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

                                                Registration 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. 2004 STOCK OPTION PLAN
                           (Full title of the plan)


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

                                (972) 518-1300
                         (Telephone number, including
                       area code, 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,     500,000       $3.68 (3)       $1,840,000 (3)       $233.13
 $.01 par value  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 issued pursuant to the Registrant's 2004
     Stock Option Plan.

 (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
     sales prices of the Common Stock reported in the consolidated reporting
     system for the Nasdaq National Market on August 11, 2004.

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

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


 Item 1. Plan Information
         ----------------
      The documents containing the  information specified in  Item 1 will  be
 sent or given to participants in the Registrant's 2004 Stock Option Plan  as
 specified by Rule 428(b)(1) of the  Securities Act of 1933, as amended  (the
 "Securities Act").  Such documents are not required to be and are not  filed
 with the Securities and  Exchange Commission (the "SEC")  either as part  of
 this Registration  Statement or  as prospectuses  or prospectus  supplements
 pursuant to Rule  424.  These  documents and the  documents incorporated  by
 reference in this Registration  Statement pursuant to Item  3 of Part II  of
 this Form  S-8,  taken together,  constitute  a prospectus  that  meets  the
 requirements of Section 10(a) of the Securities Act.


 Item 2. Registrant Information and Employee Plan Information
         ----------------------------------------------------
      Upon written  or oral  request, any  of the  documents incorporated  by
 reference in  Item  3 of  Part  II  of this  Registration  Statement  (which
 documents are incorporated by reference  in this Section 10(a)  Prospectus),
 any of the other documents required to be delivered to employees pursuant to
 Rule 428(b)  or additional  information about  the Registrant's  2004  Stock
 Option Plan are available without charge by contacting:

                             Robert W. Schnitzius
                           Chief Financial Officer
                        Carrington Laboratories, Inc.
                            2001 Walnut Hill Lane
                             Irving, Texas  75038


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Documents Incorporated by Reference
         -----------------------------------
      The following documents filed or to be filed by the Registrant with the
 SEC are incorporated by reference into this Registration Statement:

      (a)  The Registrant's Annual  Report on Form  10-K for  the year  ended
           December 31, 2003.

      (b)  The Registrant's Quarterly  Report on  Form 10-Q  for the  quarter
           ended June 30, 2004.

      (c)  The Registrant's Current Reports on Form 8-K filed on December 28,
           2003, April 22, 2004, and August 12, 2004.

      (d)  All other reports filed pursuant to Section 13(a) or 15(d) or  the
           Exchange Act  since the  end of  the fiscal  year covered  by  the
           registration document referred to in (a) above.

      (e)  The description of the Registrant's Common Stock, par value  $0.01
           per share, contained in the Registrant's Registration Statement on
           Form 8-A/A filed on December 18, 2003.

      (f)  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/A filed on December 18, 2003, including any  amendment
           or report filed for the purpose of updating such description.

      (g)  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 4. Description of Securities
         -------------------------
      Not Applicable


 Item 5. Interests of Named Experts and Counsel
         --------------------------------------
      Not Applicable


 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 7. Exemption from Registration Claimed
         -----------------------------------
      Not Applicable


 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. 2004 Stock Option Plan.

      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).


 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 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 (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 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.

 (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  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.

 (c)  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.

                           [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, on  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  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. 2004 Stock Option Plan.

   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": "cli081704s8sop.txt", "description": "FORM S-8 REGISTRATION STATEMENT - 2004 STOCK OPTION PLAN", "secsgml_size_bytes": 17822}]
{"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": "333-118303", "film-number": "04982476"}, "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 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. 2004 STOCK OPTION PLAN
                           (Full title of the plan)

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

                                (972) 518-1300
                         (Telephone number, including
                       area code, 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,     500,000       $3.68 (3)       $1,840,000 (3)       $233.13
 $.01 par value  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 issued pursuant to the Registrant's 2004
     Stock Option Plan.

 (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
     sales prices of the Common Stock reported in the consolidated reporting
     system for the Nasdaq National Market on August 11, 2004.

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

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1. Plan Information
         ----------------
      The documents containing the  information specified in  Item 1 will  be
 sent or given to participants in the Registrant's 2004 Stock Option Plan  as
 specified by Rule 428(b)(1) of the  Securities Act of 1933, as amended  (the
 "Securities Act").  Such documents are not required to be and are not  filed
 with the Securities and  Exchange Commission (the "SEC")  either as part  of
 this Registration  Statement or  as prospectuses  or prospectus  supplements
 pursuant to Rule  424.  These  documents and the  documents incorporated  by
 reference in this Registration  Statement pursuant to Item  3 of Part II  of
 this Form  S-8,  taken together,  constitute  a prospectus  that  meets  the
 requirements of Section 10(a) of the Securities Act.

 Item 2. Registrant Information and Employee Plan Information
         ----------------------------------------------------
      Upon written  or oral  request, any  of the  documents incorporated  by
 reference in  Item  3 of  Part  II  of this  Registration  Statement  (which
 documents are incorporated by reference  in this Section 10(a)  Prospectus),
 any of the other documents required to be delivered to employees pursuant to
 Rule 428(b)  or additional  information about  the Registrant's  2004  Stock
 Option Plan are available without charge by contacting:

                             Robert W. Schnitzius
                           Chief Financial Officer
                        Carrington Laboratories, Inc.
                            2001 Walnut Hill Lane
                             Irving, Texas  75038

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Documents Incorporated by Reference
         -----------------------------------
      The following documents filed or to be filed by the Registrant with the
 SEC are incorporated by reference into this Registration Statement:

      (a)  The Registrant's Annual  Report on Form  10-K for  the year  ended
           December 31, 2003.

      (b)  The Registrant's Quarterly  Report on  Form 10-Q  for the  quarter
           ended June 30, 2004.

      (c)  The Registrant's Current Reports on Form 8-K filed on December 28,
           2003, April 22, 2004, and August 12, 2004.

      (d)  All other reports filed pursuant to Section 13(a) or 15(d) or  the
           Exchange Act  since the  end of  the fiscal  year covered  by  the
           registration document referred to in (a) above.

      (e)  The description of the Registrant's Common Stock, par value  $0.01
           per share, contained in the Registrant's Registration Statement on
           Form 8-A/A filed on December 18, 2003.

      (f)  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/A filed on December 18, 2003, including any  amendment
           or report filed for the purpose of updating such description.

      (g)  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 4. Description of Securities
         -------------------------
      Not Applicable

 Item 5. Interests of Named Experts and Counsel
         --------------------------------------
      Not Applicable

 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 7. Exemption from Registration Claimed
         -----------------------------------
      Not Applicable

 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. 2004 Stock Option Plan.

      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).

 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 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 (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 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.

 (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  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.

 (c)  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.

                           [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, on  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  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. 2004 Stock Option Plan.

   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).