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:

                      March 31, 1999

                           -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 Avenue
         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 March  31,  1999,  there  were  23,371,447  shares  of  Class A common  stock
outstanding and 32,957,471 shares of Class B common stock outstanding.

<PAGE>




                                   7



                                PART  I


ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                           ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                                             Consolidated Statements of Earnings
                                         Three Months Ended March 31, 1999 and 1998
                                   (dollar amounts in thousands, except per share figures)



                                                                                         (Unaudited)                
                                                                                   1999                  1998   
<S>                                                                             <C>                    <C>
Net sales                                                                       $487,396               455,195
Costs and expenses:
     Cost of products sold                                                       237,801               225,770
     Advertising, promotion, selling and administrative                          214,977               196,054            
     Interest expense, net of interest income of $710
         in 1999 and $619 in 1998                                                  2,917                 2,163
                                                                                --------              --------
     Total costs and expenses                                                    455,695               423,987
                                                                                --------              --------

  Earnings before provision for income taxes                                      31,701                31,208
  Provision for income taxes                                                      11,651                11,625
                                                                                ---------             --------

  Net earnings(Note 3)                                                          $ 20,050                19,583
                                                                                ========             =========

  Net earnings per share (Note 2)

     Basic                                                                      $   .35                   .34
                                                                                =======           ===========
     Diluted                                                                    $   .35                   .32
                                                                                =======           ===========

Cash dividends paid per share                                                   $  .065                   .06
                                                                                =======           ===========


See notes to consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                           ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                                             Consolidated Statements of Earnings
                                          Six Months Ended March 31, 1999 and 1998
                                   (dollar amounts in thousands, except per share figures)



                                                                                          (Unaudited)
                                                                                    1999                  1998   
<S>                                                                             <C>                    <C>   

Net sales                                                                       $951,947               900,595
Costs and expenses:
     Cost of products sold                                                       466,558               443,810
     Advertising, promotion, selling and administrative                          418,807               389,951      
     Interest expense, net of interest income of $1,436
       in 1999 and $1,382 in 1998                                                  5,443                 4,244
                                                                                --------              --------
     Total costs and expenses                                                    890,808               838,005
                                                                                --------              --------

Earnings before provision for income taxes                                        61,139                62,590
Provision for income taxes                                                        22,469                23,315
                                                                                ---------             --------

Net earnings  (Note 3)                                                          $ 38,670                39,275
                                                                                ========             =========

Net earnings per share (Note 2)

     Basic                                                                      $   .68                   .69
                                                                                =======              =========
     Diluted                                                                    $   .67                   .64
                                                                                =======              =========

Cash dividends paid per share                                                   $  .125                   .11
                                                                                =======              =========


See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>




                                           ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                                                 Consolidated Balance Sheets
                                            March 31, 1999 and September 30, 1998
                                    (dollar amounts in thousands, except per share data)

                                                                             (Unaudited)
                                                                              March 31,               September 30,
ASSETS                                                                          1999                        1998        
------                                                                   -----------------           -------------------
<S>                                                                     <C>                             <C>   
Current assets:
   Cash and cash equivalents                                             $     50,069                      72,395
   Short-term investments                                                         529                         910
   Receivables, less allowance for doubtful
      accounts ($9,357 at 3/31/99 and $10,868 at 9/30/98)                     127,402                     129,063
   Inventories (Note 4)                                                       386,422                     369,204
   Other current assets                                                        20,050                      19,993 
                                                                           ----------                  ----------
      Total current assets                                                    584,472                     591,565 
                                                                           ----------                  ----------
Property, plant and equipment at cost, less accumulated
   depreciation ($197,418 at 3/31/99 and $184,932 at 9/30/98)                 229,222                     223,476
Goodwill, net                                                                 170,273                     137,599
Trade names and other intangible assets, net                                   64,623                      67,158
Other assets                                                                   50,458                      48,386 
                                                                           -----------                 -----------
   Total assets                                                            $1,099,048                   1,068,184 
                                                                           ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt and short-term borrowings       $       3,760                       3,238
   Accounts payable                                                           179,795                     177,564
   Accrued expenses                                                           101,765                     112,015
   Income taxes                                                                23,506                      20,808 
                                                                           ----------                  ----------
      Total current liabilities                                               308,826                     313,625 
                                                                           ----------                  ----------

Long-term debt                                                                203,900                     171,760
Deferred income taxes                                                          26,203                      28,260
Other liabilities                                                              21,375                      20,548

Stockholders' equity (Note 2): Common stock, par value $.22 per share:
      Class A authorized 75,000,000 shares; issued 30,612,798 shares            6,735                       6,735
      Class B authorized 75,000,000 shares; issued 37,710,665 shares            8,296                       8,296
   Additional paid-in capital                                                 191,742                     192,610
   Retained earnings                                                          560,271                     528,733
   Accumulated other comprehensive income-
      foreign currency translation (Note 3)                                   (33,166)                    (28,131)
                                                                           -----------                -----------
                                                                              733,878                     708,243
   Less treasury stock at cost (Class A common shares:
   7,241,351 at 3/31/99 and 6,549,947 at 9/30/98;
   Class B common shares: 4,753,184 at 3/31/99 and 4,563,184 at 9/30/98)     (195,134)                   (174,252)
                                                                            ----------                 -----------
         Total stockholders' equity                                           538,744                     533,991 
                                                                            ----------                 -----------
         Total liabilities and stockholders' equity                        $1,099,048                   1,068,184 
                                                                          ============                 ===========

See notes to consolidated financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>




                                             ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                                              Consolidated Statements of Cash Flows
                                            Six Months Ended March 31, 1999 and 1998
                                                  (dollar amounts in thousands)



                                                                                            (Unaudited)              
                                                                                       1999              1998  
<S>                                                                                  <C>              <C>   

Cash Flows from Operating Activities:

Net earnings                                                                          $38,670           39,275
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Depreciation and amortization                                                     20,867           19,721
Other, net                                                                              2,401           (1,216)
Cash effects of changes in (exclusive of acquisitions):
       Receivables, net                                                                    54            5,210
       Inventories                                                                     (9,297)          (9,792)
       Other current assets                                                            (3,369)             662
       Accounts payable and accrued expenses                                          (16,523)         (27,165)
       Income taxes                                                                     5,202           12,038  
                                                                                   -----------      -----------
     Net cash provided by operating activities                                         38,005           38,733  
                                                                                   -----------      ----------

Cash Flows from Investing Activities:

Short-term investments                                                                    958            6,551
Capital expenditures                                                                  (19,608)         (26,249)
Payments for purchased businesses, net of acquired companies' cash                    (48,924)          (7,050)
Other, net                                                                                143              622  
                                                                                   ----------       ----------
   Net cash used by investing activities                                              (67,431)         (26,126)
                                                                                   ----------       ----------

Cash Flows from Financing Activities:

Short-term borrowings                                                                    885             (773)
Proceeds from long-term debt                                                          34,080              404
Repayments of long-term debt                                                          (1,304)          (3,540)
Proceeds from sale of receivables                                                      5,000               --
Cash dividends paid                                                                   (7,132)          (6,222)
Cash proceeds from exercise of stock options                                           2,487           10,644
Stock purchased for treasury                                                         (25,383)         (10,650)
                                                                                     --------      -----------
   Net cash provided (used) by financing activities                                    8,633          (10,137) 
                                                                                     --------      -----------

Effect of foreign exchange rate changes on cash                                       (1,533)             301  
                                                                                     --------      -----------
Net increase (decrease) in cash and cash equivalents                                 (22,326)           2,771
Cash and cash equivalents at beginning of period                                      72,395           76,040  
                                                                                     --------      -----------

Cash and cash equivalents at end of period                                           $50,069           78,811  
                                                                                     ========       ==========

See notes to consolidated financial statements.
</TABLE>


<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, 1998.  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)   Basic  earnings  per share is  calculated  using the  weighted  average of
      actual shares  outstanding  of  56,764,000  and  56,886,000  for the three
      months ended March 31, 1999 and 1998,  respectively,  and  56,953,000  and
      56,646,000 for the six months ended March 31, 1999 and 1998, respectively.

      Diluted  earnings per share is determined by dividing net earnings  before
      interest  expense  (net of tax  benefit) on the  convertible  subordinated
      debentures 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.  The convertible  subordinated  debentures were converted in
      July, 1998.  Diluted  weighted average shares  outstanding were 57,628,000
      and  64,124,000  for the  three  months  ended  March  31,  1999 and 1998,
      respectively, and 57,814,000 and 63,884,000 for the six months ended March
      31, 1999 and 1998, respectively.

      The  following  table  provides  a  reconciliation  of basic  and  diluted
earnings per share (in thousands):

<TABLE>
                                                      Three Months                Six Months
                                                     Ended March 31              Ended March 31
                                                    ---------------              --------------
                                                     1999       1998              1999      1998
                                                     ----       ----              ----      ----
<S>                                                <C>        <C>               <C>       <C>
Net earnings                                       $20,050    19,583            38,670    39,275
Interest expense on convertible subordinated
    debentures, net of tax benefit                     --        910                --     1,820
                                                   -------    ------            ------    ------
Diluted net earnings                               $20,050    20,493            38,670    41,095
                                                   =======    ======            ======    ======


Weighted average shares
    outstanding--basic                             56,764    56,886             56,953    56,646
Effect of dilutive securities:
Assumed conversion of
    subordinated debentures                            --     6,178                 --     6,178
Assumed exercise of
    stock options                                     789     1,060                786     1,060
Other                                                  75        --                 75        --
                                               ----------  ---------            ------    ------
Weighted average shares
outstanding--diluted                               57,628    64,124             57,814    63,884
                                                =========   =======             ======    ======

</TABLE>


<PAGE>



      ALBERTO-CULVER COMPANY AND SUBSIDIARIES

      Notes to Consolidated Financial Statements (Continued)


(3)   Effective  the first  quarter of fiscal  year 1999,  the  company  adopted
      Statement of Financial  Accounting  Standards ("SFAS") No. 130, "Reporting
      Comprehensive  Income",  which  establishes  rules  for the  reporting  of
      comprehensive income and its components.  Comprehensive income consists of
      net earnings and foreign currency  translation  adjustments as follows (in
      thousands):

                                           Three Months          Six Months
                                          Ended March 31       Ended March 31
                                          --------------       --------------
                                           1999    1998        1999      1998
                                           ----    ----        ----      ----

     Net earnings                       $20,050    19,583      38,670   39,275

     Other comprehensive income
       adjustments - foreign
       currency translation              (4,667)  (2,049)     (5,035)   (5,028)

     Comprehensive income               $15,383   17,534      33,635    34,247
                                       ========   ========    ======    ======


(4) Inventories consist of the following (in thousands):

                                            March 31,     September 30,
                                              1999             1998       
                 Finished goods             $345,774           325,769
                 Work-in-process               4,967             6,119
                 Raw materials                35,681            37,316
                                     ---------------   ---------------

                                            $386,422           369,204
                                       =============    ==============


(5)   During  fiscal  1998,  the Board of  Directors  authorized  the company to
      purchase  up to 6.0  million  shares  of its  Class A common  stock.  This
      authorization was increased to 9.0 million shares in October,  1998. As of
      March 31, 1999, the company had purchased  6,490,700 Class A common shares
      under this program at a total cost of $146.5  million.  In  addition,  the
      Board of  Directors  authorized  the  purchase  of 190,000  Class B common
      shares  from a related  party in  January,  1999,  at a total cost of $5.0
      million, which was equal to fair market value on the date of purchase.

<PAGE>




                                   13


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

RESULTS OF OPERATIONS

Second Quarter and Six Months Ended March 31, 1999 vs. Second Quarter and Six 
Months Ended March 31, 1998

The company achieved record second quarter net sales of $487.4 million in fiscal
year 1999,  up $32.2 million or 7.1% over the  comparable  period of fiscal year
1998.  For the six month period  ending March 31, 1999,  net sales reached a new
high of $951.9 million, representing a 5.7% increase compared to last year's six
month period.

Net  earnings  for the three  months  ended March 31,  1999 were a record  $20.1
million or 2.4% higher than the same  period of the prior year.  Basic  earnings
per share were 35 cents in 1999 and 34 cents in 1998. Diluted earnings per share
increased 9.4% to 35 cents from 32 cents in 1998.

Net earnings for the six months ended March 31, 1999 were $38.7  million or 1.5%
lower than 1998.  Basic earnings per share were 68 cents in 1999 and 69 cents in
1998.  Diluted  earnings per share  increased 4.7% to 67 cents for the first six
months of 1999 from 64 cents in 1998.

Diluted  earnings  per share for both the  second  quarter  and first  half were
favorably affected by a decrease in diluted weighted average shares outstanding,
primarily due to the company's common stock purchases described in Note 5.

The following table presents net sales  information by business  segment for the
second  quarter and first six months of fiscal  years 1999 and 1998  (dollars in
millions):

SECOND QUARTER
                                         Fiscal Year       Dollar   Percent
Net sales:                             1999       1998     Change   Change
----------                            ------     ------    ------   ------

Alberto-Culver North America          $111.0      115.9      (4.9)    (4.2)%
Alberto-Culver International           108.3      101.5       6.8      6.7
Specialty distribution - Sally         273.1      241.6      31.5     13.1
Eliminations                            (5.0)      (3.8)     (1.2)   (31.9)
                                    --------   --------  ---------
                                      $487.4      455.2      32.2      7.1%
                                      ======     ======   =======

SIX MONTHS
                                        Fiscal Year      Dollar    Percent
Net sales:                            1999       1998    Change    Change
---------                             ----       ----    ------    ------

Alberto-Culver North America        $222.4      231.8    (9.4)     (4.1)%
Alberto-Culver International         209.7      204.3     5.4       2.7
Specialty distribution - Sally       528.4      472.4    56.0      11.9
Eliminations                          (8.6)      (7.9)   (0.7)     (8.5)
                                    ------     ------    ----
                                    $951.9      900.6    51.3       5.7%
                                    ======      =====    ====

Compared to the same periods of the prior year, sales for  Alberto-Culver  North
America  ("North  America")  decreased  4.2% and 4.1% for the second quarter and
first six months of fiscal year 1999, respectively. The decreases were primarily
due to lower sales for custom label filling  operations  and sales  declines for
the Cortexx and VO Fine hair care lines.

Sales of Alberto-Culver  International  ("International")  increased 6.7% in the
second  quarter and 2.7% in the first half of fiscal 1999 compared to last year.
The fiscal year 1999 results were  negatively  impacted by the effect of foreign
exchange rates. Had foreign exchange rates this year been the same as the second
quarter and first half of fiscal 1998, Alberto-Culver  International sales would
have  increased  8.1% for the second  quarter and 4.9% for the first  half.  The
growth was principally due to acquisitions in Latin America.


<PAGE>



The "Specialty  distribution-Sally" business segment achieved sales increases of
$31.5 million or 13.1% for the second quarter and $56.0 million or 11.9% for the
first half of fiscal year 1999. The gains were  attributable to higher sales for
established  Sally Beauty Company outlets,  the opening of new stores during the
year and the expansion of Sally's full service and foreign operations.  At March
31,  1999,  Sally  Beauty  Company had 2,124  stores  offering a  full-range  of
professional beauty supplies.

Cost of products sold as a percent of net sales for the second quarter was 48.8%
as  compared  to 49.6% for the prior  year and 49.0% for the first  half  versus
49.3% for the first six months of 1998. The decreases were primarily due to cost
savings and brand restages for North America.

Compared to the prior year, advertising,  promotion,  selling and administrative
expenses rose $18.9 million or 9.7% for the second  quarter and $28.9 million or
7.4% for the  first  half.  The  increases  resulted  from  higher  selling  and
administrative  costs associated with the increase in the number of Sally Beauty
Company stores along with additional advertising,  promotion and market research
expenditures.

Advertising,  promotion and market research  expenditures  totaled $65.8 million
for the second  quarter of 1999, an increase of 4.0% versus the prior year.  For
the first half of fiscal year 1999,  advertising,  promotion and market research
expenditures were $130.8 million, an increase of 4.3% over last year.

Net interest expense increased  $754,000 for the second quarter and $1.2 million
for the first half compared to the same periods of the prior year. The increases
were primarily  attributable to the $120 million of 6.375%  debentures issued in
June, 1998 partially  offset by the elimination of interest  expense on the $100
million of 5.5%  convertible  subordinated  debentures which were converted into
Class A common shares in July, 1998. Interest expense was also higher due to $30
million borrowed under the company's revolving credit facility during the second
quarter of 1999, primarily to fund acquisitions.

The provision  for income taxes as a percentage of earnings  before income taxes
was 36.75% for the second quarter and first half of fiscal years 1999 and 37.25%
for the same periods in the prior year.



<PAGE>



FINANCIAL CONDITION

March 31, 1999 v.s. September 30, 1998

The ratio of current assets to current liabilities was 1.89 to 1.00 at March 31,
1999 and September 30, 1998.  Working capital of $275.7 million was $2.2 million
lower than the September 30, 1998 balance of $277.9 million.

Total borrowings increased $32.7 during the first six months of fiscal year 1999
to $207.7  million,  primarily due to $30 million  borrowed  under the company's
revolving  credit  facility  to  fund  the   acquisitions  of  La  Farmaco,   an
Argentina-based manufacturer and marketer of branded personal care products, and
two  full-service  distributors by Sally Beauty.  At March 31, 1999, the company
had $170 million available under its revolving credit facility.

YEAR 2000 READINESS DISCLOSURES

Many computer  systems use only two digits to represent the year and they may be
unable to process accurately  information that contains dates before,  during or
after the year 2000. As a result,  organizations that depend on computers are at
risk for possible date-based  computation errors which could result in erroneous
information or system failures that may disrupt their business operations.  This
is commonly known as the Year 2000 ("Y2K") problem.

Most of the  software  purchased  by the  company  within the last five years is
either Y2K  compliant or the vendor has certified  that Y2K  compliant  upgrades
will be available  sufficiently  in advance of December 31, 1999.  In late 1995,
the company  inventoried and assessed key financial and operational  information
systems  and  prepared  a  prioritized  plan for Y2K  systems  modifications  or
replacements.  The plan is revised periodically and progress against the plan is
monitored and periodically reported to management and the Audit Committee of the
Board of Directors. Implementation of required changes to the company's critical
systems is currently scheduled to be completed by October,  1999.  Certification
of critical  systems,  which includes  testing by technicians  and key users, is
expected to be completed  before December 31, 1999. The company's  assessment of
non-information  technology systems (e.g.,  manufacturing equipment) is expected
to be completed by July,  1999, and an action plan will be prepared based on the
results.

The company is  developing a  contingency  plan to be followed in the event of a
Y2K-related failure of a business-critical  system. This plan should be complete
by September,  1999 and is expected to include,  for example,  identification of
alternate  suppliers and possible  increases in inventory levels,  including raw
materials and  packaging.  Once  developed,  contingency  plans and related cost
estimates will be refined as additional information becomes available.

Incremental  costs,  which include  contractor costs to modify existing systems,
and costs of internal  resources  dedicated  to  achieving  Y2K  compliance  are
charged to expense as incurred.  The incremental costs are currently expected to
total  approximately $2.4 million,  of which approximately 61% has been spent to
date.  Incremental costs are presently being funded through operating cash flow.
The amounts do not  include  any costs  associated  with the  implementation  of
contingency  plans,  which are in the process of being  developed,  as discussed
above. The costs associated with replacement of computerized  systems,  hardware
and related equipment  (currently  estimated to be approximately  $8.2 million),
substantially  all of which will be  capitalized,  are not included in the above
estimates.

The  company's  Y2K  readiness  program  is an  evolving  and  ongoing  process.
Accordingly,  current  conclusions as to what constitutes areas of the company's
greatest Y2K  exposure  and the  estimates  of costs and  completion  dates,  as
described  above,  are subject to change.  The Y2K problem has many  aspects and
potential consequences,  some of which are not reasonably foreseeable, and there
can be no assurance that unforeseen consequences will not arise.

FORWARD - LOOKING STATEMENTS



<PAGE>



This Quarterly  Report on Form 10-Q and the documents  incorporated by reference
herein,  if any, may contain  forward-looking  statements  within the meaning of
Section  27A of the  Securities  Act of 1933,  as amended and Section 21E of the
Security  Exchange  Act of  1934,  as  amended.  Such  statements  are  based on
management's current expectations and assessments of risks and uncertainties and
reflect various assumptions concerning anticipated results, which may or may not
prove to be correct.  Some of the factors  that could  cause  actual  results to
differ   materially   from   estimates   or   projections   contained   in  such
forward-looking  statements  include  the  pattern  of  brand  sales,  including
variations  in sales  volume  within  periods;  competition  within the relevant
product markets, including pricing, promotional activities,  continuing customer
acceptance  of existing  products  and the  ability to develop and  successfully
introduce new products;  risks inherent in acquisitions and stategic  alliances;
changes  in costs  including  changes in labor  costs,  raw  material  prices or
pormotional   expenses;   the  costs  and  effects  of  unanticipated  legal  or
administrative proceedings;  variations in political,  economic or other factors
such as currency  exchange  rates,  inflation  rates,  recessionary or expansive
trends, tax changes, legal and regulatory changes or other external factors over
which the company has no control. The company disclaims any obligation to update
any  forward-looking  statement  in this  Quarterly  Report  on Form 10-Q or any
document incorporated herein by reference.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material  changes in the company's market risk during the six
months ended March 31, 1999.

<PAGE>



                                 PART II


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of  stockholders  on January 28, 1999,  Howard B. Bernick,
Bernice  E.  Lavin,  Harold M.  Visotsky  and Allan B.  Muchin  were  elected as
directors  of the  Company.  Mr.  Bernick  received a Class A and Class B common
stockholder  vote of  21,476,751  and  30,777,152  shares  "for" and  19,888 and
180,353 shares "withheld", respectively. Mrs. Lavin received a Class A and Class
B common  stockholder vote of 21,464,583 and 30,764,366  shares "for" and 32,056
and 193,139 shares "withheld", respectively. Dr. Visotsky received a Class A and
Class B common  stockholder  vote of 21,471,063 and 30,759,909  shares "for" and
25,576 and 197,596 shares "withheld",  respectively. Mr. Muchin received a Class
A and Class B common  stockholder vote of 21,472,004 and 30,283,561 shares "for"
and 24,635 and 673,944 shares "withheld", respectively.

Class A common stock has a one-tenth vote per share and Class B common stock has
one vote per share.

Stockholders  at the annual  meeting also voted on  amendments  to the company=s
Management Incentive Plan. The amendments were approved by a Class A and Class B
stockholder vote of 20,560,318 and 30,239,628 shares "for";  918,741 and 606,616
"against"; and 17,576 and 111,261 shares "abstaining", respectively.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:

        27      Financial Data Schedule

                
(b)     Reports on Form 8-K:

        No report on Form 8-K was filed by the  registrant  during  the  quarter
        ended March 31, 1999.



















<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
                        (Principal Financial Officer)
















May 14, 1999