<PAGE> 1

                                                  REGISTRATION NO. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                             _______

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                             _______

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

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

                      2525 ARMITAGE AVENUE
                  MELROSE PARK, ILLINOIS 60160
            (Address of Principal Executive Offices)

       ALBERTO-CULVER  COMPANY 1994 RESTRICTED STOCK PLAN
                    (Full title of the plan)

                       BELL, BOYD & LLOYD
                   THREE FIRST NATIONAL PLAZA
                  CHICAGO, ILLINOIS 60602-4207
                   ATTENTION:  JOHN H. BITNER
                         (312) 807-4306
    (Name, address and telephone number of agent for service)
                            _________

                 CALCULATION OF REGISTRATION FEE
          ___________________________________________________

 
                                   Proposed       Proposed
Title                              Maximum        Maximum
Securities        Amount           Offering       Aggregate    Amount of
to be             to be            Price          Offering     Registration
Registered        Registered (1)   Per Share (2)  Price (2)    Fee (2)

Class A Common,   250,000 shares   $25.6875       $6,421,875   $2,214.46
Stock
$.22 par value


(1)  This registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the antidilution 
adjustment provisions of the plan.

(2)  In accordance with Rule 457, calculated on the basis of the average of
the reported high and low prices for the Class A Common Stock on the New York
Stock Exchange Composite Tape on September 8, 1995.

<PAGE> 2

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

The following documents are incorporated by reference in the registration
statement:

(a)  The registrant's latest annual report on Form 10-K, or, if the financial
statements therein are more current, the registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule 
424(b) or (c) of the Securities Exchange Commission under the Securities Act
of 1933.

(b)  All other reports filed by the registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

(c)  The description of the registrant's Class A Common Stock which is
contained in the registrant's registration statements filed under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining unsold,
shall be deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of such documents.  
Any statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.


Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.


Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware 
corporations.  Article VIII of the registrant's by-laws (i) authorizes 
the indemnification of directors and officers (the "Indemnities") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of expenses
to the Indemnities for defending any proceedings related to specified
circumstances, (iii) gives the indemnification and advancement of expenses,
and (iv) authorizes the registrant to maintain certain policies of
insurance to protect itself and any of its directors, officers or employees.
The registrant currently maintains policies of insurance under which the
directors and officers of registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses
in connection with the defense of actions, suits or proceedings, and
certain liabilities which might be imposed as a result of actions, suits or
proceedings, to which they are parties by reason of being or having been
such directors or officers.

<PAGE> 3

Item 7.  Exemption from Registration Claimed.

Not applicable


Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.


Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the 
           Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events arising after the 
           effective date of the registration statement (or the most recent 
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement;

     (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;


           Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
           not apply if the information required to be included in a post-
           effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section
           15(d) of the Securities Exchange Act of 1934 that are incorporated
           by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the 
           Securities Act of 1933, each such post-effective amendment shall
           be deemed to be a new registration statement relating to the 
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for the purposes
           of determining any liability under the Securities Act of 1933,
           each filing of the registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of
           1934 (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Securities
           Exchange Act of 1934) that is incorporated by reference in the
           registration statement shall be deemed to be a new registration
           statement relating to the securities offered herein, and the
           offering of such securities at that time shall be deemed 
           to be the initial bona fide offering thereof.

                            ---------------
<PAGE> 3

     (e)  The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus, to each person to whom 
          the prospectus is sent or given, the latest annual report to
          security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the 
          requirements of Rule 14a-3 or Rule 14c-3 under the Securities
          Exchange Act of 1934; and, where interim financial information
          required to be presented by Article 3 of Regulation S-X is not
          set forth in the prospectus, to deliver, or cause to be delivered
          to each person to whom the prospectus is sent or given, the
          latest quarterly report that is specifically incorporated by
          reference in th prospectus to provide such interim financial
          information.

                            ---------------

     (h)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to the
          provisions described in Item 6 (other than policies of insurance),
          or otherwise, the registrant has been advised that in the opinion
          of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, 
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the payment
          by the registrant of expenses incurred or paid by a director, officer
          or controlling person of the registrant in the successful 
          defense of any action, suit or proceedings) is asserted 
          by such director, officer or controlling person in connection 
          with the securities being registered, the registrant will,
          unless in the opinion of its counsel the matter has been 
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by 
          it is against public policy as expressed in the Act and will
          be governed by the final adjudication of such issue.


<PAGE> 4
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8
     and has duly caused this registration statement to be signed on
     its behalf by the undersigned, thereunto duly authorized,
     in Melrose Park, State of Illinois on September 12, 1995.


                           ALBERTO-CULVER COMPANY


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


     Pursuant to the requirements of the Securities Act of 1993,
     this registration statement has been signed by the following
     persons in the capacities and on the dates indicated.


Signature                   Title                           Date


/s/Leonard H. Lavin         Chairman and Director           September 12, 1995
Leonard H. Lavin

/s/Howard B. Bernick        President and Chief Executive   September 12, 1995
Howard B. Bernick           Officer and Director

/s/Bernice E. Lavin         Vice Chairman, Secretary,       September 12, 1995
Bernice E. Lavin            Treasurer and Director

/s/Carol L. Bernick         Executive Vice President        September 12, 1995
Carol L. Bernick            Director

/s/William J. Cernugel      Senior Vice President,          September 12, 1995
William J. Cernugel         Finance and Controller
(Principal Financial Officer & Controller)

/s/A. Robert Abboud         Director                        September 12, 1995
A. Robert Abboud

/s/Robert P. Gwinn          Director                        September 12, 1995
Robert P. Gwinn

/s/Lee W. Jennings          Director                        September 12, 1995
Lee W. Jennings

/s/Harold M. Visotsky, M.D. Director                        September 12, 1995
Harold M. Visotsky, M.D.

/s/William W. Wirtz         Director                        September 12, 1995
William W. Wirtz



<PAGE> 5
                          EXHIBIT INDEX



                                                                 Where Exhibit
No.    Description                                               Can be Found 


4.1    Restated Certificate of Incorporation of the Company         -------
       (incorporated herein by reference to company Annual 
       Report on Form 10-K for the year ended September 30,
       1988 [File No. 1-5050])


4.2    Certificate of Amendment to Restated Certificate of          -------
       Incorporation of the Company (incorporated herein by 
       reference to Company Quarterly Report on Form 10-Q for
       the quarter ended December 31, 1989 [File No. 1-5050])


4.3    By-laws of the Company, as amended through January 17,        -------
       1990 (incorporated herein by reference to Company Quarterly
       Report on Form 10-Q for the quarter ended December 31,
       1989 [File No.1-5050])

23     Consent of KPMG Peat Marwick LLP                                 6

<PAGE> 6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13884}]
{"company-data": {"conformed-name": "ALBERTO CULVER CO", "cik": "0000003327", "assigned-sic": "2844", "irs-number": "362257936", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62699", "film-number": "95574276"}, "business-address": {"street1": "2525 ARMITAGE AVE", "city": "MELROSE PARK", "state": "IL", "zip": "60160", "phone": "7084503039"}, "mail-address": {"street1": "2525 ARMITAGE AVENUE", "city": "MELROSE PARK", "state": "IL", "zip": "60160"}}
1

                                                  REGISTRATION NO. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                             _______

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                             _______

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

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

                      2525 ARMITAGE AVENUE
                  MELROSE PARK, ILLINOIS 60160
            (Address of Principal Executive Offices)

       ALBERTO-CULVER  COMPANY 1994 RESTRICTED STOCK PLAN
                    (Full title of the plan)

                       BELL, BOYD & LLOYD
                   THREE FIRST NATIONAL PLAZA
                  CHICAGO, ILLINOIS 60602-4207
                   ATTENTION:  JOHN H. BITNER
                         (312) 807-4306
    (Name, address and telephone number of agent for service)
                            _________

                 CALCULATION OF REGISTRATION FEE
          ___________________________________________________

 
                                   Proposed       Proposed
Title                              Maximum        Maximum
Securities        Amount           Offering       Aggregate    Amount of
to be             to be            Price          Offering     Registration
Registered        Registered (1)   Per Share (2)  Price (2)    Fee (2)

Class A Common,   250,000 shares   $25.6875       $6,421,875   $2,214.46
Stock
$.22 par value

(1)  This registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the antidilution 
adjustment provisions of the plan.

(2)  In accordance with Rule 457, calculated on the basis of the average of
the reported high and low prices for the Class A Common Stock on the New York
Stock Exchange Composite Tape on September 8, 1995.
2

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

The following documents are incorporated by reference in the registration
statement:

(a)  The registrant's latest annual report on Form 10-K, or, if the financial
statements therein are more current, the registrant's latest prospectus, other
than the prospectus of which this document is a part, filed pursuant to Rule 
424(b) or (c) of the Securities Exchange Commission under the Securities Act
of 1933.

(b)  All other reports filed by the registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

(c)  The description of the registrant's Class A Common Stock which is
contained in the registrant's registration statements filed under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining unsold,
shall be deemed to be incorporated by reference in the registration
statement and to be a part hereof from the date of filing of such documents.  
Any statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware 
corporations.  Article VIII of the registrant's by-laws (i) authorizes 
the indemnification of directors and officers (the "Indemnities") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of expenses
to the Indemnities for defending any proceedings related to specified
circumstances, (iii) gives the indemnification and advancement of expenses,
and (iv) authorizes the registrant to maintain certain policies of
insurance to protect itself and any of its directors, officers or employees.
The registrant currently maintains policies of insurance under which the
directors and officers of registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses
in connection with the defense of actions, suits or proceedings, and
certain liabilities which might be imposed as a result of actions, suits or
proceedings, to which they are parties by reason of being or having been
such directors or officers.
3

Item 7.  Exemption from Registration Claimed.

Not applicable

Item 8.  Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the 
           Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events arising after the 
           effective date of the registration statement (or the most recent 
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement;

     (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

           Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
           not apply if the information required to be included in a post-
           effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section
           15(d) of the Securities Exchange Act of 1934 that are incorporated
           by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the 
           Securities Act of 1933, each such post-effective amendment shall
           be deemed to be a new registration statement relating to the 
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for the purposes
           of determining any liability under the Securities Act of 1933,
           each filing of the registrant's annual report pursuant to
           Section 13(a) or Section 15(d) of the Securities Exchange Act of
           1934 (and, where applicable, each filing of an employee benefit
           plan's annual report pursuant to Section 15(d) of the Securities
           Exchange Act of 1934) that is incorporated by reference in the
           registration statement shall be deemed to be a new registration
           statement relating to the securities offered herein, and the
           offering of such securities at that time shall be deemed 
           to be the initial bona fide offering thereof.

                            ---------------
3

     (e)  The undersigned registrant hereby undertakes to deliver or
          cause to be delivered with the prospectus, to each person to whom 
          the prospectus is sent or given, the latest annual report to
          security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the 
          requirements of Rule 14a-3 or Rule 14c-3 under the Securities
          Exchange Act of 1934; and, where interim financial information
          required to be presented by Article 3 of Regulation S-X is not
          set forth in the prospectus, to deliver, or cause to be delivered
          to each person to whom the prospectus is sent or given, the
          latest quarterly report that is specifically incorporated by
          reference in th prospectus to provide such interim financial
          information.

                            ---------------

     (h)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to the
          provisions described in Item 6 (other than policies of insurance),
          or otherwise, the registrant has been advised that in the opinion
          of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, 
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the payment
          by the registrant of expenses incurred or paid by a director, officer
          or controlling person of the registrant in the successful 
          defense of any action, suit or proceedings) is asserted 
          by such director, officer or controlling person in connection 
          with the securities being registered, the registrant will,
          unless in the opinion of its counsel the matter has been 
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by 
          it is against public policy as expressed in the Act and will
          be governed by the final adjudication of such issue.
4
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
     the registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8
     and has duly caused this registration statement to be signed on
     its behalf by the undersigned, thereunto duly authorized,
     in Melrose Park, State of Illinois on September 12, 1995.

                           ALBERTO-CULVER COMPANY

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

     Pursuant to the requirements of the Securities Act of 1993,
     this registration statement has been signed by the following
     persons in the capacities and on the dates indicated.

Signature                   Title                           Date

/s/Leonard H. Lavin         Chairman and Director           September 12, 1995
Leonard H. Lavin

/s/Howard B. Bernick        President and Chief Executive   September 12, 1995
Howard B. Bernick           Officer and Director

/s/Bernice E. Lavin         Vice Chairman, Secretary,       September 12, 1995
Bernice E. Lavin            Treasurer and Director

/s/Carol L. Bernick         Executive Vice President        September 12, 1995
Carol L. Bernick            Director

/s/William J. Cernugel      Senior Vice President,          September 12, 1995
William J. Cernugel         Finance and Controller
(Principal Financial Officer & Controller)

/s/A. Robert Abboud         Director                        September 12, 1995
A. Robert Abboud

/s/Robert P. Gwinn          Director                        September 12, 1995
Robert P. Gwinn

/s/Lee W. Jennings          Director                        September 12, 1995
Lee W. Jennings

/s/Harold M. Visotsky, M.D. Director                        September 12, 1995
Harold M. Visotsky, M.D.

/s/William W. Wirtz         Director                        September 12, 1995
William W. Wirtz
5
                          EXHIBIT INDEX

                                                                 Where Exhibit
No.    Description                                               Can be Found 

4.1    Restated Certificate of Incorporation of the Company         -------
       (incorporated herein by reference to company Annual 
       Report on Form 10-K for the year ended September 30,
       1988 [File No. 1-5050])

4.2    Certificate of Amendment to Restated Certificate of          -------
       Incorporation of the Company (incorporated herein by 
       reference to Company Quarterly Report on Form 10-Q for
       the quarter ended December 31, 1989 [File No. 1-5050])

4.3    By-laws of the Company, as amended through January 17,        -------
       1990 (incorporated herein by reference to Company Quarterly
       Report on Form 10-Q for the quarter ended December 31,
       1989 [File No.1-5050])

23     Consent of KPMG Peat Marwick LLP                                 6
6