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, 1998

                                 -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  December 31, 1998,  there were 23,873,087 shares of  Class A common stock
outstanding and 33,147,471 shares of Class B common stock outstanding.



                                                            1

<PAGE>





                                                             PART  I


ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                        ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                                            Consolidated Statements of Earnings
                                       Three Months Ended December 31, 1998 and 1997
                                  (dollar amounts in thousands, except per share figures)



                                                                                         (Unaudited)                
                                                                                   1998                  1997   
<S>                                                                             <C>                    <C>   

Net sales                                                                       $464,551               445,400

Costs and expenses:
     Cost of products sold                                                       228,757               218,040
     Advertising, promotion, selling and administrative                          203,830               193,897
     Interest expense, net of interest income of $726
         in 1998 and $763 in 1997                                                  2,526                 2,081
                                                                                --------              --------

     Total costs and expenses                                                    435,113               414,018
                                                                                --------              --------

Earnings before provision for income taxes                                        29,438                31,382

Provision for income taxes                                                        10,818                11,690
                                                                                --------              --------

Net earnings  (Note 4)                                                          $ 18,620                19,692
                                                                                ========              ========

Net earnings per share (Note 3)

     Basic                                                                  $        .33                   .35
                                                                            ============          ============

     Diluted                                                                $        .32                   .32
                                                                            ============          ============

Cash dividends paid per share (Note 2)                                      $        .06                   .05
                                                                            ============          ============


See notes to consolidated financial statements.
</TABLE>



                                                             2

<PAGE>


<TABLE>
<CAPTION>



                                          ALBERTO-CULVER COMPANY AND SUBSIDIARIES

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

                                                                           (Unaudited)
                                                                            December 31,                September 30,
ASSETS                                                                          1998                       1998        
------                                                                 -----------------           -------------------
<S>                                                                        <C>                         <C>    

Current assets:
   Cash and cash equivalents                                               $   45,720                      72,395
   Short-term investments                                                         909                         910
   Receivables, less allowance for doubtful
      accounts ($9,848 at 12/31/98 and $10,868 at 9/30/98)                    128,485                     129,063
   Inventories (Note 5)                                                       375,694                     369,204
   Other current assets                                                        19,824                      19,993 
                                                                           -----------                 -----------
      Total current assets                                                    570,632                     591,565 
                                                                           -----------                 -----------
Property, plant and equipment at cost, less accumulated
   depreciation ($189,397 at 12/31/98 and $184,932 at 9/30/98)                223,437                     223,476
Goodwill, net                                                                 136,670                     137,599
Trade names and other intangible assets, net                                   65,953                      67,158
Other assets                                                                   52,213                      48,386 
                                                                           -----------                 -----------
   Total assets                                                            $1,048,905                   1,068,184 
                                                                           ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt and short-term borrowings          $    3,521                       3,238
   Accounts payable                                                           163,010                     177,564
   Accrued expenses                                                            96,791                     112,015
   Income taxes                                                                24,114                      20,808 
                                                                           -----------                 -----------
      Total current liabilities                                               287,436                     313,625 
                                                                           -----------                 -----------

Long-term debt                                                                170,544                     171,760
Deferred income taxes                                                          27,576                      28,260
Other liabilities                                                              19,600                      20,548

Stockholders' equity (Note 3): 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                                                 192,250                     192,610
   Retained earnings                                                          543,923                     528,733
   Foreign currency translation                                               (28,499)                    (28,131)
                                                                           -----------                 -----------
                                                                              722,705                     708,243
   Less treasury stock at cost (Class A common shares: 6,739,711 at
   12/31/98 and 6,549,947 at 9/30/98; Class B common shares:
   4,563,184 at 12/31/98 and 9/30/98)                                        (178,956)                   (174,252)
                                                                           -----------                 -----------
         Total stockholders' equity                                           543,749                     533,991 
                                                                           -----------                 -----------
         Total liabilities and stockholders' equity                        $1,048,905                   1,068,184 
                                                                           ===========                 ===========

See notes to consolidated financial statements.
</TABLE>


                                                             3

<PAGE>



<TABLE>
<CAPTION>



                     ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                  Three Months Ended December 31, 1998 and 1997
                          (dollar amounts in thousands)



                                                                                              (Unaudited)              
                                                                                       1998               1997  

Cash Flows from Operating Activities:
<S>                                                                                   <C>             <C>    
Net earnings                                                                          $18,620           19,692

Adjustments to reconcile net earnings to net cash  provided 
 (used) by operating activities:
     Depreciation and amortization                                                     10,275           10,035
     Other, net                                                                         1,274            5,316
     Cash effects of changes in (exclusive of acquisitions):
       Receivables, net                                                                  (397)          (1,184)
       Inventories                                                                     (7,312)         (17,286)
       Other current assets                                                            (1,274)             306
       Accounts payable and accrued expenses                                          (28,526)         (22,230)
       Income taxes                                                                     3,363            7,562 
                                                                                      --------        ---------
     Net cash provided (used) by operating activities                                  (3,977)           2,211 
                                                                                      --------        ---------

Cash Flows from Investing Activities:

Short-term investments                                                                      1            5,262
Capital expenditures                                                                   (9,640)         (16,076)
Payments for purchased businesses, net of acquired companies' cash                     (3,750)          (7,001)
Other, net                                                                                677              604 
                                                                                      --------        ---------
   Net cash used by investing activities                                              (12,712)         (17,211)
                                                                                      --------        ---------

Cash Flows from Financing Activities:

Short-term borrowings                                                                     978             (106)
Proceeds from long-term debt                                                              378              464
Repayments of long-term debt                                                           (1,039)            (311)
Cash dividends paid                                                                    (3,429)          (2,808)
Cash proceeds from exercise of stock options                                            1,573            8,884
Stock purchased for treasury                                                           (7,948)          (8,015)
                                                                                       -------        ---------
   Net cash used by financing activities                                               (9,487)         (1,892) 
                                                                                       -------        ---------

Effect of foreign exchange rate changes on cash                                          (499)         (2,256) 
                                                                                      --------        ---------
Net decrease in cash and cash equivalents                                             (26,675)        (19,148)

Cash and cash equivalents at beginning of period                                       72,395           76,040 
                                                                                      --------        ---------

Cash and cash equivalents at end of period                                            $45,720           56,892 
                                                                                      ========        =========

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, 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)   On January  28,  1999,  the  company  announced  an  increase  in the cash
      dividend  on  Class A and  Class B common  stock,  raising  the  quarterly
      dividend  8.3% to 6.5  cents  per  share  or 26 cents  annually.  The cash
      dividend  is  payable  February  20,  1999 to  stockholders  of  record on
      February 8, 1999.

(3)   Basic earnings per share is calculated using the weighted average of act-
      ual shares outstanding of 57,082,000 and 56,354,000 for the three months
      ended December 31, 1998 and 1997, respectively.

      Diluted  earnings per share are 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 57,969,000
      and  63,656,000  for the three  months  ended  December 31, 1998 and 1997,
      respectively.

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

                          Three Month Ended December 31
                                                      1998             1997

      Net earnings                                  $18,620           19,692
      Interest expense on convertible 
           subordinated debentures,
           net of tax benefit                            --              910
                                                    -------           ------
      Diluted net earnings                          $18,620           20,602
                                                    =======           ======

      Weighted average shares                        57,082           56,354
           outstanding--basic
      Effect of dilutive securities:
           Assumed conversion of
              subordinated debentures                    --            6,178
           Assumed exercise of
              stock options                             812            1,124
           Other                                         75               --
      Weighted average shares                                               
                                                    -------           ------
           outstanding--diluted                      57,969           63,656
                                                    =======           ======




                                                         5

<PAGE>




                  ALBERTO-CULVER COMPANY AND SUBSIDIARIES

            Notes to Consolidated Financial Statements (Continued)


(4)   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 Ended December 31
                                                   1998             1997

      Net earnings                              $18,620            19,692

      Other comprehensive income
         adjustments:
        Foreign currency translation               (368)           (2,979)
                                                   ----            ------ 
      Comprehensive income                      $18,252            16,713 
                                               ========           =======

(5) Inventories consist of the following:

                                                   (in thousands)              
                                              December 31,       September 30,
                                                1998                1998       
                                            --------------    --------------
                 Finished goods                $329,399           325,769
                 Work-in-process                  6,753             6,119
                 Raw materials                   39,542            37,316
                                             -------------    --------------

                                               $375,694           369,204
                                             =============    ==============



                                                             6

<PAGE>




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

RESULTS OF OPERATIONS

First Quarter Ended December 31, 1998 v.s. First Quarter Ended December 31, 1997

The company  achieved record first quarter net sales of $464.6 million in fiscal
year 1999,  up $19.2 million or 4.3% over the  comparable  period of fiscal year
1998.  Net  earnings  for the three  months  ended  December 31, 1998 were $18.6
million or 5.4% lower than the same period of the prior year. Basic earnings per
share were 33 cents and 32 cents on a diluted basis.

The following table presents net sales  information by business  segment for the
first quarter of fiscal years 1999 and 1998:

FIRST QUARTER
(dollars in millions)
                                         Fiscal Year       Dollar      Percent
Net sales:                            1999       1998      Change      Change
----------                          ------     ------      ------      ------

Alberto-Culver North America         $111.4      115.9      (4.5)      (3.9)%
Alberto-Culver International          101.5      102.8      (1.3)      (1.3)
Specialty distribution - Sally        255.3      230.8      24.5       10.6
Eliminations                           (3.6)      (4.1)      0.5       13.2
                                     ------     ------    ------
                                     $464.6      445.4      19.2       4.3%
                                     ======     ======    ======


Compared  to the same period of the prior year,  sales of  Alberto-Culver  North
America ("North  America")  decreased $4.5 million or 3.9% for the first quarter
of fiscal year 1999.  The decrease was  primarily  due to lower sales for custom
label filling  operations  and lower sales of the TRESemme and Cortexx hair care
lines.

Sales of Alberto-Culver International  ("International") were $101.5 million for
the  current  quarter,  down 1.3%  compared  to last  year.  Sales for the first
quarter of fiscal  year 1999 were  negatively  impacted by the effect of foreign
exchange rates.  Had foreign exchange rates this year been the same as the first
quarter of fiscal 1998, Alberto-Culver  International sales would have increased
1.6% driven by strong results in Latin America and Asia Pacific.

The "Specialty distribution-Sally" business segment achieved a sales increase of
$24.5 million or 10.6%,  reaching  $255.3 million in sales for the quarter ended
December 31, 1998.  The gain was  attributable  to higher sales for  established
Sally Beauty  Company  outlets,  the addition of stores  during the year and the
expansion of Sally's full service and foreign operations.  At December 31, 1998,
Sally  Beauty  Company had 2,045  stores  offering a full range of  professional
beauty supplies.

Cost of products sold as a percent of net sales for the three month period ended
December  31, 1998 was 49.2% as  compared to 49.0% for the first  quarter of the
prior  year.  The  increase  was  primarily  due to the  growth of Sally  Beauty
Company, which has a relatively higher cost of goods sold percentage.

Advertising,  promotion,  selling  and  administrative  expenses  for the  first
quarter of fiscal  year 1999 rose 5.1% or $9.9  million  versus  the  comparable
period  of the prior  year.  The  increase  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  for North America and  International.  Advertising,  promotion and
market research expenditures totaled $65.0 million for the current period versus
$62.1 million for the comparable period of the prior year.

Interest  expense  was $3.3  million  for the first  quarter of fiscal year 1999
versus $2.8 million for the comparable prior period. The higher interest expense
was 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  income  was  $726,000  for the
quarter ended December 31, 1998 versus $763,000 in the prior year.

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

                                  7

<PAGE>



FINANCIAL CONDITION

December 31, 1998 v.s. September 30, 1998

The ratio of current assets to current  liabilities  was 1.98 to 1.00 at the end
of the first  quarter of fiscal year 1999  compared to 1.89 to 1.00 at September
30, 1998.  Working  capital of $282.9  million was $5.0 million  higher than the
September 30, 1998 balance of $277.9 million.

Total borrowings decreased $933,000 during the first three months of fiscal year
1999 to $174.1  million.  At December  31,  1998,  the company had $200  million
available under its revolving  credit  facility.  Subsequent to the quarter end,
the company borrowed $25 million under the revolving credit facility to fund the
acquisition  of La Farmaco,  an  Argentina-based  manufacturer  and  marketer of
branded personal care products.

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 August, 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 April, 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 June,  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.   These  costs  are   currently   expected  to  total
approximately $2.3 million,  of which  approximately 43% 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  $6.8 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.


                              8




<PAGE>


FORWARD - LOOKING STATEMENTS

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.        



                                  9

<PAGE>



                             PART II





ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:

        27      Financial Data Schedule

        10 (i)  Copy of the Alberto-Culver Company Executive Deferred
                Compensation Plan dated January 1, 1999.*


                *   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, 1998.







































                                10

<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)
















February 11, 1999