As filed with the Securities and Exchange Commission on June 4, 2002

                                                       Registration No
 ============================================================================

                      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
       of incorporation or organization)                Identification No.)

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

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

             CARRINGTON LABORATORIES, INC. 1995 STOCK OPTION PLAN
                           (Full title of the plan)

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

            Robert W. Schnitzius                           Copy to:
           Chief Financial Officer                  Peter A. Lodwick, 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 (1)  per share (2)    offering price (2)      fee
-------------------------------------------------------------------------------

 Common Stock     750,000
$.01 par value  shares (2)(3)      $1.61           $1,207,500          $111
   per share
===============================================================================

 (1) 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.

 (2) 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 May 30, 2002.

 (3) Includes an  indeterminate number  of preferred  share  purchase  rights
     issuable  pursuant to the  Registrant's preferred  share purchase rights
     plan, which rights will be transferable only with shares of Common Stock
     registered hereunder and  issued pursuant to the Registrant's 1995 Stock
     Option Plan.

<PAGE>

                                    PART I

                      INCORPORATION OF CONTENTS OF PRIOR
                           REGISTRATION STATEMENTS

           The contents of  Registration Statement No.  33-64405 relating  to
 the Carrington Laboratories, Inc. 1995 Stock Option Plan (the "Plan")  filed
 by  the  Registrant  with  the  Securities  and  Exchange  Commission   (the
 "Commission") on November 17, 1995 (the "Prior Registration Statement")  are
 incorporated herein by reference pursuant to  General Instruction E to  Form
 S-8.  The  purpose of  this Registration  Statement is  to register  750,000
 additional shares  of Common  Stock of  the Registrant  for offer  and  sale
 pursuant to the Plan.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 6.   Indemnification of Officers and Directors

      The Registrant is  a Texas corporation.   Under Article  2.02-1 of  the
 Texas Business Corporation Act,  the Registrant has  the power to  indemnify
 its directors and officers, subject to certain limitations.

      Reference is made  to Article  Nine of  the Bylaws  of the  Registrant,
 which  provides  for  indemnification  of  directors  and  officers  of  the
 Registrant under certain circumstances.

      Pursuant to Article  1302-7.06 of the  Texas Miscellaneous  Corporation
 Laws Act, the Restated Articles of Incorporation of the Registrant limit the
 personal liability of the directors of  the Registrant to the Registrant  or
 its shareholders for  monetary damages for  breach of  fiduciary duty  under
 certain circumstances.

      The Registrant maintains a directors' and officers' liability insurance
 policy insuring its directors and  officers against certain liabilities  and
 expenses incurred  by them  in their  capacities as  such and  insuring  the
 Registrant, under certain circumstances,  in the event that  indemnification
 payments are made by the Registrant to such directors and officers.

      The foregoing summaries are necessarily subject to the complete text of
 the statute, bylaws, articles of incorporation and insurance policy referred
 to above and are qualified in their entirety by reference thereto.


 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. 1995 Stock Option
                Plan, as amended.

           5.1  Opinion of Thompson & Knight L.L.P., regarding
                750,000 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).


<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,  on
 June 3, 2002.

                                 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 Signed        Date
 --------------------------------    ------------------------    ------------

 /s/ Carlton E. Turner               President, Chief            June 3, 2002
 --------------------------------    Executive Officer and
 Carlton E. Turner, Ph.D., D. Sc.    Director (principal
                                     executive officer)


 /s/ Robert W. Schnitzius            Chief Financial             June 3, 2002
 --------------------------------    Officer and Secretary
 Robert W. Schnitzius                (principal financial
                                     and accounting
                                     officer)


 /s/ R. Dale Bowerman                Director                    June 3, 2002
 --------------------------------
 R. Dale Bowerman


 /s/ George DeMott                  Director                     June 3, 2002
 --------------------------------
 George DeMott


 /s/ Thomas J. Marquez              Director                     June 3, 2002
 --------------------------------
 Thomas J. Marquez


 /s/ Selvi Vescovi                  Director                     June 3, 2002
 --------------------------------
 Selvi Vescovi

<PAGE>

                         INDEX TO EXHIBITS

 Exhibit
 Number    Exhibit
 -------   -------
 4.1       Carrington Laboratories, Inc. 1995 Stock Option Plan, as
           amended.

 5.1       Opinion of Thompson & Knight L.L.P., regarding 750,000 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": "cli2002s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 9933}]
{"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": "333-89760", "film-number": "02670112"}, "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 June 4, 2002

                                                       Registration No
 ============================================================================

                      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
       of incorporation or organization)                Identification No.)

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

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

             CARRINGTON LABORATORIES, INC. 1995 STOCK OPTION PLAN
                           (Full title of the plan)

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

            Robert W. Schnitzius                           Copy to:
           Chief Financial Officer                  Peter A. Lodwick, 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 (1)  per share (2)    offering price (2)      fee
-------------------------------------------------------------------------------

 Common Stock     750,000
$.01 par value  shares (2)(3)      $1.61           $1,207,500          $111
   per share
===============================================================================

 (1) 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.

 (2) 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 May 30, 2002.

 (3) Includes an  indeterminate number  of preferred  share  purchase  rights
     issuable  pursuant to the  Registrant's preferred  share purchase rights
     plan, which rights will be transferable only with shares of Common Stock
     registered hereunder and  issued pursuant to the Registrant's 1995 Stock
     Option Plan.
PART I

                      INCORPORATION OF CONTENTS OF PRIOR
                           REGISTRATION STATEMENTS

           The contents of  Registration Statement No.  33-64405 relating  to
 the Carrington Laboratories, Inc. 1995 Stock Option Plan (the "Plan")  filed
 by  the  Registrant  with  the  Securities  and  Exchange  Commission   (the
 "Commission") on November 17, 1995 (the "Prior Registration Statement")  are
 incorporated herein by reference pursuant to  General Instruction E to  Form
 S-8.  The  purpose of  this Registration  Statement is  to register  750,000
 additional shares  of Common  Stock of  the Registrant  for offer  and  sale
 pursuant to the Plan.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 6.   Indemnification of Officers and Directors

      The Registrant is  a Texas corporation.   Under Article  2.02-1 of  the
 Texas Business Corporation Act,  the Registrant has  the power to  indemnify
 its directors and officers, subject to certain limitations.

      Reference is made  to Article  Nine of  the Bylaws  of the  Registrant,
 which  provides  for  indemnification  of  directors  and  officers  of  the
 Registrant under certain circumstances.

      Pursuant to Article  1302-7.06 of the  Texas Miscellaneous  Corporation
 Laws Act, the Restated Articles of Incorporation of the Registrant limit the
 personal liability of the directors of  the Registrant to the Registrant  or
 its shareholders for  monetary damages for  breach of  fiduciary duty  under
 certain circumstances.

      The Registrant maintains a directors' and officers' liability insurance
 policy insuring its directors and  officers against certain liabilities  and
 expenses incurred  by them  in their  capacities as  such and  insuring  the
 Registrant, under certain circumstances,  in the event that  indemnification
 payments are made by the Registrant to such directors and officers.

      The foregoing summaries are necessarily subject to the complete text of
 the statute, bylaws, articles of incorporation and insurance policy referred
 to above and are qualified in their entirety by reference thereto.

 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. 1995 Stock Option
                Plan, as amended.

           5.1  Opinion of Thompson & Knight L.L.P., regarding
                750,000 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).
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
 June 3, 2002.

                                 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 Signed        Date
 --------------------------------    ------------------------    ------------

 /s/ Carlton E. Turner               President, Chief            June 3, 2002
 --------------------------------    Executive Officer and
 Carlton E. Turner, Ph.D., D. Sc.    Director (principal
                                     executive officer)

 /s/ Robert W. Schnitzius            Chief Financial             June 3, 2002
 --------------------------------    Officer and Secretary
 Robert W. Schnitzius                (principal financial
                                     and accounting
                                     officer)

 /s/ R. Dale Bowerman                Director                    June 3, 2002
 --------------------------------
 R. Dale Bowerman

 /s/ George DeMott                  Director                     June 3, 2002
 --------------------------------
 George DeMott

 /s/ Thomas J. Marquez              Director                     June 3, 2002
 --------------------------------
 Thomas J. Marquez

 /s/ Selvi Vescovi                  Director                     June 3, 2002
 --------------------------------
 Selvi Vescovi
INDEX TO EXHIBITS

 Exhibit
 Number    Exhibit
 -------   -------
 4.1       Carrington Laboratories, Inc. 1995 Stock Option Plan, as
           amended.

 5.1       Opinion of Thompson & Knight L.L.P., regarding 750,000 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).