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

                                  FORM 10-K

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

                               SEPTEMBER 30, 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

Securities registered pursuant to Section 12(b) of the Act:
                                                       Name of each exchange
         Title of each class                            on which registered
Class A Common Stock, par value $.22 per share         New York Stock Exchange
Class B Common Stock, par value $.22 per share         New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 re-
quired to file such reports) and (2) has been subject to such filing require-
ments for the past 90 days. YES X  NO    

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value of common stock held by non-affiliates  (assuming for
this purpose only that all directors and executive  officers are  affiliates) on
November 20, 1998 was $485.9 million for Class A Common Stock and $412.5 million
for Class B Common Stock.

At November  20,  1998,  there were  23,914,132  shares of Class A Common  Stock
outstanding and 33,147,471 shares of Class B Common Stock outstanding.

                  DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II........   Portions of annual report to stockholders for the year
                         ended September 30, 1998, as specifically described 
                         herein.

Part III..............   Portions of proxy statement and notice of annual
                         meeting of stockholders on January 28, 1999, as
                         specifically described herein.


                                 - 1 -


<PAGE>



                      FORWARD-LOOKING STATEMENTS

This Annual  Report on Form 10-K and the  documents  incorporated  by  reference
herein include certain forward- looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  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 strategic  alliances;  changes in costs  including  changes in
labor costs, raw material prices or promotional 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  Alberto-Culver  Company  has no  control.
Alberto-Culver  Company  disclaims any obligation to update any  forward-looking
statement in this Annual Report on From 10-K or any incorporated document.

                               PART I
ITEM  1. BUSINESS

BUSINESS SEGMENTS AND GEOGRAPHIC AREA INFORMATION

Alberto-Culver  Company and its  consolidated  subsidiaries  (herein referred to
collectively as the "company",  unless  indicated  otherwise) have two principal
business  segments.  One  segment,   "Consumer  Products"  principally  includes
developing, manufacturing,  distributing and marketing branded consumer products
worldwide  and  includes the  company's  Alberto-Culver  USA and  Alberto-Culver
International  business units.  This segment also includes the  manufacturing of
custom label products for other  companies and products  intended for end use by
institutions  and  industries.  The second  segment,  "Specialty  Distribution -
Sally",   consists  of  Sally  Beauty  Company,   a  specialty   distributor  of
professional  beauty  supplies with 1,998 stores as of September 30, 1998 in the
United States, Puerto Rico, the United Kingdom, Canada, Japan and Germany.

Financial information about business segments and geographic area information is
incorporated  herein by reference to the "Business  Segments and Geographic Area
Information"  note  of  "Notes  to  Consolidated  Financial  Statements"  in the
company's annual report to stockholders for the year ended September 30, 1998.

PRODUCTS

The classes of products in the  "Consumer  Products"  business  segment  include
health and beauty care products as well as food and household  products.  Health
and beauty care  products  accounted for  approximately  41%, 43% and 43% of the
company's  consolidated  net sales for the years ended  September 30, 1998, 1997
and 1996, respectively.  Food and household products accounted for approximately
6%, 7% and 8% of the  company's  consolidated  net  sales  for the  years  ended
September 30, 1998, 1997 and 1996, respectively.

The company's major health and beauty care products in the United States include
the ALBERTO VO5, TRESemme and CONSORT lines of hair care products,  the ST. IVES
SWISS FORMULA line of hair and skin care  products,  CORTEXX hair care products,
FDS  feminine  deodorant  sprays and the TCB line of hair care  products for the
ethnic market.

Food  and  household  products  sold in the  United  States  include  MRS.  DASH
salt-free seasonings, MOLLY McBUTTER dairy sprinkles, SUGARTWIN sugar substitute
and STATIC  GUARD  anti-static  spray.  The company  sold its Milani,  Diafoods,
Thick-It and Smithers institutional food lines in July, 1996.

                               - 2 -


<PAGE>



The company's consumer products are sold in more than 120 countries. Through its
Cederroth  subsidiary,  the company  manufactures  and markets health and beauty
care products  throughout  Scandinavia and Europe.  Major products include SALVE
adhesive bandages, ALBERTO VO5 hair care products, SAMARIN antacids, SELTIN salt
substitute,  LACTACYD  liquid soap,  TOPZ cotton buds,  SAVETTE wet wipes,  BLIW
liquid soaps, DATE  anti-perspirants and cologne for women, FAMILY FRESH shampoo
and shower products,  SUKETTER artificial  sweetener,  HEMANENT home permanents,
the ST. IVES SWISS  FORMULA  line of hair and skin care  products,  HTH and L300
skin care products and GRUMME TVATTSAPA detergents.

In the United Kingdom,  the company markets,  among other products,  the ALBERTO
VO5 line of hair care products, the ST. IVES SWISS FORMULA line of hair and skin
care products,  ALBERTO BALSAM shampoo and  conditioner and the TRESemme line of
hair care products. INDOLA professional hair colors, shampoos,  conditioners and
styling products are marketed throughout Europe and other international markets.
Other  international  markets include  Australia,  Canada,  Italy,  Mexico,  New
Zealand and Puerto Rico.

The "Specialty  Distribution - Sally" business segment represents the operations
of Sally  Beauty  Company,  Inc.  which  operates  a network  of  cash-and-carry
professional beauty supply stores and also sells professional beauty products to
hairdressers,   beauticians   and   cosmetologists   through  its   full-service
distributors. Sally stores provide salon owners, hairdressers and consumers with
an extensive selection of hair care and skin care products,  cosmetics,  styling
appliances and other beauty items. Sales of the "Specialty Distribution - Sally"
business segment accounted for  approximately  53%, 50% and 49% of the company's
consolidated  net sales for the years ended  September 30, 1998,  1997 and 1996,
respectively.

Many  of  the  company's  consumer  products  are  developed  in  the  company's
laboratories.  New  products  introduced  by the  company are  assigned  product
managers who guide the products from  development  to the consumer.  The product
managers are  responsible  for the overall  marketing plans for the products and
coordinate advertising, promotion and market research activities.

MARKETING

The company allocates a large portion of its revenues to advertising,  promotion
and market research. Net earnings are materially affected by these expenditures,
which are charged to income in the period incurred.  Advertising,  promotion and
market research expenditures were $257.7 million in 1998, $255.3 million in 1997
and $208.4 million in 1996.

Advertising,  promotion  and  market  research  expenditures  relating  to a new
product will ordinarily constitute a higher percentage of sales than in the case
of a well-established  product. There can be no assurance that such expenditures
will result in consumer acceptance and profitability for a product.

The company  regards  television as the best medium for its advertising and uses
it  to  conduct  extensive  network,  spot  and  cable  television   advertising
campaigns.  The company also advertises  through other media such as newspapers,
magazines and radio as well as through Sally Beauty Company's direct mailings to
professional customers.

Extensive  advertising  and  promotion  are  required  to build  and  protect  a
product's  market position.  The company believes there is significant  consumer
awareness of its major brands and that such awareness is an important  factor in
the company's operating results.


                                 - 3 -


<PAGE>



COMPETITION

The markets for the company's branded consumer  products are highly  competitive
and  sensitive to changes in consumer  preferences  and demands.  The  company's
competitors  range in size from large,  highly  diversified  companies  (some of
which have substantially greater financial resources than the company) to small,
specialized producers.  The company competes on the basis of product quality and
price and believes  that brand  loyalty and consumer  acceptance  are  important
factors.  The company's markets are  characterized by frequent  introductions of
competitive products and by the entry of other manufacturers as new competitors,
both of which are typically accompanied by extensive advertising and promotional
campaigns. Such campaigns are often very costly and can significantly affect the
sales and earnings of the company and its competitors.

Sally  Beauty   Company   experiences   competition   from  local  and  regional
professional  beauty supply stores,  full-service  dealers  calling  directly on
salons  and a wide  range of retail  outlets  carrying  a limited  selection  of
professional beauty products.

DISTRIBUTION IN THE UNITED STATES

Retail  health and beauty care  products  and food and  household  products  for
Alberto-Culver  USA  are  sold  primarily  through  the  company's  sales  force
consisting of  approximately  50 employees and 130  independent  brokers calling
upon wholesale drug establishments and retail outlets such as supermarkets, drug
stores, mass merchandisers and variety stores.

Hair care products for the  professional  trade in the United States are sold by
company sales representatives and brokers to beauty supply outlets and to beauty
distributors who in turn sell to beauty salons, barber shops and beauty schools.

Sally Beauty Company sells  professional  beauty supplies  through  full-service
distributors and its 1,998 stores located in 46 states,  Puerto Rico, the United
Kingdom,   Canada,   Japan  and  Germany.   Sally's  stores  are   self-service,
cash-and-carry and are primarily located in shopping centers. Sally operates the
world's  largest  chain of  professional  beauty  supply stores and as such is a
major  customer  of some  of the  company's  competitors  in the  personal  care
products  industry.  Sally sells  Alberto-Culver  USA's  professional  hair care
products, but these products represent only a small portion of Sally's selection
of salon brands.

FOREIGN OPERATIONS

Products  of the  company  are sold in more  than 120  countries  or  geographic
regions,   primarily   through   direct  sales  by   subsidiaries,   independent
distributors and licensees.

The company's  foreign  operations are subject to risks inherent in transactions
involving foreign currencies and political uncertainties.

EMPLOYEES

In its domestic and foreign  operations,  the company had  approximately  12,700
full-time  equivalent  employees as of September  30, 1998,  consisting of 7,700
hourly  personnel  and 5,000  salaried  employees.  At September  30, 1997,  the
company had approximately 11,000 full-time equivalent employees. The increase in
employees during fiscal year 1998 is principally due to the growth in the number
of Sally Beauty Company stores.

Certain  subsidiaries of the company have union contracts  covering  production,
warehouse,  shipping and maintenance personnel.  The company considers relations
with its employees to be satisfactory.



                               - 4 -



<PAGE>



REGULATION

The company is subject to the regulations of several federal and state agencies,
including  the  Federal  Food  and Drug  Administration  and the  Federal  Trade
Commission.

TRADEMARKS AND PATENTS

The company's  trademarks,  certain of which are material to its  business,  are
registered or legally protected in the United States, Canada and other countries
throughout  the world in which  products of the company are sold.  Although  the
company owns patents and has other patent applications  pending, its business is
not materially dependent upon patents or patent protection.


                              - 5 -


<PAGE>



ITEM  2.  PROPERTIES

The company's properties,  plants and equipment are maintained in good condition
and are suitable and adequate to support the business.  The company's  principal
properties and their general characteristics are described below:

<TABLE>
<S>                                                 <C>                                                 <C>    
                                                                                                        Business
Location                                            Type of Facility                                    Segment

Company-Owned Properties:

Melrose Park, Illinois
  (2525 Armitage Avenue)                            Corporate Headquarters, Manufacturing,
                                                    Warehouse                                           (1) (3)
  (2020 and 2040 Indian Boundary Drive)             Office, Warehouse                                   (1)
  (2150 N. 15th Avenue)                             Manufacturing, Warehouse                            (1)
  (2100 N. 15th Avenue)                             Warehouse                                           (1)
  (1930 George Street)                              Office, Warehouse                                   (1)
Basingstoke, Hampshire, England                     Office                                              (1)
Columbus, Ohio                                      Warehouse                                           (2)
Denton, Texas                                       Office, Warehouse                                   (2)
Falun, Sweden                                       Office, Manufacturing, Warehouse                    (1)
Jacksonville, Florida                               Warehouse                                           (2)
Madrid, Spain                                       Office, Manufacturing, Warehouse                    (1)
Naguabo, Puerto Rico                                Manufacturing, Warehouse                            (1)
Naucalpan de Juarez, Mexico                         Office, Manufacturing, Warehouse                    (1)
North Rocks, New South Wales,
  Australia                                         Office, Manufacturing, Warehouse                    (1)
Reno, Nevada                                        Warehouse                                           (2)
Swansea, Wales, England                             Office, Manufacturing, Warehouse                    (1)
Toronto, Ontario, Canada                            Office, Manufacturing, Warehouse                    (1)

Leased Properties:

Albertslund, Denmark                                Office, Warehouse                                   (1)
Atlanta, Georgia                                    Warehouse                                           (1)
Auckland, New Zealand                               Office, Warehouse                                   (1)
Chatsworth, California                              Office, Manufacturing, Warehouse                    (1)
Espoo, Finland                                      Office, Warehouse                                   (1)
Geneva, Switzerland                                 Office                                              (1)
Macedonia, Ohio                                     Warehouse                                           (2)
Ontario, California                                 Warehouse                                           (1)
Rakkestad, Norway                                   Office, Warehouse                                   (1)
Stockholm, Sweden                                   Office, Manufacturing, Warehouse                    (1)
Various (1,998 locations in  46 states,
  Puerto Rico, the United Kingdom, Japan
  and Germany)                                      Sally Beauty Company Stores                         (2)

(1)   Consumer Products
(2)   Specialty Distribution - Sally
(3)   Corporate

</TABLE>
                                                     - 6 -


<PAGE>



ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings pending.

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

There were no matters  submitted  to a vote of  security  holders,  through  the
solicitation  of proxies  or  otherwise,  during the fourth  quarter of the year
ended September 30, 1998.

EXECUTIVE OFFICERS

The  following  table  sets  forth  the  names  and  current  positions  of  the
registrant's executive officers,  including their five-year business history and
ages.  Executive  officers  of the  company  and its  subsidiaries  are  elected
annually.
<TABLE>

<S>                                     <C>                                                               <C>    

Name                                    Current Position and Five-Year Business History                   Age


Leonard H. Lavin (1)                    October, 1994 - Chairman; previously Chairman and                 79
                                        Chief Executive Officer for more than five years.

Howard B. Bernick (1)                   October, 1994 - President and Chief Executive Officer;            46
                                        previously President and Chief Operating Officer for
                                        more than five years.

Bernice E. Lavin (1)                    July, 1994 - Vice Chairman, Secretary and Treasurer;              73
                                        previously Vice President, Secretary and Treasurer for
                                        more than five years.

Carol L. Bernick (1)                    April, 1998 - Vice Chairman and Assistant Secretary,              46
                                        Alberto-Culver Company and President, Alberto-Culver
                                        North America, a division of the registrant; October 1994
                                        to April 1998 - Executive Vice President  and Assistant
                                        Secretary, Alberto-Culver Company and President,
                                        Alberto-Culver  USA, Inc., a subsidiary of registrant;
                                        September, 1992 to October, 1994 - Executive Vice
                                        President and Assistant Secretary.

William J. Cernugel                     October, 1993 - Senior Vice President, Finance;                   56
                                        April, 1982 to October, 1993 - Vice President,
                                        Finance & Controller.

Thomas J. Pallone                       Vice President, Research and Development.                         53

Michael H. Renzulli                     President, Sally Beauty Company, Inc., a subsidiary of            58
                                        registrant.
</TABLE>


                                                     - 7 -


<PAGE>


<TABLE>
<S>                                     <C>                                                               <C>   

Name                                    Current Position and Five-Year Business History                   Age


Gary P. Schmidt                         June, 1997 - Vice President, General Counsel and                  47
                                        Assistant Secretary; April, 1990 to June, 1998 -
                                        Vice-President, General Counsel and Secretary, Fujisawa
                                        USA, Inc.

Terrence L. Stecz                       April, 1998 to December, 1998 - President, Alberto-Culver         43
                                        USA, Inc., a subsidiary of the registrant; February, 1994
                                        to March, 1997 - President of Whitehall-Robins Healthcare,
                                        American Home Products Corporation; January, 1990 to
                                        February, 1994 - President and General Manager of A.H.
                                        Robins Consumer Products Division, American Home
                                        Products Corporation.  Mr. Stecz resigned from the Company
                                        on December 11, 1998.

Paul H. Stoneham                        October, 1998 - President, Alberto-Culver International,          37
                                        Inc., a subsidiary of registrant; December, 1997 to September,
                                        1998 - Marketing Director, Hair Care Products - Germany,
                                        Procter and Gamble GmbH; January, 1994 to November,
                                        1996 - Marketing Director, Health and Beauty Care Products
                                         - U.K.,  Procter  and Gamble (UK) Ltd.;
                                        October,   1992  to  December,   1993  -
                                        Marketing Director - Strategic Planning,
                                        OTC  Health  Care   Products  -  Europe,
                                        Procter and Gamble GmbH.

(1)   Leonard H. Lavin and Bernice E. Lavin are husband and wife.  Carol L. Bernick is the wife of Howard
      B. Bernick and the daughter of Mr. and Mrs. Lavin.

</TABLE>



                                                     - 8 -


<PAGE>



                                                      PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Information  required for this Item is  incorporated  herein by reference to the
section entitled "Market Price of Common Stock and Cash Dividends Per Share" and
notes  3  and  4  of  "Notes  to  Consolidated   Financial  Statements"  in  the
registrant's  annual  report to  stockholders  for the year ended  September 30,
1998.

ITEM 6.  SELECTED FINANCIAL DATA

Information  required for this Item is  incorporated  herein by reference to the
section entitled "Selected  Financial Data" in the registrant's annual report to
stockholders for the year ended September 30, 1998.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Information  required for this Item is  incorporated  herein by reference to the
section entitled "Management's  Discussion and Analysis of Results of Operations
and Financial  Condition" in the registrant's  annual report to stockholders for
the year ended September 30, 1998.

ITEM 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information  required for this Item is  incorporated  herein by reference to the
section entitled "Management's  Discussion and Analysis of Results of Operations
and Financial  Condition" in the registrant's  annual report to stockholders for
the year ended September 30, 1998.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information  required for this Item is  incorporated  herein by reference to the
consolidated  financial statements and notes and "Independent  Auditors' Report"
of KPMG Peat Marwick LLP in the  registrant's  annual report to stockholders for
the year ended September 30, 1998.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.





                               - 9 -


<PAGE>



                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  required for this Item  regarding  the directors of the company and
regarding   delinquent  filers  pursuant  to  Item  405  of  Regulation  S-K  is
incorporated   herein  by  reference  to  the  sections  entitled  "Election  of
Directors"  and  "Section  16(a)  Beneficial  Ownership  Reporting  Compliance",
respectively,  in the  registrant's  proxy  statement for its annual  meeting of
stockholders on January 28, 1999.  Information  concerning Executive Officers of
the registrant is included in Part I of this report.

ITEM 11.  EXECUTIVE COMPENSATION

Information  required for this Item is  incorporated  herein by reference to the
section entitled  "Executive  Compensation" in the registrant's  proxy statement
for its annual meeting of stockholders on January 28, 1999.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information  required for this Item is  incorporated  herein by reference to the
sections  entitled  "Share  Ownership of Directors and  Executive  Officers" and
"Principal  Stockholders"  in the  registrant's  proxy  statement for its annual
meeting of stockholders on January 28, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  required for this Item is  incorporated  herein by reference to the
section entitled  "Certain  Business  Relationships"  in the registrant's  proxy
statement for its annual meeting of stockholders on January 28, 1999.



                              - 10 -


<PAGE>



                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)     Documents filed as part of this report:

              1.     Financial statements:

                     The  consolidated  financial  statements  and  notes  to be
                     included in Part II, Item 8 are  incorporated  by reference
                     to the  registrant's  annual report to stockholders for the
                     year ended September 30, 1998, which is filed as an exhibit
                     to this report.

              2. Financial statement schedules:

                     Description                                    Schedule

                     Valuation and Qualifying Accounts                 II

                     Schedules I, III, IV, and V are omitted as the  information
                     required by these schedules is not applicable.

              3.     Exhibits:

                     Exhibit
                     Number                    Description

                     3(i)(a)          Copy   of    Restated    Certificate    of
                                      Incorporation  of  Alberto-Culver  Company
                                      (filed as  Exhibit  3(a) and  incorporated
                                      herein  by  reference  from the  company's
                                      Form 10-K Annual Report for the year ended
                                      September 30, 1988).

                     3(i)(b)          Copy  of the  amendment  to  the  Restated
                                      Certificate    of     Incorporation     of
                                      Alberto-Culver  Company  (filed as Exhibit
                                      3(i)(c)   and   incorporated   herein   by
                                      reference  from the  company's  Form  10-Q
                                      Quarterly  Report  for the  quarter  ended
                                      March 31, 1997).

                     3(ii)            Copy  of  the  By-Laws  of  Alberto-Culver
                                      Company,  as  amended  and in effect as of
                                      January 17, 1990 (filed as Exhibit 3(b)(1)
                                      and incorporated  herein by reference from
                                      the company's Form 10-Q  Quarterly  Report
                                      for the quarter ended December 31, 1989).

                     4                Certain instruments defining the rights of
                                      holders of  long-term  obligations  of the
                                      registrant and certain of its subsidiaries
                                      (the total amount of securities authorized
                                      under  each of which  does not  exceed ten
                                      percent of the  registrant's  consolidated
                                      assets)  are  omitted  pursuant  to part 4
                                      (iii)  (A) of Item  601 (b) of  Regulation
                                      S-K.  The  registrant  agrees  to  furnish
                                      copies  of  any  such  instruments  to the
                                      Securities  and Exchange  Commission  upon
                                      request.



                                                     - 11 -


<PAGE>



3.     Exhibits: (continued)

       Exhibit
       Number                           Description


4 (a) Copy of Indenture dated June 10, 1998 between  Alberto-Culver  Company and
The First  National  Bank of  Chicago,  as Trustee  (filed as  Exhibit  4(a) and
incorporated  herein by reference from the company's Form 10-Q Quarterly  Report
for the quarter ended June 30, 1998).

4 (b) Specimen of 6.375% Debentures due June 15, 2028 (filed as Exhibit 4(b) and
incorporated  herein by reference from the company's Form 10-Q Quarterly  Report
for the quarter ended June 30, 1998).

10 (a) Copy of Alberto-Culver  Company  Management  Incentive Plan dated October
27,  1994,  as  amended * (filed as  Exhibit  10(a) and  incorporated  herein by
reference  from the  company's  Form  10-K  Annual  Report  for the  year  ended
September 30,1997).
10 (b) Copy of  Alberto-Culver  Company  Employee  Stock Option Plan of 1988, as
amended *(filed as Exhibit 10(b) and  incorporated  herein by reference from the
company's Form 10-Q Quarterly Report for the quarter ended December 31, 1997).


10 (c) Copy of Alberto-Culver  Company 1994 Shareholder Value Incentive Plan, as
amended * (filed as Exhibit 10(c) and incorporated  herein by reference from the
company's Form 10-K Annual Report for the year ended September 30,1997).

10 (d) Copy of  Alberto-Culver  Company 1994  Restricted  Stock Plan, as amended
*(filed as Exhibit 10(d) and incorporated herein by reference from the company's
Form 10-Q Quarterly Report for the quarter ended December 31, 1996).

10 (e) Copy of  Alberto-Culver  Company 1994 Stock Option Plan for Non- Employee
Directors,  as  amended * (filed as  Exhibit  10(e) and  incorporated  herein by
reference from the company's  Form 10-Q  Quarterly  Report for the quarter ended
December 31, 1997).

10 (f) Copy of Split Dollar Life Insurance  Agreement  dated  September 30, 1993
between  Alberto-Culver  Company  and  the  trustee  of the  Lavin  Survivorship
Insurance Trust * (filed as Exhibit 10(e) and  incorporated  herein by reference
from the  company's  Form 10-K Annual  Report for the year ended  September  30,
1993).

10 (g) Form of Severance  Agreement between  Alberto-Culver  Company and certain
executive  officers  * (filed  as  Exhibit  10(f)  and  incorporated  herein  by
reference from the company's  Form 10-Q  Quarterly  Report for the quarter ended
December 31, 1996).


                                  - 12 -


<PAGE>




3.     Exhibits: (continued)

       Exhibit
       Number                         Description


10 (h) Copy of  Multicurrency  Credit  Agreement  dated as of September 11, 1998
among  Alberto-Culver  Company,  Bank of  America  National  Trust  and  Savings
Association as U.S. agent and the other financial  institutions  parties thereto
(filed as Exhibit 10(h) and incorporated  herein by reference from the company's
Form 10-K Annual Report for the year ended September 30, 1997).


13                    Portions of annual report to  stockholders  for the year
                      ended September 30,1998 incorporated herein by reference.

21                    Subsidiaries of the Registrant.

23                    Consent of KPMG Peat Marwick LLP

27                    Financial Data Schedule

27 (a)                Amended Financial Data Schedule


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


(b)  Reports on Form 8-K:  None



                                  - 13 -


<PAGE>





                         SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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,  on the  11th  day of
December, 1998.

                                           ALBERTO-CULVER COMPANY

                                        By /s/  Howard B. Bernick             
                                           Howard B. Bernick
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

<TABLE>
<S>        <C>                            <C>                                             <C>    

           Signature                                 Title                                        Date


/s/ Leonard H. Lavin                      Chairman of the Board                           December 11, 1998
------------------------------------
Leonard H. Lavin                          and Director

/s/ Howard B. Bernick                     President, Chief Executive                      December 11, 1998
-----------------------------------
Howard B. Bernick                         Officer and Director

/s/ Bernice E. Lavin                      Vice Chairman, Secretary,                       December 11, 1998
--------------------------------------
Bernice E. Lavin                          Treasurer and Director

/s/ Carol L. Bernick                      Vice Chairman,                                  December 11, 1998
--------------------------------------
Carol L. Bernick                          Assistant Secretary and Director

/s/ William J. Cernugel                   Senior Vice President, Finance                  December 11, 1998
------------------------------------
William J. Cernugel                       (Principal Financial &
                                          Accounting Officer)

/s/ Robert Abboud                         Director                                        December 11, 1998
A. Robert Abboud

/s/ A.G. Atwater, Jr.                     Director                                        December 11, 1998
A. G. Atwater, Jr.

/s/ Robert P. Gwinn                       Director                                        December 11, 1998
------------------------------------
Robert P. Gwinn

s/ Allan B. Muchin                        Director                                        December 11, 1998
-------------------------------------
Allan B. Muchin

/s/ Robert H. Rock                        Director                                        December 11, 1998
--------------------------------------
Robert H. Rock

/s/ Dr. Harold M. Visotsky                 Director                                       December 11, 1998
---------------------------------
Dr. Harold M. Visotsky

/s/ William W. Wirtz                       Director                                       December 11, 1998
------------------------------------
William W. Wirtz

</TABLE>
                                                     - 14 -


<PAGE>







                               Independent Auditors' Report


        The Board of Directors and Stockholders
        Alberto-Culver Company:

        On October 22, 1998, we reported on the  consolidated  balance sheets of
        Alberto-Culver  Company and  subsidiaries  as of September  30, 1998 and
        1997 and the related  consolidated  statements of earnings,  cash flows,
        and stockholders'  equity for each of the years in the three-year period
        ended  September  30, 1998,  as  contained in the 1998 annual  report to
        stockholders.  These  consolidated  financial  statements and our report
        thereon are  incorporated by reference in the annual report on Form 10-K
        for the year 1998. In connection  with our audits of the  aforementioned
        consolidated financial statements, we also audited the related financial
        statement schedule as listed in Item 14(a)2 of the annual report on Form
        10-K. That financial  statement  schedule is the  responsibility  of the
        company's  management.  Our  responsibility  is to express an opinion on
        that financial statement schedule based on our audits.

        In our opinion,  such financial statement  schedule,  when considered in
        relation  to the  basic  consolidated  financial  statements  taken as a
        whole,  presents fairly, in all material  respects,  the information set
        forth therein.




                                                 /s/ KPMG PEAT MARWICK LLP

                                                 KPMG PEAT MARWICK LLP





        Chicago, Illinois
        October 22, 1998



                                  -14-


<PAGE>



                                                                   Schedule II


               ALBERTO-CULVER COMPANY AND SUBSIDIARIES

                   Valuation and Qualifying Accounts
                           (In thousands)


<TABLE> 
<S>                                                  <C>                 <C>              <C>
                                                              Year Ended September 30, 
                                                       1998                1997             1996  
                                                       ----                ----             ----  
Allowance for doubtful accounts:   

   Balance at beginning of period                     $9,042               8,208            5,663

   Additions (deductions):

      Charged to costs and expenses                    7,162               5,664            6,309

      Uncollectible accounts written off,
        net of recoveries                            (5,532)             (4,820)          (4,326)

      Allowance for doubtful accounts
        of acquired company                              266                  --              580

   Other                                                 (70)               (10)             (18)
                                                  -----------         ----------         --------


   Balance at end of period                           $10,868              9,042            8,208
                                                 ============     ==============      ===========
</TABLE>