Registration No. 333-


                       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 401(K) SAVINGS PLAN
                        SALLY BEAUTY 401(K) SAVINGS PLAN
                            (Full title of the plans)

                               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)
                                    

<TABLE>
                         CALCULATION OF REGISTRATION FEE


<CAPTION>
                                                        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)
<S>                           <C>                       <C>             <C>              <C>
Class B Common Stock,         400,000 shares            $25.46875       $10,187,500      $2,833
$.22 par value

<FN>
(1)      This registration  statement also includes an indeterminable  number of
         additional  shares that may become  issuable  pursuant to  antidilution
         adjustments.  In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, this  registration  statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described above.

(2)      In accordance with Rule 457,  calculated on the basis of the average of
         the  reported  high and low prices for the Class B Common  Stock on the
         New York Stock Exchange Composite Tape on December 29, 1998.


</FN>
</TABLE>

<PAGE>



                                     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
audited 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)  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 B 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 Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  the  registration  statement  which
indicates that all of the securities  offered  hereunder 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 in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a 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 "Indemnitees") under specified  circumstances to the
fullest  extent  authorized  by the General  Corporation  Law of Delaware,  (ii)
provides for the  advancement of expenses to the  Indemnitees  for defending any
proceedings related to specified circumstances,  (iii) gives the Indemnitees the
right to bring suit against the  registrant to enforce the  foregoing  rights to
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 such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.



<PAGE>



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) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission 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 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.

         (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
the prospectus to provide such interim financial information.


                                                         2



<PAGE>



         (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 proceeding) 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.






































                                                         3


<PAGE>



                                                    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 the City of Melrose Park, State of Illinois on November 19, 1998.

                                           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  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature                                   Title                                       Date
<S>                                         <C>                                         <C>
/s/ Leonard H. Lavin                        Chairman of the Board                       November 19, 1998
Leonard H. Lavin                            and Director

/s/ Howard B. Bernick                       President, Chief Executive                  November 19, 1998
Howard B. Bernick                           Officer and Director
                                            (Principal Executive Officer)

/s/ Bernice E. Lavin                        Vice Chairman, Secretary,                   November 19, 1998
Bernice E. Lavin                            Treasurer and Director

/s/ Carol L. Bernick                        Vice Chairman, President                    November 19, 1998
Carol L. Bernick                            Alberto-Culver North America,
                                            Assistant Secretary and Director

/s/ William J. Cernugel                     Senior Vice President -                     November 20, 1998
William J. Cernugel                         Finance
                                            (Principal Financial & Accounting Officer)

                                            Director                                    November    , 1998
A. Robert Abboud

                                            Director
A. G. Atwater, Jr.

/s/ Robert P. Gwinn                         Director                                    November 19, 1998
Robert P. Gwinn

                                            Director
Allan B. Muchin

                                            Director                                    November    , 1998
Robert H. Rock

/s/ Harold M. Visotsky                      Director                                    November 19, 1998
Dr. Harold M. Visotsky

/s/ William W. Wirtz                        Director                                    November 19, 1998
William W. Wirtz                                         
</TABLE>
                                                      4

<PAGE>





    Pursuant to the  requirements of the Securities Act of 1933, the trustee (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Melrose Park, State of Illinois on December 31,
1998.



                                ALBERTO-CULVER 401(k) SAVINGS PLAN
                                SALLY BEAUTY 401(k) SAVINGS PLAN
                                PLAN ADMINISTRATOR



                                By:     /s/ William J. Cernugel    
                                Name:    William J. Cernugel
                                Title:   Senior Vice President - Finance








































                                                         5


<PAGE>





                                  EXHIBIT INDEX



                                                                 Where Exhibit
No.  Description                                                 Can be Found 


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


4.3  Certificate of Amendment to Restated Certificate of 
     Incorporation of the Company (incorporated herein by 
     reference to the Company's Quarterly Report on Form 
     10-Q for the quarter ended March 31, 1997 
     [File No. 1-5050])


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

5.1  Opinion of Gary P. Schmidt, Esq., General Counsel of
     the Company.                                                    Page 7

23.1 Consent of Gary P. Schmidt, Esq. (included in Exhibit 5.1).

23.2 Consent of KPMG Peat Marwick LLP                                Page 8














                                                         6


<PAGE>


                                                                  EXHIBIT 5.1


                                                     December 31, 1998







Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160

Ladies and Gentlemen:

                  Registration Statement on Form S-8

    I have  represented  Alberto-Culver  Company,  a Delaware  corporation  (the
"Company"),  in  connection  with a  registration  statement  on Form  S-8  (the
"registration statement") filed under the Securities Act of 1933 for the purpose
of registering  under that Act 400,000 shares of Class B common stock,  $.22 par
value (the  "Shares"),  which may be offered and sold from time to time pursuant
to the  Alberto-Culver  401(k)  Savings Plan and the Sally Beauty 401(k) Savings
Plan (collectively,  the "Plans"). In this connection, I have examined originals
or  copies  certified  or  otherwise  identified  to  my  satisfaction  of  such
documents,  corporate  and other  records,  certificates  and other  papers as I
deemed it necessary to examine for the purpose of this opinion.

    Based on such  examination,  it is my opinion that the Shares covered by the
registration  statement,  when issued in accordance  with the Plans,  constitute
legally  issued,  fully paid and  non-assessable  shares of common  stock of the
Company.

    I consent  to the filing of this  opinion as an exhibit to the  registration
statement.  In giving this  consent I do not admit that I am within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933.

                                                     Very truly yours,

                                                     /s/ Gary P. Schmidt
                                                     Gary P. Schmidt, Esq.






                                                         7


<PAGE>

                                                             Exhibit No. 23.2




                        CONSENT OF KPMG PEAT MARWICK LLP





The Board of Directors
Alberto-Culver Company:

We consent to the use of our reports dated October 22, 1998, incorporated herein
by  reference,   with  respect  to  the  consolidated  financial  statements  of
Alberto-Culver  Company and  subsidiaries  as of September 30, 1998 and 1997 and
for each of the years in the three-year period ended September 30, 1998, and the
financial statement schedule for the three-year period ended September 30, 1998,
which reports are  incorporated by reference or appear in the September 30, 1998
annual report on Form 10-K of Alberto-Culver Company.




                                                     /s/ KPMG PEAT MARWICK LLP

Chicago, Illinois
December 31, 1998























                                                         8



<PAGE>
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Registration No. 333-

                       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 401(K) SAVINGS PLAN
                        SALLY BEAUTY 401(K) SAVINGS PLAN
                            (Full title of the plans)

                               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 B Common Stock,         400,000 shares            $25.46875       $10,187,500      $2,833
$.22 par value
(1)      This registration  statement also includes an indeterminable  number of
         additional  shares that may become  issuable  pursuant to  antidilution
         adjustments.  In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, this  registration  statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plans described above.

(2)      In accordance with Rule 457,  calculated on the basis of the average of
         the  reported  high and low prices for the Class B Common  Stock on the
         New York Stock Exchange Composite Tape on December 29, 1998.
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
audited 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)  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 B 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 Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  the  registration  statement  which
indicates that all of the securities  offered  hereunder 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 in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a 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 "Indemnitees") under specified  circumstances to the
fullest  extent  authorized  by the General  Corporation  Law of Delaware,  (ii)
provides for the  advancement of expenses to the  Indemnitees  for defending any
proceedings related to specified circumstances,  (iii) gives the Indemnitees the
right to bring suit against the  registrant to enforce the  foregoing  rights to
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 such
actions,  suits or proceedings,  to which they are parties by reason of being or
having been such directors or officers.
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) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission 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 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.

         (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
the prospectus to provide such interim financial information.

                                                         2
(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 proceeding) 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.

                                                         3
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 the City of Melrose Park, State of Illinois on November 19, 1998.

                                           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  1933,  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 of the Board                       November 19, 1998
Leonard H. Lavin                            and Director

/s/ Howard B. Bernick                       President, Chief Executive                  November 19, 1998
Howard B. Bernick                           Officer and Director
                                            (Principal Executive Officer)

/s/ Bernice E. Lavin                        Vice Chairman, Secretary,                   November 19, 1998
Bernice E. Lavin                            Treasurer and Director

/s/ Carol L. Bernick                        Vice Chairman, President                    November 19, 1998
Carol L. Bernick                            Alberto-Culver North America,
                                            Assistant Secretary and Director

/s/ William J. Cernugel                     Senior Vice President -                     November 20, 1998
William J. Cernugel                         Finance
                                            (Principal Financial & Accounting Officer)

                                            Director                                    November    , 1998
A. Robert Abboud

                                            Director
A. G. Atwater, Jr.

/s/ Robert P. Gwinn                         Director                                    November 19, 1998
Robert P. Gwinn

                                            Director
Allan B. Muchin

                                            Director                                    November    , 1998
Robert H. Rock

/s/ Harold M. Visotsky                      Director                                    November 19, 1998
Dr. Harold M. Visotsky

/s/ William W. Wirtz                        Director                                    November 19, 1998
William W. Wirtz
4
Pursuant to the  requirements of the Securities Act of 1933, the trustee (or
other persons who  administer  the employee  benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Melrose Park, State of Illinois on December 31,
1998.

                                ALBERTO-CULVER 401(k) SAVINGS PLAN
                                SALLY BEAUTY 401(k) SAVINGS PLAN
                                PLAN ADMINISTRATOR

                                By:     /s/ William J. Cernugel    
                                Name:    William J. Cernugel
                                Title:   Senior Vice President - Finance

                                                         5
EXHIBIT INDEX

                                                                 Where Exhibit
No.  Description                                                 Can be Found 

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

4.3  Certificate of Amendment to Restated Certificate of 
     Incorporation of the Company (incorporated herein by 
     reference to the Company's Quarterly Report on Form 
     10-Q for the quarter ended March 31, 1997 
     [File No. 1-5050])

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

5.1  Opinion of Gary P. Schmidt, Esq., General Counsel of
     the Company.                                                    Page 7

23.1 Consent of Gary P. Schmidt, Esq. (included in Exhibit 5.1).

23.2 Consent of KPMG Peat Marwick LLP                                Page 8

                                                         6
EXHIBIT 5.1

                                                     December 31, 1998

Alberto-Culver Company
2525 Armitage Avenue
Melrose Park, Illinois 60160

Ladies and Gentlemen:

                  Registration Statement on Form S-8

    I have  represented  Alberto-Culver  Company,  a Delaware  corporation  (the
"Company"),  in  connection  with a  registration  statement  on Form  S-8  (the
"registration statement") filed under the Securities Act of 1933 for the purpose
of registering  under that Act 400,000 shares of Class B common stock,  $.22 par
value (the  "Shares"),  which may be offered and sold from time to time pursuant
to the  Alberto-Culver  401(k)  Savings Plan and the Sally Beauty 401(k) Savings
Plan (collectively,  the "Plans"). In this connection, I have examined originals
or  copies  certified  or  otherwise  identified  to  my  satisfaction  of  such
documents,  corporate  and other  records,  certificates  and other  papers as I
deemed it necessary to examine for the purpose of this opinion.

    Based on such  examination,  it is my opinion that the Shares covered by the
registration  statement,  when issued in accordance  with the Plans,  constitute
legally  issued,  fully paid and  non-assessable  shares of common  stock of the
Company.

    I consent  to the filing of this  opinion as an exhibit to the  registration
statement.  In giving this  consent I do not admit that I am within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933.

                                                     Very truly yours,

                                                     /s/ Gary P. Schmidt
                                                     Gary P. Schmidt, Esq.

                                                         7
Exhibit No. 23.2

                        CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Alberto-Culver Company:

We consent to the use of our reports dated October 22, 1998, incorporated herein
by  reference,   with  respect  to  the  consolidated  financial  statements  of
Alberto-Culver  Company and  subsidiaries  as of September 30, 1998 and 1997 and
for each of the years in the three-year period ended September 30, 1998, and the
financial statement schedule for the three-year period ended September 30, 1998,
which reports are  incorporated by reference or appear in the September 30, 1998
annual report on Form 10-K of Alberto-Culver Company.

                                                     /s/ KPMG PEAT MARWICK LLP

Chicago, Illinois
December 31, 1998

                                                         8