As filed with the Securities and Exchange Commission on August 17, 2004

                                      Registration Statement No. 333-
 ==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                        CARRINGTON LABORATORIES, INC.
            (Exact name of registrant as specified in its charter)


                Texas                                75-1435663
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
  of incorporation or organization)

        2001 Walnut Hill Lane
          Irving, Texas                                75038
  (Address of Principal Executive Offices)           (Zip Code)


                        Carrington Laboratories, Inc.
                         Employee Stock Purchase Plan
                           (Full title of the Plan)

                             Robert W. Schnitzius
                           Chief Financial Officer
                        Carrington Laboratories, Inc.
                            2001 Walnut Hill Lane
                             Irving, Texas 75038
                                (972) 518-1300
          (Name, address and telephone number of agent for service)

                                   Copy to:
                            Peter A. Lodwick, Esq.
                           Thompson & Knight L.L.P.
                       1700 Pacific Avenue, Suite 3300
                             Dallas, Texas 75201
                                (214) 969-1700


                       CALCULATION OF REGISTRATION FEE

 ==============================================================================
   Title of        Amount     Proposed maximum      Proposed         Amount of
 securities to     to be       offering price   maximum aggregate  registration
 be registered   registered      per share       offering price         fee
 ------------------------------------------------------------------------------
 Common Stock,     250,000       $3.68 (3)         $920,000 (3)     $116.56 (4)
 par value $.01  shares (1)(2)
   per share
 ==============================================================================

 (1) Pursuant to Rule 416 promulgated under the Securities Act, the offering
     and sale of shares issuable upon any stock split, stock dividend or
     similar transaction with respect to these shares are also being
     registered hereunder.

 (2) Includes an indeterminate number of preferred share purchase rights
     issuable pursuant to the Registrant's shareholder rights agreement,
     which rights will be transferable only with shares of Common Stock
     registered hereunder and under the Prior Registration Statements
     (as defined in Note (4) below) and issued pursuant to the Registrant's
     Employee Stock Purchase Plan, as amended (the "Plan"). (See "Explanatory
     Note.")

 (3) Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended
     (the "Securities Act"), on the basis of the average of the high and low
     prices for the Common Stock as reported in the consolidated reporting
     system for the Nasdaq National Market on August 11, 2004.

 (4) Pursuant to Rule 429 under the Securities Act, a combined prospectus,
     relating to the 250,000 shares registered hereby, the 500,000 shares
     registered pursuant to the Registration Statement on Form S-8
     (Registration No. 333-69372) filed with the Securities and Exchange
     Commission on September 14, 2001 relating to the Plan and the 500,000
     shares registered pursuant to the Registration Statement on Form S-8
     (Registration No. 33-55920) filed with the Securities and Exchange
     Commission on December 18, 1992 relating to the Plan (collectively,
     the "Prior Registration Statements"), will be delivered to Plan
     participants in accordance with Form S-8 and Rule 428 under the
     Securities Act.  (See "Explanatory Note.")


                               EXPLANATORY NOTE

      The contents of Form S-8  Registration Statement No. 33-55920  relating
 to the  Carrington  Laboratories,  Inc. (the  "Registrant")  Employee  Stock
 Purchase Plan, as amended (the "Plan"), and filed by the Registrant with the
 Securities and  Exchange  Commission  on December  18,  1992  and  Form  S-8
 Registration Statement No. 333-69372 relating to  the Plan and filed by  the
 Registrant with the Securities and Exchange Commission on September 14, 2001
 (collectively, the "Prior Registration Statements"), including all documents
 incorporated  by  reference  in  the  Prior  Registration  Statements,   are
 incorporated herein by reference pursuant to  General Instruction E to  Form
 S-8.

      The purpose  of  this Registration  Statement  is to  register  250,000
 additional shares  of Common  Stock of  the Registrant  for offer  and  sale
 pursuant to the Plan.  Pursuant to  Rule 429 under the Securities Act,  this
 Registration Statement constitutes a  post-effective amendment to the  Prior
 Registration Statements, and a combined  prospectus relating to the  250,000
 shares  of  Common  Stock  registered  pursuant  to  the  this  Registration
 Statement and the 1,000,000  shares of Common  Stock registered pursuant  to
 the Prior Registration Statements will be delivered to Plan participants  in
 accordance with Form S-8 and Rule 428 of the Securities Act.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.  Documents Incorporated by Reference
          -----------------------------------
      The contents  of  the  Prior  Registration  Statements,  including  the
 documents incorporated by reference  therein, are incorporated by  reference
 in this Registration Statement.


 Item 8.  Exhibits
          --------
      In addition to the exhibits incorporated  by reference to the  exhibits
 filed  with  or  incorporated  by  reference  into  the  Prior  Registration
 Statements, the exhibits listed  in the accompanying  Index to Exhibits  are
 filed as a part of this Registration Statement.

                           [Signature Page Follows]

<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 Irving,  State of  Texas as  of
 August 17, 2004.

                                 CARRINGTON LABORATORIES, INC.


                                 By:  /s/ Carlton E. Turner
                                 -------------------------------------
                                 Carlton E. Turner, Ph.D., D.Sc.
                                 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.  The undersigned  persons  hereby
 constitute and appoint Carlton E. Turner and Robert W. Schnitzius, or either
 of them, as our true and lawful attorneys-in-fact with full power to execute
 in our names and on our behalf,  in the capacities indicated below, any  and
 all amendments to  this Registration  Statement and  the Prior  Registration
 Statements to  be filed  with the  Securities  and Exchange  Commission  and
 hereby ratify and confirm all that such attorneys-in-fact shall lawfully  do
 or cause to be done by virtue hereof.

         SIGNATURE               CAPACITY IN WHICH SIGNED          DATE
 ----------------------------  -----------------------------  ---------------

 /s/ Carlton E. Turner         President, Chief Executive     August 17, 2004
 -------------------------     Officer and Director
 Carlton E. Turner, Ph.D.,     (principal executive officer)
 D. Sc.

 /s/ Robert W. Schnitzius      Vice President and Chief       August 17, 2004
 -------------------------     Financial Officer
 Robert W. Schnitzius          (principal financial and
                               accounting officer)

 /s/ Ronald R. Blanck          Director                       August 17, 2004
 -------------------------
 Ronald R. Blanck, D.O.

 /s/ R. Dale Bowerman          Director                       August 17, 2004
 -------------------------
 R. Dale Bowerman

 /s/ George DeMott             Director                       August 17, 2004
 -------------------------
 George DeMott

 /s/ Thomas J. Marquez         Director                       August 17, 2004
 -------------------------
 Thomas J. Marquez

 /s/ Edwin Meese, III          Director                       August 17, 2004
 -------------------------
 Edwin Meese, III

 /s/ Selvi Vescovi             Director                       August 17, 2004
 -------------------------
 Selvi Vescovi



                              INDEX TO EXHIBITS


  Exhibit
  Number   Exhibit
  -------  -------
   4.1     Carrington Laboratories, Inc. Employee Stock Purchase Plan,
           as amended.

   5.1     Opinion of Thompson & Knight L.L.P.

   23.1    Consent of Grant Thornton LLP.

   23.2    Consent of Ernst & Young LLP.

   23.3    Consent of Thompson & Knight L.L.P. (included in Exhibit 5.1).

   24.1    Power of Attorney (included on the signature page of this
           Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "cli081704s8espp.txt", "description": "FORM S-8 REGISTRATION STATEMENT - EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 9900}]
{"company-data": {"conformed-name": "CARRINGTON LABORATORIES INC /TX/", "cik": "0000718007", "assigned-sic": "2834", "irs-number": "751435663", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118304", "film-number": "04982539"}, "business-address": {"street1": "2001 WALNUT HILL LANE", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "972-518-1300"}, "mail-address": {"street1": "PO BOX 168128", "city": "IRVING", "state": "TX", "zip": "75016-8128"}, "former-company": {"former-conformed-name": "AVACARE INC", "date-changed": "19860521"}}
As filed with the Securities and Exchange Commission on August 17, 2004

                                      Registration Statement No. 333-
 ==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                        CARRINGTON LABORATORIES, INC.
            (Exact name of registrant as specified in its charter)

                Texas                                75-1435663
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
  of incorporation or organization)

        2001 Walnut Hill Lane
          Irving, Texas                                75038
  (Address of Principal Executive Offices)           (Zip Code)

                        Carrington Laboratories, Inc.
                         Employee Stock Purchase Plan
                           (Full title of the Plan)

                             Robert W. Schnitzius
                           Chief Financial Officer
                        Carrington Laboratories, Inc.
                            2001 Walnut Hill Lane
                             Irving, Texas 75038
                                (972) 518-1300
          (Name, address and telephone number of agent for service)

                                   Copy to:
                            Peter A. Lodwick, Esq.
                           Thompson & Knight L.L.P.
                       1700 Pacific Avenue, Suite 3300
                             Dallas, Texas 75201
                                (214) 969-1700

                       CALCULATION OF REGISTRATION FEE

 ==============================================================================
   Title of        Amount     Proposed maximum      Proposed         Amount of
 securities to     to be       offering price   maximum aggregate  registration
 be registered   registered      per share       offering price         fee
 ------------------------------------------------------------------------------
 Common Stock,     250,000       $3.68 (3)         $920,000 (3)     $116.56 (4)
 par value $.01  shares (1)(2)
   per share
 ==============================================================================

 (1) Pursuant to Rule 416 promulgated under the Securities Act, the offering
     and sale of shares issuable upon any stock split, stock dividend or
     similar transaction with respect to these shares are also being
     registered hereunder.

 (2) Includes an indeterminate number of preferred share purchase rights
     issuable pursuant to the Registrant's shareholder rights agreement,
     which rights will be transferable only with shares of Common Stock
     registered hereunder and under the Prior Registration Statements
     (as defined in Note (4) below) and issued pursuant to the Registrant's
     Employee Stock Purchase Plan, as amended (the "Plan"). (See "Explanatory
     Note.")

 (3) Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended
     (the "Securities Act"), on the basis of the average of the high and low
     prices for the Common Stock as reported in the consolidated reporting
     system for the Nasdaq National Market on August 11, 2004.

 (4) Pursuant to Rule 429 under the Securities Act, a combined prospectus,
     relating to the 250,000 shares registered hereby, the 500,000 shares
     registered pursuant to the Registration Statement on Form S-8
     (Registration No. 333-69372) filed with the Securities and Exchange
     Commission on September 14, 2001 relating to the Plan and the 500,000
     shares registered pursuant to the Registration Statement on Form S-8
     (Registration No. 33-55920) filed with the Securities and Exchange
     Commission on December 18, 1992 relating to the Plan (collectively,
     the "Prior Registration Statements"), will be delivered to Plan
     participants in accordance with Form S-8 and Rule 428 under the
     Securities Act.  (See "Explanatory Note.")

                               EXPLANATORY NOTE

      The contents of Form S-8  Registration Statement No. 33-55920  relating
 to the  Carrington  Laboratories,  Inc. (the  "Registrant")  Employee  Stock
 Purchase Plan, as amended (the "Plan"), and filed by the Registrant with the
 Securities and  Exchange  Commission  on December  18,  1992  and  Form  S-8
 Registration Statement No. 333-69372 relating to  the Plan and filed by  the
 Registrant with the Securities and Exchange Commission on September 14, 2001
 (collectively, the "Prior Registration Statements"), including all documents
 incorporated  by  reference  in  the  Prior  Registration  Statements,   are
 incorporated herein by reference pursuant to  General Instruction E to  Form
 S-8.

      The purpose  of  this Registration  Statement  is to  register  250,000
 additional shares  of Common  Stock of  the Registrant  for offer  and  sale
 pursuant to the Plan.  Pursuant to  Rule 429 under the Securities Act,  this
 Registration Statement constitutes a  post-effective amendment to the  Prior
 Registration Statements, and a combined  prospectus relating to the  250,000
 shares  of  Common  Stock  registered  pursuant  to  the  this  Registration
 Statement and the 1,000,000  shares of Common  Stock registered pursuant  to
 the Prior Registration Statements will be delivered to Plan participants  in
 accordance with Form S-8 and Rule 428 of the Securities Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Documents Incorporated by Reference
          -----------------------------------
      The contents  of  the  Prior  Registration  Statements,  including  the
 documents incorporated by reference  therein, are incorporated by  reference
 in this Registration Statement.

 Item 8.  Exhibits
          --------
      In addition to the exhibits incorporated  by reference to the  exhibits
 filed  with  or  incorporated  by  reference  into  the  Prior  Registration
 Statements, the exhibits listed  in the accompanying  Index to Exhibits  are
 filed as a part of this Registration Statement.

                           [Signature Page Follows]
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 Irving,  State of  Texas as  of
 August 17, 2004.

                                 CARRINGTON LABORATORIES, INC.

                                 By:  /s/ Carlton E. Turner
                                 -------------------------------------
                                 Carlton E. Turner, Ph.D., D.Sc.
                                 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.  The undersigned  persons  hereby
 constitute and appoint Carlton E. Turner and Robert W. Schnitzius, or either
 of them, as our true and lawful attorneys-in-fact with full power to execute
 in our names and on our behalf,  in the capacities indicated below, any  and
 all amendments to  this Registration  Statement and  the Prior  Registration
 Statements to  be filed  with the  Securities  and Exchange  Commission  and
 hereby ratify and confirm all that such attorneys-in-fact shall lawfully  do
 or cause to be done by virtue hereof.

         SIGNATURE               CAPACITY IN WHICH SIGNED          DATE
 ----------------------------  -----------------------------  ---------------

 /s/ Carlton E. Turner         President, Chief Executive     August 17, 2004
 -------------------------     Officer and Director
 Carlton E. Turner, Ph.D.,     (principal executive officer)
 D. Sc.

 /s/ Robert W. Schnitzius      Vice President and Chief       August 17, 2004
 -------------------------     Financial Officer
 Robert W. Schnitzius          (principal financial and
                               accounting officer)

 /s/ Ronald R. Blanck          Director                       August 17, 2004
 -------------------------
 Ronald R. Blanck, D.O.

 /s/ R. Dale Bowerman          Director                       August 17, 2004
 -------------------------
 R. Dale Bowerman

 /s/ George DeMott             Director                       August 17, 2004
 -------------------------
 George DeMott

 /s/ Thomas J. Marquez         Director                       August 17, 2004
 -------------------------
 Thomas J. Marquez

 /s/ Edwin Meese, III          Director                       August 17, 2004
 -------------------------
 Edwin Meese, III

 /s/ Selvi Vescovi             Director                       August 17, 2004
 -------------------------
 Selvi Vescovi

                              INDEX TO EXHIBITS

  Exhibit
  Number   Exhibit
  -------  -------
   4.1     Carrington Laboratories, Inc. Employee Stock Purchase Plan,
           as amended.

   5.1     Opinion of Thompson & Knight L.L.P.

   23.1    Consent of Grant Thornton LLP.

   23.2    Consent of Ernst & Young LLP.

   23.3    Consent of Thompson & Knight L.L.P. (included in Exhibit 5.1).

   24.1    Power of Attorney (included on the signature page of this
           Registration Statement).