant vests in such shares.


SECTION 7.  CHANGE IN CONTROL

     7.1 Vesting  Upon Change in Control  Notwithstanding  any  provision of the
RSP, all outstanding  shares of Restricted Stock shall immediately  become fully
vested upon the occurrence of a Change in Control.

     7.2  Definitions

     (a)  The term  "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  Section  7.2(b));  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 Section 7.2(a)(2)(A);

                         (ii)  by the Company, except as otherwise provided in 
                               Section 7.2(a)(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 Section 7.2(a)(1)(C) shall be satisfied.

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                   (B)  The  cessation  for any  reason  of the  members  of the
              Incumbent  Board (as such term is defined  below) to constitute at
              least a majority of 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 Section 7.2(a)(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  Section   7.2(a)(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 Section  7.2(a)(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.

     (b)  The term "Exempt Person"(and collectively, the"Exempt Persons")means:

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              (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 Section
                   7.2(b)(1) or (2);

              (4)  any trust or similar arrangement for the benefit of any
                   person described in Section 7.2(b)(1) or (2); or
     

              (5)  the  Lavin  Family   Foundation   or  any  other   charitable
     organization  established by any person  described in Section  7.2(b)(1) or
     (2).

     (c) The term "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.


SECTION 8.  EMPLOYMENT RIGHTS OF EMPLOYEES

     Nothing in this RSP or in any grant of  Restricted  Stock  shall  interfere
with  or  limit  in any  way the  right  of the  Company  to  terminate  any Key
Employee's  or  Participant's  employment  at any time,  or confer  upon any Key
Employee  or  Participant  any right to continue in the employ of the Company or
its subsidiaries.


SECTION 9.  STOCKHOLDER APPROVAL, AMENDMENT AND TERMINATION

     9.1 Stockholder  Approval The RSP shall be submitted to the stockholders of
the  Company  for  their   approval  and  adoption  at  the  annual  meeting  of
stockholders  to be held on January 26, 1995, or any  adjournment  thereof.  The
grant of Restricted  Stock  hereunder  prior to  stockholder  approval  shall be
contingent upon and subject to stockholder approval.

     9.2  Amendment  This RSP may be amended at any time by the Board;  provided
that no such amendment  shall permit the granting of Restricted  Stock to anyone
other than as provided in Section 4 hereof,  or increase  the maximum  number of
shares of stock that may be granted  pursuant  to this RSP  except  pursuant  to
Section 4.3 hereof, without the further approval of the Company's stockholders.

     9.3      Termination   The Company reserves the right to terminate the RSP 
at any time by action of its Board.

     9.4 Existing  Restrictions  Neither  amendment nor  termination of this RSP
shall affect any shares previously granted or issued pursuant to this RSP.



249528.04


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