As filed with the Securities and Exchange Commission on September 14, 2001

                                                Registration No. 33-
 ------------------------------------------------------------------------------

                      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                            Copy to:
     Chief Financial Officer                    Norman R. Rogers, Esq.
   Carrington Laboratories, Inc.               Thompson & Knight L.L.P.
      2001 Walnut Hill Lane                  1700 Pacific Avenue, Suite 3300
       Irving, Texas  75038                      Dallas, Texas  75201
 (Name and address of agent for service)            (214) 969-1700

          (972) 518-1300
   (Telephone number, including
   area code, of agent for service)

                       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 (1)   offering price (1)      fee
 ------------------------------------------------------------------------------
 Common Stock,     500,000
 $.01 par value  shares (2)(3)   $ 1.115         $557,500         $ 139.38 (4)
  per share

 ==============================================================================

 (1)  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  sales
 prices of the Common Stock reported in the consolidated reporting system for
 the NASDAQ Stock Market on September 10, 2001.

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

 (3)  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 Statement (as defined in Note (4)
 below) and issued pursuant to the Registrant's Employee Stock Purchase Plan,
 as amended (the "Plan").  (See "Explanatory Note.")

 (4)  Pursuant to Rule 429  under the Securities Act, a combined  prospectus,
 relating to  the 500,000  shares registered  hereby 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 (the "Prior Registration Statement"), 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. Employee  Stock  Purchase  Plan,  as
 amended (the  "Plan"),  filed by  the  Registrant with  the  Securities  and
 Exchange  Commission  on   December  18,  1992   (the  "Prior   Registration
 Statement"), including all documents incorporated by reference in the  Prior
 Registration Statement, are incorporated  in this Registration Statement  by
 this reference  pursuant to  General Instruction  E to  Form S-8,  with  the
 exception of Item 9,  "Undertakings," which is amended  and restated in  its
 entirety herein.

      The purpose  of  this Registration  Statement  is to  register  500,000
 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 Post-Effective  Amendment No. 1  to  the
 Prior Registration  Statement, and  a combined  prospectus relating  to  the
 500,000 shares  of Common  Stock registered  pursuant to  this  Registration
 Statement and the 500,000 shares of Common Stock registered pursuant to  the
 Prior Registration  Statement  will be  delivered  to Plan  participants  in
 accordance with Form S-8 and Rule 428 under the Securities Act.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.   Documents Incorporated by Reference

      The  contents  of  the  Prior  Registration  Statement,  including  the
 documents incorporated by reference  therein, are incorporated by  reference
 into this Registration Statement.

      In addition to the documents  described above, the following  documents
 filed or to  be filed  by the Registrant  with the  Securities and  Exchange
 Commission are incorporated by reference into this Registration Statement:

           (a)  The description of the Registrant's preferred share  purchase
      rights (which  rights  are transferable  only  with related  shares  of
      Common Stock) contained in  the Registrant's Registration Statement  on
      Form 8-A filed on October 16,  1991, including any amendment or  report
      filed for the purpose of updating such description.

           (b)  All documents filed  by the Registrant  pursuant to  Sections
      13(a), 13(c),  14 or  15(d)  of the  Securities  Exchange Act  of  1934
      subsequent to the date of this Registration Statement and prior to  the
      termination of the offering to which  it relates shall be deemed to  be
      incorporated by reference into this Registration Statement and to be  a
      part hereof from the date of filing of such documents.

 Item 8.   Exhibits

      In addition to  the exhibits incorporated  herein by  reference to  the
 exhibits filed with or incorporated by reference into the Prior Registration
 Statement,  the  following   documents  are  filed   as  exhibits  to   this
 Registration Statement:

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

           4.2   Payroll Deduction Authorization Form, as amended.

           5.1   Opinion of Thompson & Knight  L.L.P., regarding
                 500,000 shares of Common Stock.

           23.1  Consent of independent public accountants to
                 incorporation of report by reference.

           23.2  Consent of counsel (included in the opinion of
                 Thompson & Knight L.L.P., filed herewith as Exhibit
                 5.1).

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


 Item 9.   Undertakings.

      The 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 this  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  this  Registration   Statement.
           Notwithstanding the foregoing, any increase or decrease in  volume
           of securities offered  (if the  total dollar  value of  securities
           offered would  not  exceed  that which  was  registered)  and  any
           deviation from  the  low or  high  end of  the  estimated  maximum
           offering range may be  reflected in the  form of prospectus  filed
           with the Commission pursuant to Rule 424(b) if, in the  aggregate,
           the changes  in volume  and price  represent no  more than  a  20%
           change in the maximum  aggregate offering price  set forth in  the
           "Calculation  of  Registration   Fee"  table   in  the   effective
           registration statement; and

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

      provided, however, that paragraphs (1)(i) and  (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  by  the
      Registrant pursuant to Section  13 or Section  15(d) of the  Securities
      Exchange Act  of  1934  that are  incorporated  by  reference  in  this
      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.

           (4)  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 that  is incorporated  by reference  in this  Registration
      Statement 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.

           (5)  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  foregoing
      provisions, 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.


                                    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,  on
 September 13, 2001.

                                 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
 Statement 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        Date
                                  Signed
 ------------------------------   ----------------------   ------------------
 /s/ Carlton E. Turner            President, Chief         September 13, 2001
 -------------------------        Executive Officer and
 Carlton E. Turner, Ph.D.,        Director (principal
   D. Sc.                         executive officer)

 /s/ Robert W. Schnitzius         Chief Financial          September 13, 2001
 -------------------------        Officer and Secretary
 Robert W. Schnitzius             (principal financial
                                  and accounting officer)

 /s/ R. Dale Bowerman             Director                 September 13, 2001
 -------------------------
 R. Dale Bowerman


 /s/ George DeMott                Director                 September 13, 2001
 -------------------------
 George DeMott


 /s/ Robert A. Fildes             Director                 September 13, 2001
 -------------------------
 Robert A. Fildes, Ph.D.


 /s/ Thomas J. Marquez            Director                 September 13, 2001
 -------------------------
 Thomas J. Marquez


 /s/ Selvi Vescovi                Director                 September 13, 2001
 -------------------------
 Selvi Vescovi



                         INDEX TO EXHIBITS



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

  4.2          Payroll Deduction Authorization Form, as amended.

  5.1          Opinion of Thompson & Knight L.L.P., regarding 500,000 shares
               of Common Stock.

  23.1         Consent of independent public accountants to incorporation of
               report by reference.

  23.2         Consent of counsel (included in the opinion of Thompson &
               Knight L.L.P., filed herewith as Exhibit 5.1).

  24.1         Power of Attorney (included on the signature page of this
               Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "cli01s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15720}]
{"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": "333-69372", "film-number": "1737108"}, "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 September 14, 2001

                                                Registration No. 33-
 ------------------------------------------------------------------------------

                      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                            Copy to:
     Chief Financial Officer                    Norman R. Rogers, Esq.
   Carrington Laboratories, Inc.               Thompson & Knight L.L.P.
      2001 Walnut Hill Lane                  1700 Pacific Avenue, Suite 3300
       Irving, Texas  75038                      Dallas, Texas  75201
 (Name and address of agent for service)            (214) 969-1700

          (972) 518-1300
   (Telephone number, including
   area code, of agent for service)

                       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 (1)   offering price (1)      fee
 ------------------------------------------------------------------------------
 Common Stock,     500,000
 $.01 par value  shares (2)(3)   $ 1.115         $557,500         $ 139.38 (4)
  per share

 ==============================================================================

 (1)  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  sales
 prices of the Common Stock reported in the consolidated reporting system for
 the NASDAQ Stock Market on September 10, 2001.

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

 (3)  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 Statement (as defined in Note (4)
 below) and issued pursuant to the Registrant's Employee Stock Purchase Plan,
 as amended (the "Plan").  (See "Explanatory Note.")

 (4)  Pursuant to Rule 429  under the Securities Act, a combined  prospectus,
 relating to  the 500,000  shares registered  hereby 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 (the "Prior Registration Statement"), 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. Employee  Stock  Purchase  Plan,  as
 amended (the  "Plan"),  filed by  the  Registrant with  the  Securities  and
 Exchange  Commission  on   December  18,  1992   (the  "Prior   Registration
 Statement"), including all documents incorporated by reference in the  Prior
 Registration Statement, are incorporated  in this Registration Statement  by
 this reference  pursuant to  General Instruction  E to  Form S-8,  with  the
 exception of Item 9,  "Undertakings," which is amended  and restated in  its
 entirety herein.

      The purpose  of  this Registration  Statement  is to  register  500,000
 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 Post-Effective  Amendment No. 1  to  the
 Prior Registration  Statement, and  a combined  prospectus relating  to  the
 500,000 shares  of Common  Stock registered  pursuant to  this  Registration
 Statement and the 500,000 shares of Common Stock registered pursuant to  the
 Prior Registration  Statement  will be  delivered  to Plan  participants  in
 accordance with Form S-8 and Rule 428 under the Securities Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Documents Incorporated by Reference

      The  contents  of  the  Prior  Registration  Statement,  including  the
 documents incorporated by reference  therein, are incorporated by  reference
 into this Registration Statement.

      In addition to the documents  described above, the following  documents
 filed or to  be filed  by the Registrant  with the  Securities and  Exchange
 Commission are incorporated by reference into this Registration Statement:

           (a)  The description of the Registrant's preferred share  purchase
      rights (which  rights  are transferable  only  with related  shares  of
      Common Stock) contained in  the Registrant's Registration Statement  on
      Form 8-A filed on October 16,  1991, including any amendment or  report
      filed for the purpose of updating such description.

           (b)  All documents filed  by the Registrant  pursuant to  Sections
      13(a), 13(c),  14 or  15(d)  of the  Securities  Exchange Act  of  1934
      subsequent to the date of this Registration Statement and prior to  the
      termination of the offering to which  it relates shall be deemed to  be
      incorporated by reference into this Registration Statement and to be  a
      part hereof from the date of filing of such documents.

 Item 8.   Exhibits

      In addition to  the exhibits incorporated  herein by  reference to  the
 exhibits filed with or incorporated by reference into the Prior Registration
 Statement,  the  following   documents  are  filed   as  exhibits  to   this
 Registration Statement:

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

           4.2   Payroll Deduction Authorization Form, as amended.

           5.1   Opinion of Thompson & Knight  L.L.P., regarding
                 500,000 shares of Common Stock.

           23.1  Consent of independent public accountants to
                 incorporation of report by reference.

           23.2  Consent of counsel (included in the opinion of
                 Thompson & Knight L.L.P., filed herewith as Exhibit
                 5.1).

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

 Item 9.   Undertakings.

      The 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 this  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  this  Registration   Statement.
           Notwithstanding the foregoing, any increase or decrease in  volume
           of securities offered  (if the  total dollar  value of  securities
           offered would  not  exceed  that which  was  registered)  and  any
           deviation from  the  low or  high  end of  the  estimated  maximum
           offering range may be  reflected in the  form of prospectus  filed
           with the Commission pursuant to Rule 424(b) if, in the  aggregate,
           the changes  in volume  and price  represent no  more than  a  20%
           change in the maximum  aggregate offering price  set forth in  the
           "Calculation  of  Registration   Fee"  table   in  the   effective
           registration statement; and

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

      provided, however, that paragraphs (1)(i) and  (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  by  the
      Registrant pursuant to Section  13 or Section  15(d) of the  Securities
      Exchange Act  of  1934  that are  incorporated  by  reference  in  this
      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.

           (4)  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 that  is incorporated  by reference  in this  Registration
      Statement 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.

           (5)  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  foregoing
      provisions, 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.

                                    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,  on
 September 13, 2001.

                                 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
 Statement 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        Date
                                  Signed
 ------------------------------   ----------------------   ------------------
 /s/ Carlton E. Turner            President, Chief         September 13, 2001
 -------------------------        Executive Officer and
 Carlton E. Turner, Ph.D.,        Director (principal
   D. Sc.                         executive officer)

 /s/ Robert W. Schnitzius         Chief Financial          September 13, 2001
 -------------------------        Officer and Secretary
 Robert W. Schnitzius             (principal financial
                                  and accounting officer)

 /s/ R. Dale Bowerman             Director                 September 13, 2001
 -------------------------
 R. Dale Bowerman

 /s/ George DeMott                Director                 September 13, 2001
 -------------------------
 George DeMott

 /s/ Robert A. Fildes             Director                 September 13, 2001
 -------------------------
 Robert A. Fildes, Ph.D.

 /s/ Thomas J. Marquez            Director                 September 13, 2001
 -------------------------
 Thomas J. Marquez

 /s/ Selvi Vescovi                Director                 September 13, 2001
 -------------------------
 Selvi Vescovi

                         INDEX TO EXHIBITS

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

  4.2          Payroll Deduction Authorization Form, as amended.

  5.1          Opinion of Thompson & Knight L.L.P., regarding 500,000 shares
               of Common Stock.

  23.1         Consent of independent public accountants to incorporation of
               report by reference.

  23.2         Consent of counsel (included in the opinion of Thompson &
               Knight L.L.P., filed herewith as Exhibit 5.1).

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